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MoFo Advises Endurance Acquisition Corp. on Its Combination With SatixFy Communications Ltd.

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Morrison & Foerster is advising Endurance Acquisition Corp., a NASDAQ-listed special purpose acquisition corporation and affiliate of Antarctic Capital, on its combination with SatixFy Communications Ltd., an Israeli vertically integrated fabless semiconductor chip company and a leader in next-generation satellite communication systems.

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Morrison & Foerster is advising Endurance Acquisition Corp., a NASDAQ-listed special purpose acquisition corporation and affiliate of Antarctica Capital, on its combination with SatixFy Communications Ltd., an Israeli vertically integrated fabless semiconductor chip company and a leader in next-generation satellite communication systems. Endurance Acquisition Corp. chose SatixFy after searching for a target business operating in data infrastructure and analytics, with a primary focus on space and wireless industries and related technology and services, or “space-based tech” digital infrastructure businesses. The combined company is expected to have a pro forma implied equity value of approximately $813 million.The MoFo team advising Endurance Acquisition Corp. is being led by corporate partners Larry Medvinsky, David Slotkin, and Aly El Hamamsy. The wider team includes New York tax partners Anthony Carbone and Dave Sturgeon, Washington, D.C. corporate partner Andy Campbell, Tokyo technology transactions partner Seth Graham, San Francisco executive compensation partner Amanda Hines Gold, Washington, D.C. antitrust partner Alex Okuliar, Washington, D.C. national security partner Charles Capito, Washington, D.C. employment and labor partner Andrew Turnbull, London employment and labor partner Annabel Gillham, London corporate partner Stuart Alford, London tax partner Trevor James, and London litigation partner Gareth Rees.

MoFo Advises Endurance Acquisition Corp. on Its Combination With SatixFy Communications Ltd.

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Larry Medvinsky is widely recognized as a creative, commercially focused attorney who guides clients through complex transactions.Larry serves as co-chair of Morrison Foerster’s REITs practice group and has nearly 30 years of experience advising boards of directors, public and private companies, and executive management teams on a broad range of corporate transactions. His practice focuses on representing issuers and underwriters, particularly in the REIT and Specialty Finance spaces, in IPOs and securities offerings, private equity and other sponsors in the raising of capital for funds, private REITs, and permanent capital vehicles and other private companies in transactions such as mergers and acquisitions (including UPREIT and DownREIT, and real estate acquisitions), joint ventures, dispositions, and other exit transactions, among others.Larry has been ranked in Chambers USA and Legal 500 USA since 2009 for his work in the REIT Capital Markets. Prior to joining the firm, he was a partner at another international law firm in New York.Larry is a member of the National Association of Real Estate Investment Trusts (Nareit) and Urban Land Institute. He has been a member of the Board of Directors of the University of Florida Foundation since 2019.<h4>Representative Experience</h4><h5>IPOs and Equity and Debt Capital Markets</h5><ul><li>Represented Endurance Acquisition Corp. (NASDAQ: EDNCU) in its $200 million initial public offering.</li><li>Represented Empire State Realty Trust, owner of the iconic Empire State Building, on its $1 billion NYSE listed IPO representing one of the largest REIT IPOs in US history, including utilizing a unique first of its kind voting security that allowed sponsors to effectively vote their OP Units and the listing of three classes of OP Units on NYSE ARCA. The proxy solicitation (including a hostile, very publicized public proxy fight) and consolidation of over 30 entities (including the public roll-up of three entities) to form Empire Realty Trust.</li><li>Represented Issuers/Underwriters in general board representations, governance and ESG matters, general corporate matters and a variety of common, preferred, convertible preferred, debt, convertible debt, forward purchases, unit investment trust and trust preferred offerings for over 40 public REITs, Real Estate Operating Companies, BDCs and other investment companies.</li></ul><h5>Platform Creations/Capital Raises</h5><ul><li>Represented Cantor Fitzgerald in a strategic joint venture with Silverstein Properties to pursue opportunity zone acquisitions and fund formations including representing Cantor Silverstein Opportunity Zone Fund Trust, LLC, an opportunity zone fund that qualifies as a REIT, in its formation, multiple private fund raising rounds and various acquisitions.</li><li>Represented CNL Financial Group, a private investment management firm in connection with a strategic joint venture with Levine Partners to form CNL Strategic Opportunities Partners, LLC a vehicle intended to acquire controlling equity interests and debt interests in middle market operating companies; the IPO of CNL Strategic in a continuous registered non-traded offering; several concurrent private offerings; and the acquisition of interests in certain companies.</li><li>Represented several sponsors in a variety of fund formations and continuing structuring and investment activities for such funds, including Colony Capital, UBS Capital Americas, Prudential Real Estate, Glenmont Realty, Conventus Mortgage, CBRE Global, Lend Lease, Resource Capital and Antarctica Capital.</li></ul><h5>Strategic Joint Ventures</h5><ul><li>Represented China Merchant Bank and China Life Insurance in its strategic joint venture with a Site Center Corp.</li><li>Represented Antarctica Capital, LLC, a global investment manager, in connection with a strategic joint venture with TIAA to act as the managing member and investment manager for a consortium of funds that acquired a portfolio of parking assets.</li></ul><h5>Mergers and Acquisitions</h5><ul><li>Represented Keystone Property Trust in its public sale to Eaton Vance, ASR in its public sale to UDR, Gramercy Property Trust in its public acquisition of American Financial Realty and SL Green in its public acquisition of Reckson Realty.</li></ul>*Includes prior firm experience

