Biography

Sam Williams has nearly three decades of experience and concentrates his practice on mergers and acquisitions, corporate finance, 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 financial services, information technology, semiconductor, communications and other high technology sectors, and life sciences.

Sam 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, options, earnouts, tax free deals, exclusive licensing, secured party sales and forward and reverse triangular mergers.

Sam has considerable experience guiding clients in formulating their intellectual property, licensing and distribution arrangements and in establishing domestic and multinational strategic partnerships.

Sam advises clients in complying with securities laws in proxy solicitations, the ongoing reporting requirements of public companies, antitakeover techniques, corporate governance matters and a broad range of other matters affecting companies and their officers, directors and committees, including executive compensation.

Sam has successfully defended clients against shareholder activists, and shareholder activists against companies.

Sam is consistently recognized in Chambers & Partners USA, and is also recognized by his peers for inclusion in The Best Lawyers in America in the field of Corporate Law.

Sam is Chair of Global Integration & Cross-Selling at Brown Rudnick.

Awards

Representation

Mergers & Acquisitions

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 $6 billion.

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 health care. 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 Walter Investment Management Company in connection with the acquisition of mortgage origination and Fannie Mae servicing business of Residential Capital LLC and GMAC Mortgage.

Acted for selling companies and management teams in connection with multiple dispositions to Oracle and Microsoft.

Capital Raising

Represents issuers and underwriters in dozens of IPOs, follow-on offerings and rights offerings in the United States and Europe, including dual listings and listings on NYSE, Nasdaq and AMEX. Extensive experience in Regulation S and Rule 144A offerings, placements of mezzanine equity, PIERS, converts, PIPES and other private placement transactions.

Represented the first Belgian company to go public on Nasdaq.

Counsel to American Railcar Industries in its $200 million IPO. This was one of the first IPOs to be successfully completed under the SEC’s Securities Offering Reform rules.

Representation of GSI Corp., a publicly traded semi-conductor and components manufacturer, in its Chapter 11 proceedings, culminating in its successful reorganization and $100 million rights offering.

Cross-Border, Corporate Governance & Strategic Relationships

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

Represented Enzo Biochem, Inc, a NYSE traded company, in connection with successfully defending a proxy fight led by an insurgent former director.

Represented a Special Committee of the Board of Directors of Demoulas in connection with its consideration of strategic alternatives including, ultimately, its buy-out by management.

Joint ventures around the world on behalf of clients with companies such as AT&T, National Dispatch Center and Samsung.

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
"IPO Overhaul Raises the Bar for Going Public," an interview with CBS MarketWatch
Contributor to "IPO Debuts Increase Sharply In Last Two Quarters of Year," published in Investor’s Business Daily
Contributor to "IPOs in Today’s Market: Is Your Company Ready," Brown Rudnick Business Briefing
"When to Pass Out the Parachutes," published in Boston FEI Chapter Newsletter
"Business Litigation in the United States: the Costs and Consequences," published for the Center for International Legal Studies
"Rating of Asset Backed and Mortgage Backed Securities," published in "Securitization: Asset Backed and Mortgage Backed Securities," published by Lexis publishing
Speaking Engagements
Speaker, “How to Prepare to Sell Your Life Science Company or Medtech Company,” UCSF Rosenman Institute, San Francisco, California (February 2020)
Speaker, "Small Business Loans Under the CARES Act: What You Need to Know," UCSF Rosenman Institute, virtual event (April 2020)
Speaker, "Financing Your Company: Rules of the Road to Success," Lawyers for Civil Rights | BizGrow, virtual conference (July 2020)
Professional Affiliations
Member, Boston Bar Association
Awards and Honors
Selected by his peers for inclusion in The Best Lawyers in America in the field of Corporate Law (2013-2021)
Recognized in The Legal 500 U.S. as a Recommended Attorney for M&A/corporate and commercial - M&A: middle-market (sub-$500m) (2015-2019)
Recognized by Super Lawyers as a Top Rated Securities & Corporate Finance Attorney in Boston, MA (2004-2005)
Ranked in Chambers & Partners USA