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Jessica C. Pearlman

Partner
+1.206.370.8352
Fax +1.206.370.6150

Jessica Pearlman is a partner in the firm’s corporate group and resides in the Seattle office. Ms. Pearlman represents emerging and established companies in various corporate, securities, and finance matters, with an emphasis on mergers and acquisitions for both public and private clients, domestic and international. Ms. Pearlman has particular depth of experience in various technology sectors, including healthcare applications, software, social media, data security, data storage, mobile applications, and search and search engine optimization, as well as in digital and traditional media, biotechnology, and transportation.

Ms. Pearlman is a frequent presenter on mergers and acquisitions topics and was selected for inclusion in The International Who's Who of Merger and Acquisition Lawyers, Who's Who Legal (2015-present) and as a Washington Super Lawyer and one of the Top Women Attorneys in Washington (2013-present), as well as a Washington Rising Star (2006-2009). Ms. Pearlman was also a winner of the 2013 ILO Client Choice Awards and was selected by Lawyer Monthly for a Women in Law 2017 Recognition Award. Ms. Pearlman is an adjunct professor at the University of Washington School of Law, is active in leadership roles with the Mergers & Acquisitions Committee of the American Bar Association’s Section of Business Law and is a member of the Thomson Reuters Business Law Solutions Advisory Board.

Professional/Civic Activities

  • Vice Chair, M&A Dictionary Task Force, M&A Committee of the American Bar Association’s Section of Business Law
  • Former Chair, M&A Market Trends Subcommittee, M&A Committee of the American Bar Association’s Section of Business Law
  • Co-Chair, American Bar Association Private Target Deal Points Study, 2011-present 
  • Adjunct Professor, the University of Washington School of Law and Seattle University School of Law, Mergers & Acquisitions
  • Member, Thomson Reuters Business Law Solutions Advisory Board
  • Reviewing Expert, “Basics of Acquisition Agreements” LawMeets competitions
  • Board of Governors and House Committee, Washington Athletic Club
  • Board of Directors, Hillel at the University of Washington

