Education and Honors

  • J.D. (with honors), The University of Texas School of Law, 1984
  • B.A. (summa cum laude), Baylor University, 1981
    Phi Beta Kappa
  • Listed in Chambers USA, 2004-2015 and Chambers Global, 2006-2015

    Recommended in The Legal 500 U.S., 2014

    Recognized as a Northern California Super Lawyer, 2014-2015

    Named “Lawyer of the Year for 2014” by The Best Lawyers in America for Information Technology Law in Dallas

    Named “Lawyer of the Year for 2011” by The Best Lawyers in America for Securities Law in Dallas

    Named one of the “Best Lawyers in Dallas,” by D Magazine, 2003, 2007 & 2008

    Recognized as a Texas Super Lawyer, 2004-2013

    Listed in Who’s Who in American Law, 2005-2006, and The Best Lawyers in America, 2006-2013

    Listed in Who’s Who Legal: Texas, 2008

Admissions and Affiliations

State Bar of California

State Bar of Texas

John W. Martin


1001 Page Mill Road
Building One, Suite 200
Palo Alto, California 94304-1007
United States


Mergers & acquisitions, corporate finance, securities, corporate governance, outsourcing, private equity, venture capital and general corporate matters


John Martin is the Partner-in-Charge of the Palo Alto office and the firmwide Technology Sector Chair. John’s 30 years of experience with Baker Botts have concentrated on mergers & acquisitions, capital markets, corporate governance, joint ventures, outsourcing transactions and general corporate matters.

John has extensive experience in representing both purchasers and sellers in complex M&A transactions involving both public and private companies. He also helps clients structure and negotiate joint ventures, strategic alliances and other corporate partnering arrangements.

In the capital markets area, John has represented issuers and underwriters in registered public offerings, including IPOs and offerings by seasoned issuers. John has substantial experience with private equity and venture capital transactions.

John also is a recognized leader in representing parties in complex sourcing and technology transactions, including BPO and ITO transactions.

John regularly counsels both public and privately held clients regarding corporate governance and federal securities law. He also advises clients in transactions involving special board committees formed to deal with interested party or conflict of interest issues.

Selected comments by clients about John, as reported by Chambers and Partners, include:

  • “has incredible technology expertise, an authoritative presence and a great ability to deal with senior executives”
  • “hands-down one of the best outside counsels I have ever worked with”
  • “the person I turn to if I have a difficult question”
  • “immensely creative . . . the deal was very difficult to structure and he came forward with the creative ideas that helped us complete it”
  • “very clear communicator and maintains focus on the important parts of the deal. . . very good in the give and take of points - he knows the points substantively and is very effective”
  • “reputation as a brilliant deal person”
  • “innate understanding of his clients’ business makeup”
  • “his knowledge is top-flight, but his ability to communicate and guide negotiations is nothing short of amazing”
  • “terrific negotiating skills”
  • “knack for understanding the business itself and making it primary to the transaction”
  • “talent for keeping things focused and putting together deals that really work”
  • “strong on technical issues and he keeps sight of the bigger picture when negotiating - people listen to him”
  • “the rigor and experience he and his team bring to bear in analyzing transactions is invaluable”
  • “firm but collaborative style and understands the dynamics of a transaction”

Representative Engagements

Mergers and Acquisitions

  • Representation of Accenture in over 85 transactions, including (i) acquisitions and divestitures of technology companies, (ii) corporate venturing equity investments in technology companies, and (iii) auction and divestiture of portfolio of venture capital investments
  • Representation of global enterprise IT management software company in multiple acquisitions of technology companies aggregating over $1 billion
  • Representation of Depomed in its $1.05 billion purchase of the U.S. rights to the Nucynta pain medication franchise from Janssen Pharmaceuticals (subsidiary of Johnson & Johnson) 
  • Representation of Perot Systems Corporation in its $3.9 billion merger with Dell
  • Representation of Dell in its divestiture of its RCS healthcare IT business to Conifer Health Solutions, a subsidiary of Tenet Healthcare
  • Representation of Sallie Mae in its $7.1 billion spin-off of Navient
  • Representation of Electronic Data Systems (EDS) in over 35 transactions, including (i) $27 billion split-off from General Motors, (ii) $25 billion proposed merger with Sprint, (iii) $200 million acquisition of McDonnell Douglas’ systems integration division, (iv) $89 million “acqui-hire” of The Feld Group, and (iv) joint venture with Harvard Community Health Plan
  • Representation of BearingPoint in multiple divestitures of technology consulting businesses
  • Representation of $12 billion national milk marketing cooperative in multiple acquisitions and divestitures of dairy and manufacturing businesses
  • Representation of food processing company in acquisitions, including acquisition of manufacturing company and IP portfolio consisting of over 250 nationally recognized brands and trademarks
  • Representation of Pennzoil Company in its spin-off of Battle Mountain Gold Company
  • Representation of First Data Corporation in its acquisition of Actuarial Computer Technology Company
  • Representation of Wyndham Jade in its management-led leveraged buyout from private equity firm