Larry P. Medvinsky

Partner

Aly El Hamamsy is a corporate partner in the firm’s New York office.Aly has nearly 20 years of experience advising on complex transactions including public and private acquisitions and divestitures, restructurings, joint ventures, corporate governance, and hostile takeovers. He has extensive experience in a variety of industries, including private equity, financial services, asset management, healthcare, technology, energy, and consumer goods. His transactional practice encompasses both U.S. domestic and cross-border M&A and joint ventures.Prior to joining Morrison & Foerster, Aly was a partner at another international law firm, where he advised on M&A transactions. He also previously acted as managing director of the National Basketball Association (NBA) for the Middle East Region, where he led the NBA’s operations in 11 countries for five different business lines and brand extensions.Aly earned his J.D. from Columbia University School of Law, where he was a James Kent Scholar. He earned his Bachelor of Engineering (Electrical) from McGill University. He is fluent in French and Arabic, and conversational in Italian.<h4>Representative Experience</h4><ul><li>Sky Harbour LLC, a developer of private aviation infrastructure focused on building, leasing, and managing business aviation hangars, in its business combination agreement with Yellowstone Acquisition Company (NASDAQ: YSAC, YSACU, and YSACW), a publicly traded SPAC sponsored by Boston Omaha Corporation (NASDAQ:BOMN). The combined company will have an implied pro forma equity market value of approximately $777 million at closing.</li><li>A diversified international markets infrastructure business in its US$27 billion acquisition of one of the world’s largest providers of financial markets data and infrastructure.</li><li>A multinational automotive parts manufacturing company in its acquisition of a leading global materials science and manufacturing expert’s anti-vibration systems business.</li><li>A multinational investment bank and financial services company in the sale of its alternative fund businesses to a global provider of fund administration services and a San Francisco-based private equity firm.</li><li>A German chemical company and the largest chemical producer in the world in its €5.9 billion acquisition of significant components of a multinational pharmaceutical and life sciences company’s seed and non-selective herbicide businesses.</li><li>The independent directors of the board of directors of an American cable television provider in connection with its separation from a French multinational telecommunications corporation.</li><li>A U.S. mining company, a wholly owned subsidiary of a global Belgian material solutions company, on its merger with a U.S. industrial sand company.</li><li>A financial services firm focused on the legal market on its US$160 million acquisition of the parent company of a litigation finance and asset management firm, combining the two largest litigation finance players in the world.</li><li>An American pharmaceutical company on its US$2.5 billion proposed inversion combination with a subsidiary of an Irish pharmaceutical company, and its US$15.6 billion acquisition by a Canadian pharmaceutical company.</li><li>A multinational commodity trading company on its acquisition of a global financial services company’s physical energy and commodities business.</li><li>A Spanish multinational financial services company on its US$1.9 billion acquisition of a U.S. bank.</li><li>An American multinational investment bank and financial services corporation on its sale of a majority stake in a retail broker to an American multinational investment bank and financial services company.</li><li>A British multinational universal bank on the sale of its U.S. power and natural gas commodities trading assets to a leading global bank’s energy division.</li></ul>

Aly El Hamamsy

David Sturgeon is a partner in Morrison Foerster’s Federal Tax practice.Dave advises clients on a broad range of complex business transactions, including domestic and cross-border mergers and acquisitions, joint ventures, spin-offs and other divestitures, as well as financings, refinancings, restructurings and other business transactions.He earned his J.D. from the University of Chicago Law School, where he was a member of the Chicago Journal of International Law, and received his Master of Laws in taxation from New York University School of Law.Prior to joining Morrison Foerster, Dave was an associate at a law firm in New York, where he represented public companies, financial institutions, private equity clients and other sponsor entities across industries in an extensive range of business transactions.