Speaking Engagements

  • “What’s Changed in M&A and Alternative Liquidity--M&A Insurance, and ABA Deal Point Study Trends,” 2016 Mergers and Acquisitions Conference, The Seminar Group, Seattle, WA, November 17, 2016
  • “Exit, Stage Right - Planning for Your Private Company’s Ultimate Exit,” Boston Business Journal Power Breakfast Series, October 6, 2016
  • "Negotiating Contractual Indemnity in M&A Deals: Transactional and Litigation Considerations," Stafford CLE Webinars, via webcast, August 31, 2016
  • “Negotiating and Navigating the Fraud Exception in Private Company Acquisitions,” Stafford CLE Webinars, via webcast, March 2016
  • “M&A Negotiation Trends: Insights from the 2015 Private Target Deal Points Study,” American Bar Association Business Law Section In The Know series, via webcast, March 2016
  • “Enforceability of Obligations Against Non-Signatories in Private Mergers,” The University of Texas School of Law’s 11th Annual Mergers and Acquisitions Institute, Dallas, TX, October 2015
  • “Deal Point Considerations in Venture Backed M&A,” American Bar Association Business Law Section In The Know series, via webcast July, 2015
  • “Deal Point Considerations in Venture Backed M&A,” American Bar Association Business Law Section Spring Meeting, San Francisco, CA, April 2015
  • “Private Equity and Venture Capital Jurisprudence,” American Bar Association Business Law Section Spring Meeting, San Francisco, CA, April 2015
  • “M&A Negotiation Trend: Insights from the 2013 Target Deal Points Study,” American Bar Association Business Law Section In the Know series, via webcast, June 2014
  • “Private Company M&A: A Potpourri of Practical Pointers,” American Bar Association Business Law Section In the Know series, via webcast, September 2013
  • "Private Company M&A:  A Potpourri of Practical Pointers,” American Bar Association Business Law Section Annual Meeting, San Francisco, CA, August 2013
  • “The Latest about Crowdfunding and JOBS Act: Relaxed Rules on Raising Capital,” K&L Gates Interactive Game and Gamification Summit 2012, Seattle, WA, November 2012
  • “M&A Trends in Deal Terms and Tactics: Understanding Recent Legal Challenges, Leveraging Case Law, and Learning through Mock Negotiations,” Stafford CLE Webinars, via webcast, November 2012
  • “Litigating Issues Arising from M&A Agreements: Will A Court See It the Way 'Deal Lawyers' Do?,” The American Law Institute, via webcast, November 2012
  • “Managing Risk in a Complex World: Risk Management in Mergers & Acquisitions," Law, Business and Entrepreneurship Program 2012 Conference, University of Washington School of Law, Seattle, WA, October 2012
  • “Litigation Issues Arising from Merger and Acquisition Agreements,” National Business Institute, via webcast, September 2012
  • “Preparation Strategies in Special Circumstances,” Mergers & Acquisitions in 2012, The Seminar Group, Seattle, WA, June 2012
  • “2011 ABA Private Target M&A Deal Points Study,” 2012 North Carolina Bar Association Business Law, Corporate Counsel and International Law and Practice Sections Joint Annual Meetings, Pinehurst, NC, February 2012
  • “M&A Negotiation Trends: Insights from the 2011 Private Targets Deal Points Study,” American Bar Association CLE Business Law Section, via webcast, February 2012
  • “Negotiating the M&A Deal: A Mock Negotiation of a Corporate Acquisition,” Stanford Law School, Stanford, CA, and simulcast to UC Berkeley School of Law, Berkeley, CA, February 2012
  • “Key M&A Deal Points," CLE International 5th Annual Private Equity Conference, Denver, CO, October 2011
  • “Lyin’, Cheatin’ and M&A Stealin’: Negotiating the Fraud Exception," DealLawyers.com, via webcast, October 2011
  • “ABA M&A Deal Points – Updated Study Data in 2011," The Seminar Group, Seattle, WA, June 2011
  • “Negotiating the M&A Deal: A Mock Negotiation of a Corporate Acquisition,” Stanford Law School, Stanford, CA, May 2011
  • “Exploring New Developments in the Model Stock Purchase Agreement, Second Edition” American Bar Association CLE Business Law Section, via webcast, October 2010
  • “Negotiating the M&A Deal: A Mock Negotiation of a Corporate Acquisition,” Stanford Law School, February 2010
  • “M&A Negotiation Trends: Insights from the 2009 Deal Points Study on Private Targets,” American Bar Association CLE Business Law Section, via webcast, November 2009 
  • “Negotiating the Acquisition Agreement,” American Bar Association 14th Annual National Institute on Negotiating Business Acquisitions, New Orleans, LA, November 2009 