Capital Markets

  • Representation of EDS in (i) $1 billion secondary public offering of common stock, (ii) $6 billion contribution of GM Class E shares to GM’s Hourly Rate Pension Plan, and (iii) strategic investments in private equity fund and related portfolio companies
  • Representation of Goldman Sachs, Donaldson, Lufkin & Jenrette, and Raymond James & Associates in various underwritten public offerings
  • Representation of Houston Industries, Houston Lighting & Power Company and their affiliates in over 15 capital markets transactions aggregating more than $2.5 billion in securities, including offerings of common stock, preferred stock, first mortgage bonds, debentures, industrial development bonds, medium-term notes and commercial paper

Board Committee Engagements

  • NYSE company audit committee regarding Sarbanes-Oxley duties
  • NYSE company special committee regarding affiliated party transaction in energy sector
  • NYSE company nominating and corporate governance committee regarding Sarbanes-Oxley duties
  • NASDAQ company special committee of independent directors in connection with “going private” acquisition of publicly held minority interest in technology subsidiary

Sourcing Transactions

  • $6.4 billion global ITO agreement with international telecommunications company providing for mainframe, midrange, help desk, desktop, print and applications services
  • $1.2 billion ITO agreement with national healthcare services provider involving implementation of integrated ERP and clinical systems and provision of application, desktop, help desk, network, data center and security services
  • Sourcing of replacement call center, customer care, information technology, procurement, human resources and finance & accounting services to multiple providers following negotiated termination of $3.5 billion BPO and IT outsourcing arrangement for energy company
  • Formation of joint venture structured to provide back-office services outsourcing to utilities, and simultaneous negotiation of $1 billion outsourcing agreement for customer care and other BPO and IT services between JV and Canadian electric utility
  • $800 million BPO and ITO transaction for provision of IT, procurement, human resources, and finance and accounting services to global manufacturing company

Dispute Resolution in IT Industry

  • Mediation and settlement of disputes under, and negotiated termination of, systems integration agreement with telecommunications company involving design, build, and operation of customer care, resource management, HR, financial, and other systems, where customer claimed damages in excess of $350 million, and transition to successor service provider
  • Settlement of disputes under, and negotiated termination of, $1.2 billion ITO agreement with national healthcare services provider involving implementation of integrated ERP and clinical systems and provision of application, desktop, help desk, network, data center, and security services, and transition to successor service provider
  • Settlement of disputes under, and negotiated termination of, $3.5 billion BPO and ITO outsourcing arrangement with energy and utility company and related joint venture, and transition to multiple successor service providers

Publications, Speeches and Presentations

  • “The General Counsel’s Role in M&A,” Argyle Chief Legal Officer Leadership Forum (San Francisco), panel moderator, 2014
  • “Funding Innovation for the Longer Term,” Triple Helix Corporate Venturing Conference (Half Moon Bay, California), panel moderator, 2014
  • “M&A Update: Current Trends, Recent Developments, and Hot Topics,” Argyle Chief Legal Officer Leadership Forum (San Francisco), 2013
  • “Overview of Technology M&A Market,” Flight to Freedom: Summit for Entrepreneurs, Inventors and Philanthropists (Livermore, California), 2013
  • “Best Practices for the General Counsel: How to Use M&A to Expand and Protect,” Argyle Chief Legal Officer Leadership Forum, (Dallas), panel presentation, 2012
  • “M&A in the Technology Sector: Key Issues and Special Considerations,” The University of Texas School of Law’s Annual Technology Law Conference, (Austin), 2011
  • “The Evolving Public Company M&A Market,” presented at Bowne’s Securities and Corporation Law Update, (Dallas), 2009
  • “M&A for Technology Targets,” presented at CLE seminars, 2008 and 2009