Michael Epstein is the head of Weil’s Technology & IP Transactions practice and co-head of the Firm’s Privacy & Cybersecurity group and is based in New York. Michael’s practice involves transactions, litigation and counseling in all areas of intellectual property. His transactional work includes structuring and negotiating technology and intellectual property acquisitions and dispositions, technology transfer and licensing arrangements, outsourcing transactions and joint ventures and other targeted alliances. He also has extensive experience with respect to commercial transactions such as supply and sourcing agreements, distribution and other marketing agreements and services agreements, among others. He has extensive intellectual property litigation experience as well, including handling technology-related disputes and litigations involving non-compete agreements and false advertising.
Selected Transactional Experience*
- Aimbridge Hospitality Holdings, LLC in its sale to Advent International.
- American Securities in the $1.37 billion sale of Arizona Chemical Holdings Corporation.
- Array Biopharma, Inc. in its acquisition of the oncology drugs encorafenib and binimetinib from Novartis AG and the resolution of a dispute with Genentech, Inc.
- Antin Infrastructure Partners in its acquisition of FirstLight Fiber.
- athenahealth, Inc. in its $5.7 billion sale to Veritas Capital and Evergreen Coast Capital (an affiliate of Elliott Management Corporation) and planned combination with Virence Health.
- ATI Physical Therapy Holdings, LLC (a portfolio company of Advent International) in its $2.5 billion business combination with Fortress Value Acquisition Corp. II, a SPAC sponsored by Fortress Investment Group.
- Avista in its acquisition of ZEST Anchors, Inc., in the combination of Vertical / Trigen Holdings, LLC with Osmotica Holdings Corp Limited; and MPI Research, Inc. in the approximately $800 million sale of MPI Research to Charles River Laboratories International, Inc.
- Benefytt Technologies, Inc. in its $625 million take-private by Madison Dearborn Partners.
- Berkshire Partners in, together with Warburg Pincus, a recapitalization of Consolidated Precision Products Corp.
- Brookfield Asset Management Inc. in its approximately $855 million acquisition of GrafTech International Ltd.
- Campbell Soup Company in its $6.1 billion acquisition of Snyder’s-Lance, Inc.; $2.2 billion sale of Campbell International, Inc.; $510 million sale of Bolthouse Farms; $300 million sale of Kelsen Group A/S; and sales of all EMEA operations of Kettle Foods and Yellow Chips and Garden Fresh Gourmet.
- ChargePoint, Inc. in its combination with Switchback Energy Acquisition Corporation, a SPAC sponsored by NGP Switchback, LLC, in a transaction that implied a ChargePoint enterprise value of $2.4 billion.
- Churchill Capital Corp III, a SPAC sponsored by Churchill Capital Group, in its $5.7 billion merger with MultiPlan, Inc. that has an enterprise value based on the transaction of approximately $11 billion.
- Churchill Capital Corp IV, a SPAC sponsored by Churchill Capital Group, in its $11.75 billion take-public merger with Lucid Motors.
- Engility Holdings, Inc. in its approximately $1.3 billion stock-for-stock merger with TASC, Inc.
- EQT Partners and its portfolio company Sivantos Pte. Ltd. (n/k/a WS Audiology A/S) in its acquisitions of TruHearing, Inc. and Clearwater Clinical Limited.
- Fiera Infrastructure in its investment in Conterra Ultra Broadband Holdings, Inc. and, together with APG Group, in the acquisition of the equity interests not already owned by Fiera in Conterra Ultra Broadband Holdings, Inc.
- General Atlantic in its sale of MeteoGroup Limited.
- Getty Images in intellectual property, technology and content licensing matters, including in connection with Getty Images’ acquisition of PicScout.
- G & K Services, Inc. in its $2.2 billion merger with Cintas Corporation.
- Goldman Sachs Merchant Banking Division in its acquisition of a significant stake in Zaxby's Operating Company L.P.
- Gores Holdings II, a SPAC sponsored by an affiliate of The Gores Group, in its transaction with Verra Mobility Corporation, with an initial enterprise value of approximately $2.4 billion.
- GreyLion Capital in its sale of a minority stake in Hyphen Solutions, LLC.
- Heartland Dental Care, LLC in the sale, by Ontario Teachers’ Pension Plan and other existing shareholders, of a majority stake in Heartland to KKR & Co., with Ontario Teachers' retaining a sizeable ownership stake.
- Hologic, Inc. in its $159 million acquisition of Diagenode, Inc.
- The Home Depot, Inc. in its acquisition of the assets of The Company Store Group, LLC.
- Institut Pasteur in the dispute between Institut Pasteur and the United States Government concerning the rightful discoverer of the AIDS virus and the inventorship of the AIDS diagnostic test and collaboration agreements between Institut Pasteur and the United States Government concerning AIDS and avian flu.