  • “The Latest ABA Deal Points Studies: All You Need to Know,” CLE International 3rd Annual Private Equity Conference, Denver, CO, September 2009
  • “ABA M&A Deal Points – New Study Data in 2009!,” The Seminar Group, Seattle, WA, June 2009
  • “Drafting Deal Documents So Litigators and Judges Interpret Them the Way You Intend,” American Bar Association Annual Meeting, New York, NY, August 2008
  • “New Trends & Hot Topics in Mergers & Acquisitions,” The Seminar Group, Seattle, WA, June 2008
  • Branded Entertainment Network, Inc. (f/k/a Corbis Corporation): Sale of Splash News business to SilverHub Media UK Ltd. Financial (pending)
  • Corbis Corporation: Sale of assets and brands of Corbis’ Images business to Unity Glory International Ltd., an affiliate of Visual China Group
  • Port of Seattle: Formation of The Northwest Seaport Alliance, a joint Port Development Authority (the first of its kind), with the Port of Tacoma
  • Corbis Corporation: Acquisition of assets of Plaid LLC
  • AmerisourceBergen Corporation: Acquisition of minority stake in, and joint venture with, Profarma Distribuidora de Produtos Farmacêuticos S.A. 
  • Corbis Corporation: Acquisition of WSM Communications Group Limited
  • Renren Inc.: Sale of remaining interests in Nuomi Holdings Inc. to Baidu Holdings Limited, a subsidiary of Baidu, Inc.
  • OpenSynergy GmbH and OpenSynergy Inc.: Acquisition of assets from Extended Systems Incorporated and iAnywhere Solutions, Inc., subsidiaries of Sybase, Inc., an SAP Company.
  • ORIX USA Health and Life Sciences: Acquisition of interests in Translational Drug Development from the Translational Genomics Research Institute. 
  • Renren Inc.: Sale of minority interest in Nuomi Holdings Inc. to Baidu Holdings Limited, a subsidiary of Baidu, Inc.
  • Renren Inc.: Acquisition of 56.com.
  • AmerisourceBergen Holding Corporation: Acquisition of IntrinsiQ Holdings, Inc.
  • Corbis Holdings, Inc. (a subsidiary of Corbis Corporation): Acquisition of assets of Splash News & Picture Agency, Inc.
  • Tek-Tools Software, Inc.: Sale of assets to SolarWinds, Inc.
  • Microsoft Corporation: Acquisition of assets of Interactive Supercomputing, Inc.
  • Smokey Point Distributing, Inc.: Sale to the Walden Group, Inc.
  • Microsoft Corporation: Acquisition of Powerset, Inc.
  • Rearden Ground Transportation, Inc.: Acquisition of assets of Ground Travel Technology Team, Inc.
  • Microsoft Corporation: Acquisition of Danger, Inc.
  • Recipezaar.com: Sale to Scripps Networks, LLC
  • Microsoft Corporation and Microsoft (Thailand) Co. Ltd.: Acquisition of assets of Global Care Solutions (Thailand) Co. Ltd.
  • Telecom Transport Management, Inc.: Multiple issuances of various series of preferred stock and of notes and warrants for preferred stock
  • Calidora Skin Clinics, Inc.: Issuance of Series A Preferred Stock
  • Microsoft Corporation: Acquisition of DesktopStandard Corporation
  • Microsoft Corporation: Acquisition of Proclarity Corporation
  • Microsoft Corporation: Acquisition of Apptimum, Inc.
  • Microsoft Corporation: Acquisition of United Management Technologies Corp.
  • PRIMEDIA Business Magazines and Media, Inc.: Acquisition of assets of Boston Aviation Services, Inc.
  • Microsoft Corporation: Acquisition of Sybari Software Inc.
  • RealLegal, LLC: Sale of assets to Livenote, Inc.
  • Microsoft Corporation: Acquisition of assets of Unveil Technologies, Inc.
  • Western Peterbilt, Inc. and Western Truck Parts & Equipment Company, LLC: Sale to GWP Holdings, Inc., an affiliate of Greenbriar Equity Group LLC
  • Greenfield Online, Inc.: Acquisition of Ciao AG
  • Corbis Corporation: Acquisition of Zefa Visual Media Group
  • Cat Daddy Games LLC: Sale to Take-Two Interactive Software, Inc.
  • Microsoft Corporation: Acquisition of assets of Connectix Corporation
  • Microsoft Corporation: Acquisition of GeCAD Software
  • Navion (Shanghai) (a subsidiary of CapitalOne): Sale to MphasiS
  • Microsoft Corporation: Acquisition of Navision a/s
  • T1MSN Corp.: Acquisition of Yupi Internet Inc. and reorganization
  • Microsoft Corporation: Sale of interest in Expedia, Inc. to USA Networks
  • Microsoft Corporation: Acquisition of Great Plains Software, Inc.
  • Microsoft Corporation: Sale of interest in DreamWorks Interactive to Electronic Arts
  • Microsoft Corporation: Acquisition of assets of Scoutfire, Inc.
  • Microsoft Corporation: Sale of interest in TransPoint to Checkfree Corporation
  • Optiva Corporation: Sale to Philips Holdings U.S.A., Inc.