John W. Martin

Partner In Charge - Recruiting & Development and Department Chair - Corporate (Palo Alto) Partner

john.martin@bakerbotts.com

Palo Alto

P: +1.650.739.7555 F: +1.650.739.7655
John Martin Photo

John Martin is the firmwide Partner-in-Charge of Recruiting, the Partner-in-Charge of the Palo Alto office and a member of the firm’s Executive Committee. Mr. Martin has over 30 years of experience with Baker Botts representing clients in mergers & acquisitions, corporate governance, capital markets and complex technology transactions. He represents both purchasers and sellers in public company and private M&A transactions, including cross-border transactions, business carve-outs and divestitures, recapitalizations, corporate reorganizations, spin-offs, joint ventures and strategic alliances. Mr. Martin also has substantial private equity and venture capital experience.

Mr. Martin advises on corporate governance matters (including representation of boards, audit committees and special committees), securities compliance and disclosure issues, and defensive measures. In the capital markets area, Mr. Martin has represented issuers and underwriters in registered public offerings, including IPOs and offerings by seasoned issuers.

Mr. Martin is also a recognized leader in representing parties in complex technology and outsourcing transactions, including BPO and ITO transactions.

Selected comments by clients about Mr. Martin, as reported by Chambers & 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”

Related Experience

Mergers and Acquisitions

  • Depomed - $1.05 billion purchase of the U.S. rights to the Nucynta pain medication franchise from Janssen Pharmaceuticals (subsidiary of Johnson & Johnson)
  • AT&T - carve-out divestiture of its managed applications and managed hosting business to IBM
  • Sallie Mae - $7.1 billion spin-off of Navient
  • Perot Systems Corporation - $4.0 billion merger with Dell and various other transactions
  • CA Technologies - various acquisitions of technology companies, including Nimsoft, Layer 7 Technologies, NetQos, 3Tera, Hyperformix, Inteq Services, Interactive TKO, Replay Solutions, Paragon Global Technology and SCUID
  • Accenture- over 85 transactions including:
    -various acquisitions of technology companies, including: AddVal Technology, Ariba's BPO division, AvVenta, CadenceQuest, Caleb Technologies, Corliant, election.com, George Group, HB Maynard, KnowledgeRules, Maxamine, Open Skies, Origin Digital, Savista's BPO division and Zenta
    -various corporate venturing growth equity investments in technology companies
    -auction and divesture of investment portfolio of Accenture Technology Ventures
  • Dell - carve-out divestiture of its RCS healthcare IT business to Conifer Health Solutions, a subsidiary of Tenet Healthcare
  • Global Printing and Technology Solutions Company - bid to acquire Kodak document scanning solutions business in chapter 11 proceedings
  • Electronic Data Systems - over 35 transactions, including
    -$27 billion split-off from General Motors
    -$25 billion proposed merger with Sprint
    -$200 million acquisition of McDonnell Douglas’ systems integration division
    -$89 million "acqui-hire" of The Feld Group
    -joint venture with Harvard Community Health Plan
  • Brierley+Partners - various transactions, including sale to Nomura Research Institute
  • BearingPoint - multiple carve-out divestitures of technology consulting businesses
  • National milk marketing cooperative - various strategic M&A matters relating to dairy and manufacturing businesses
  • Food processing company - various acquisitions, including acquisition of manufacturing company and IP portfolio consisting of over 250 nationally recognized brands and trademarks
  • Pennzoil Company - spin-off of Battle Mountain Gold Company
  • First Data Corporation - various transactions, including acquisition of Actuarial Computer Technology Company
  • Wyndham Jade - management-led leveraged buyout from private equity firm

Capital Markets

  • Electronic Data Systems - various transactions, including (1) $1 billion secondary public offering of common stock, (2) $6 billion contribution of GM Class E shares to GM’s Hourly Rate Pension Plan, and (3) strategic equity investments in private equity fund and related portfolio companies
  • Goldman Sachs, Donaldson, Lufkin & Jenrette, and Raymond James & Associates in various underwritten public offerings
  • Houston Industries, Houston Lighting & Power Company and their affiliates - 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
  • Private company special committee regarding affiliated party transaction

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
  • $8 billion multinational BPO and ITO transaction involving global consumer products company, including side-by-side M&A transactions in the U.S. and other countries (unconsummated)
  • $800 million BPO and ITO transaction for provision of IT, procurement, human resources, and finance and accounting services to global manufacturing company
  • $250 million design/build/run systems development and support agreement for international electronics company in connection with SAP implementation

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

Awards & Community

Listed in Chambers USA, 2004-2016 and Chambers Global, 2006-2016

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

Listed in Who’s Who in American Law, 2005-2006, and The Best Lawyers in America, 2006-2016

Member, Board of Directors, Boys and Girls Clubs of the Peninsula

News

Publications, Speeches & Presentations