Biography

Sam Williams, the Managing Director of Brown Rudnick’s Corporate & Capital Markets Department, concentrates his practice on corporate finance, mergers and acquisitions, venture capital, licensing and strategic partnerships and international law. He counsels publicly and privately held corporations in a variety of industries including businesses in the information technology, semiconductor, communications and other high technology sectors.

In addition to his transactional experience, Sam has considerable experience guiding clients in formulating their intellectual property, licensing and distribution arrangements and in establishing domestic and multinational strategic partnerships. He advises clients in complying with securities laws in proxy solicitations, the ongoing reporting requirements of public companies antitakeover techniques and a broad range of other matters affecting companies and their officers and directors.

As part of Brown Rudnick’s Family Office team, Sam is also part of collaborative, cross-disciplinary initiatives assisting clients in this area.

Sam is consistently recognized in Chambers USA: America’s Leading Lawyers for Business as well as being recognized by his peers for inclusion in The Best Lawyers in America© in the field of Corporate Law.

Awards

Representation

Represented Hologic Inc., a publicly traded developer, manufacturer and supplier of premium diagnostic and medical imaging systems, in connection with its $6.2 billion merger with Cytyc Corporation, creating a global leader in women’s healthcare. Assisted Hologic in negotiating a $2.55 billion of secured financing with Goldman Sachs Credit Partners to finance the merger. Subsequently represented Hologic in a $1.75 billion convertible bond offering.

Represented Ksplice, Inc., creator of innovative zero downtime update technology for Linux, in connection with its acquisition by Oracle Corporation.

Has structured numerous types of acquisitions including, auctions, open and closed bid transactions, MOEs, LBOs, acquisitions and dispositions of product lines, divisions and businesses, cross-border transactions, poolings, earnouts, tax free deals, exclusive licensing, secured party sales and forward and reverse triangular mergers.

Regularly represents clients in connection with the acquisition of public and private targets and technology transfers, ranging in value from $10 million to more than $1 billion.

Leads teams of attorneys in a wide array of international transactions and has extensive experience with deals in Germany, South Korea, Japan, Belgium, the United Kingdom and Canada.

Represents issuers and underwriters in numerous IPOs and follow-on offerings, and also has extensive experience in Regulation S and Rule 144A offerings, placements of mezzanine equity, PIERS, converts, PIPES and other private placement transactions.

Represented the Rhode Island Lottery (RIL) and the Rhode Island Department of Business Regulation in connection with the multi-billion dollar merger of GTECH and Lottomatica, the largest lottery operator worldwide and market leader in the Italian gaming industry. GTECH currently has a 20-year master contract with the State of Rhode Island to administer and operate the State’s lottery program. Brown Rudnick provided multi-country assistance to the RIL, including due diligence and strategic planning to evaluate and help manage possible repercussions resulting from the merger.

Education

Duke University – J.D., with Honors, 1992
Vanderbilt University – B.A., magna cum laude, 1989

Bar Admissions

Massachusetts
Publications
Professional Affiliations
Awards and Honors