- inVentiv Health, Inc. in its $4.6 billion merger with INC Research Holdings, Inc. creating Syneos Health, Inc.
- J.C. Flowers in its acquisition of a majority stake in iLendingDIRECT.
- JAB Holding Company, as leader of an investment group, in that group's $13.9 billion take-private of Keurig Green Mountain, Inc.
- The Kroger Company in its acquisitions of Roundy’s, Inc., Vitacost.com, Inc. and Home Chef; joint venture with Lindsay Goldberg to form PearlRock Partners; $2.15 billion sale of its convenience store business unit to EG Group; and sale of its Turkey Hill business to Peak Rock Capital.
- Lantheus Medical Imaging in several matters including its acquisition of products from Epix Pharmaceuticals.
- L’Oréal USA in its $1.3 billion acquisition of the CeraVe, AcneFree and AMBI skincare product brands, its $1.2 billion acquisition of IT Cosmetics and its acquisitions of Essie Cosmetics, Urban Decay Cosmetics and Thayers Natural Remedies.
- The McGraw-Hill Companies, Inc. (n/k/a S&P Global Inc.) in the divestiture of its education business.
- Montagu Private Equity in its $490 million acquisition of the original equipment manufacturing (OEM) and tissue processing businesses of RTI Surgical, Inc. and in its acquisition of ISI Emerging Markets Group Ltd.
- Mudrick Capital Acquisition Corporation, a SPAC sponsored by Mudrick Capital, in its acquisition of substantially all of the assets of Hycroft Mining Corporation, with an initial enterprise value of approximately $537 million.
- Mudrick Capital Acquisition Corporation II, a SPAC sponsored by Mudrick Capital, in its pending $1.3 billion business combination with The Topps Company, Inc.
- Nexeo Solutions, Inc. in its $2 billion sale to Univar Inc. and its $640 million sale of Nexeo Solutions Plastics to One Rock Capital Partners.
- NPC International Inc. in its $801 million 363 asset sale in a chapter 11 bankruptcy proceeding of substantially all of its assets to Flynn Restaurant Group and Wendy’s International LLC.
- Oak Hill Capital Partners in its acquisition of EPIC Insurance Brokers & Consultants (EPIC); EPIC in its acquisitions of Frenkel & Company, Integro Holdings Inc. and Prime Risk Partners Inc.; and Oak Hill Capital and EPIC in the merger of EPIC and JenCap Holdings, LLC (a portfolio company of The Carlyle Group).
- Ontario Teachers’ Pension Plan (OTPP) in its acquisitions of APCO Holdings, PetVet Care Centers, CSC ServiceWorks Holdings and Synergy Outdoors LLC; in its acquisition of a majority stake in NVISION; together with L Catterton and others, in the sale of PetVet Care Centers; and OTPP and TA Associates in the sale of a majority stake in Flexera Software LLC, with OTPP and TA retaining minority stakes.
- Partners Group Limited in its acquisition of a majority stake in Pacific Bells, Inc. and World Wide Wings, LLC.
- Paycor, Inc., in its sale to Apax Partners.
- Pirelli & C. S.p.A. in most major matters involving technology and intellectual property over the past 20 years.
- Providence Equity Partners its sale of World Endurance Holdings, Inc., operator of the Ironman Triathlon competitions, to Wanda Sports Holdings (USA) Inc., and its acquisition of an equity stake in RentPath, Inc.
- Providence Strategic Growth Partners in its investment in Burning Glass Technologies and Propertybase in its acquisition of BoldLeads.com, Inc.
- PSAV, Inc., Goldman Sachs and Olympus Partners (PSAV’s sponsors) in the sale of PSAV to Blackstone.
- Reorg Research, Inc. (at the time, a portfolio company of Susquehanna Growth Equity) in its sale to Warburg Pincus.
- Sanofi in numerous transactions, including its $25 billion exchange of Merial, its animal health business, for the consumer healthcare business of Boehringer Ingelheim GmbH; its $3.7 billion acquisition of Principia Biopharma Inc.; its $2.5 billion acquisition of Synthorx, Inc.; its up to $1.45 billion acquisition of Kymab, Ltd.; its up to $470 million acquisition of Tidal Therapeutics, Inc.; its $125 million investment in Warp Drive Bio; its acquisitions of Pluromed, Inc., Genzyme Corporation and Chattem, Inc.; and its $350 million sale of its Seprafilm Adhesion Barrier and related assets to Baxter International Inc.
- SGS SA in its $335 million sale of Petroleum Service Corporation to Aurora Capital Partners.
- Signet Jewelers Limited in its approximately $1.4 billion acquisition of Zale Corporation, its $328 million acquisition of R2Net, Inc. and Segoma Imaging Technologies and its $625 million sale of convertible preferred shares to Leonard Green & Partners, the proceeds from which were to be used to fund a repurchase of up to $625 million in Signet common stock.
