Orrick Advises Instagram on Acquisition by Facebook


An Orrick team, led by emerging companies partner Stephen Venuto, emerging companies associate Scott Iyama and mergers and acquisition partner Mark Seneca represented San Francisco-based Instagram in its acquisition by Facebook for $300 million in cash and approximately 23 million shares. The closing of the acquisition, which was approved by the California Department of Corporations and the Federal Trade Commission, was announced on September 6.

"It's been a pleasure working with Orrick," said Instagram co-founder and CEO Kevin Systrom. "We've been able to navigate what was an incredibly complex course with their expertise and can't thank them enough for that."

“This was a monumental deal and we couldn’t have been happier to represent Instagram in Facebook's largest ever acquisition,” said Stephen Venuto. “Kevin Systrom, Mike Krieger and the entire Instagram team are not just great entrepreneurs, they're good people. Having advised Instagram through its critical stages, we had intimate knowledge of the company’s structure and were uniquely positioned to negotiate with Facebook and its team of attorneys over issues that start-ups are uniquely faced with. We congratulate Instagram and celebrate their success.”

This acquisition moved from discussions to signing in less than 55 hours, but faced complex international legal scrutiny and U.S. Federal Trade Commission and California Fairness hearing review that took months of hard work to complete.  Orrick's Emerging Companies Group was able to scale up with Instagram as it meteorically rose from a small company with three employees to a wildly successful mobile photo-sharing network with more than 80 million users in a matter of months.

The Orrick team also included Silicon Valley compensation and benefits partner Christine McCarthy and associate Michael Yang; Silicon Valley emerging companies partner Daniel Yost and associates Joseph Perkins and Vivian Lo; San Francisco tax partner Steven Malvey and associate Kim Loocke; and Washington, D.C., antitrust and competition of counsel Patricia Zeigler.  Additional assistance was provided by London emerging companies partner Kolvin Stone and Washington, D.C., antitrust and competition partners Garrett Rasmussen and Antony Kim.