- Snow Phipps Group in its acquisitions of DecoPac, Inc. and FeraDyne Outdoors, the acquisition by FeraDyne of Field Logic., Inc., the acquisition by Cascade Environmental, LLC of TerraTherm, Inc. and its acquisition and sale of Kele, Inc.
- Straight Path Communications Inc. in its $3.1 billion sale to Verizon Communications Inc.
- Sun Life Financial Inc. in its acquisition of Prime Advisors.
- TCV in its $250 million minority investment in Vice Media and as lead investor in a $110 million Series F financing round for Strava, Inc.
- Thomas H. Lee Partners in its acquisitions and sale of a majority stake in 1-800 CONTACTS; its acquisition of Systems Maintenance Services; its sale of a 50% interest in inventive Health, Inc. (n/k/a Syneos Health, Inc.); its sale of a majority stake in Juvare LLC; and Intermedix Corporation in its $460 million sale to R1 RCM Inc.
- Total S.A. in its $4 billion acquisition of all of the oil and natural gas assets, liabilities, businesses and operations of Anadarko Petroleum Corporation in Mozambique and South Africa.
- TPG Growth and TPG Special Situations Partners in their acquisition of a minority stake in Spotify Technology S.A.
- VIVUS, Inc. in a licensing and supply arrangement with Metuchen Pharmaceuticals LLC.
- The Walt Disney Company on intellectual property aspects of its $4 billion acquisition of Marvel Entertainment.
- Willis Towers Watson PLC in its $1.3 billion acquisition of TRANZACT.
- Wyndham Destinations, Inc. in its $166 million sale of Wyndham Vacation Rentals LLC to Vacasa LLC.
Michael is the author of the treatises, Epstein on Intellectual Property and Modern Intellectual Property, a co-author of Online – Internet Law, International Intellectual Property and a co-editor of Drafting License Agreements, The Corporate Counsellor’s Deskbook, The Departing Employee, Doing Business in Eastern Europe, Biotechnology Law, The Trademark Law Revision Act, Joint Ventures and Other Cooperative Business Arrangements and Trade Secrets, Restrictive Covenants and Other Safeguards. He is the author of more than sixty articles on intellectual property law as well. He has lectured all over the world on intellectual property matters, including on such topics as trade secrets, biotechnology law, computer law, e-commerce, unfair competition, outsourcing, trademark law, licensing and non-compete agreements. Michael is a founder and co-editor of Intellectual Property & Technology Law Journal; and a member of the Editorial Boards of Computer Lawyer, Intellectual Property Strategist and Cyberspace Lawyer.
Michael is consistently recognized as a leading lawyer for Technology & Outsourcing in New York by Chambers USA and has been “praised for his outstanding ability in litigation and licensing, outsourcing and strategic alliance transactions” and as a “a seminal figure in the New York area” with “very wide-ranging and superior skills.” He is listed in the Technology Transactions “Hall of Fame,” for Patents: Licensing “Hall of Fame” and is recommended in Healthcare: Life Sciences by Legal 500 US. Michael is recognized as an “IP Star” for IP Transactions and Trademarks by Managing Intellectual Property, a “Global Leader” by IAM Global Leaders and “Highly Recommended” by IAM Patent 1000, with clients noting he is “not like your typical external service provider – he acts like he’s in-house and provides extremely close support. In negotiations, he’s reasonable yet tough, and he really pushes to reach your objectives.” Michael is also recognized as a leading lawyer for Technology Law in New York by Best Lawyers in America and for Intellectual Property by Super Lawyers.
Michael is active in community, philanthropic and public service matters. Michael is Chairman of the Board of Trustees of the Northwell Health System and a member of the board of Northwell’s Feinstein Institute for Medical Research. He is Co-Chair of the Board of Overseers of the Zucker School of Medicine at Hofstra/Northwell. Michael also serves on the boards of the Jewish Board of Family and Children’s Services and the Jonas Salk Foundation. He is a past member of the Dean's Advisory Council for the College of Arts & Sciences at Lehigh University and has served on advisory panels to Congress and to the National Academy of Sciences, Institute of Medicine on intellectual property matters. Michael has been awarded the Distinguished Trustee Award by the United Hospital Fund and awarded the Saul Z. Cohen Leadership Award by The Jewish Board of Family and Children’s Services. Michael is a Clinical Assistant Professor, Department of Medicine, Donald and Barbara Zucker School of Medicine at Hofstra/Northwell, where he teaches ethics.
Michael is a member of the American Bar Association: Litigation Section; Intellectual Property Law Section; and Section on Business Law and a member of the New York State Bar Association: Intellectual Property Law Section.
Michael is a member of the Firm’s Corporate Leadership Team and has been a member of the Firm’s Management Committee.
* Many of the acquisitions listed had separate technology/IP transactions as components of the larger transaction.