Dave Sturgeon

Andy’s practice focuses on representing issuers and underwriters in capital markets transactions and advising public and private companies on a variety of other corporate and securities matters, including strategic transactions, corporate governance matters, and compliance with the U.S. federal securities laws and the listing standards of securities exchanges.Andy has extensive experience advising both issuers and underwriters in initial public offerings and other registered and unregistered offerings of common and preferred equity, debt, and equity-linked securities. He also serves as primary outside counsel to a number of public and private companies and regularly advises members of management and boards of directors regarding corporate and securities matters.Andy is recognized as a leading lawyer in Chambers USA 2025 for REITs and as a “Notable Practitioner” in IFLR1000 for Capital Markets: Equity. He is recommended by The Legal 500 US for the areas of Capital Markets: Equity Offerings and REITs.<h4>Representative Experience</h4><ul><li>Represented SoftBank Group Corp. in its $2 billion PIPE investment in Intel Corporation (Nasdaq: INTC).</li><li>Represented MedEquities Realty Trust, Inc. (NYSE: MRT) in connection with its $256 million initial public offering, its $164 million 144A offering and private placement of common stock, and its $125 million private placement of preferred stock.</li><li>Represented Inovalon Holdings, Inc. (Nasdaq: INOV) in its $685 million initial public offering.</li><li>Represented Unity Software Inc. (NYSE: U) in connection with its $1.0 billion convertible notes offering to affiliates of Silver Lake and Sequoia Capital.</li><li>Represented RH (NYSE: RH) in connection with its $350 million Rule 144A offering of convertible notes.</li><li>Represented the initial purchasers in separate Rule 144A offerings of $375 million of 7.250% senior secured notes and $941 million of zero coupon senior secured notes of Diversified Healthcare Trust (Nasdaq: DHC).</li><li>Represented UDR, Inc. (NYSE: UDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $6 billion.</li><li>Represented Armada Hoffler Properties, Inc. (NYSE: AHH) in connection with multiple public offerings of common and preferred stock and private placements of operating partnership units.</li><li>Represented the dealer manager in exchange offers for senior notes of Office Properties Income Trust (Nasdaq: OPI).</li><li>Represented SoftBank Group Corp. in its $50 million PIPE investment in Cipher Mining Inc. (Nasdaq: CIFR).</li><li>Represented Zippy Shell, one of the largest containerized moving and storage companies in the U.S., in a $180 million preferred equity investment by Carlyle.</li><li>Representing Modiv Industrial, Inc. (NYSE: MDV) in connection with its $50 million at-the-market equity offering.</li><li>Represented the initial purchasers in a $300 million Rule 144A offering of 9.000% senior secured notes of Office Properties Income Trust (Nasdaq: OPI).</li><li>Represented Vonage Holdings Corp. (NYSE: VG) in connection with its $300 million Rule 144A offering of convertible notes.</li><li>Representing Baird in the $400 million at-the-market equity offering of Watsco, Inc. (NYSE: WSO).</li><li>Representing B. Riley in the at-the-market equity offering of Beam Global (Nasdaq: BEEM).</li><li>Representing Baird in the at-the-market equity offering of ESS Tech, Inc. (NYSE: GWH).</li><li>Represented SoftBank Group Corp. in its $150 million PIPE investment in Afya Limited (Nasdaq: AFYA).</li><li>Represented the underwriters in Modiv Industrial, Inc.’s (NYSE: MDV) Series A preferred stock offering, as well as the initial listing of its common stock and related offering.</li><li>Represented the underwriters in multiple underwritten secondary offerings of shares of Landsea Homes Corporation (Nasdaq: LSEA).</li><li>Represented the underwriters in multiple underwritten secondary offerings of shares of BrightSpire Capital, Inc. (NYSE: BRSP) by a stockholder affiliated with DigitalBridge Group, Inc. (NYSE: DBRG).</li><li>Represented B. Riley in a $30 million equity line of credit for Beam Global (Nasdaq: BEEM).</li><li>Represented private investment firms in equity lines of credit for multiple issuers.</li><li>Represented Broad Street Realty, Inc. (OTCQX: BRST) in connection with its joint venture and preferred equity investment from Fortress Investment Group.</li><li>Represented Anzu Special Acquisition Corp in its $425 million initial public offering and its subsequent merger with Envoy Medical, Inc. (Nasdaq: COCH).</li><li>Represented Science Strategic Acquisition Corp. Alpha in its $310 million initial public offering.</li><li>Represented Endurance Acquisition Corp. in its $200 million initial public offering.</li><li>Represented MedEquities Realty Trust, Inc. (NYSE: MRT) in its $600 million merger with Omega Healthcare Investors, Inc. (NYSE: OHI).</li><li>Represented Farmland Partners Inc. (NYSE: FPI) in connection with its initial public offering and subsequent public offerings of its common stock, its $131 million offering of 6.00% Series B Participating Preferred Stock, and private placements of operating partnership units.</li><li>Represented the management team at Parkway, Inc. in connection with its $1.2 billion acquisition by Canada Pension Plan Investment Board.</li><li>Represented UDR, Inc. (NYSE: UDR) in connection with Home Properties, Inc.’s $7.6 billion acquisition by Lone Star Funds, in which UDR acquired six communities for approximately $908 million.</li><li>Represented BMO Capital Markets, BofA Merrill Lynch, and Citigroup in Sun Communities, Inc.’s (NYSE: SUI) $250 million at-the-market equity offering.</li><li>Represented the underwriters in connection with Independence Realty Trust’s (NYSE: IRT) $34 million offering of common stock and concurrent listing.</li><li>Represented Jefferies and Baird in the initial public offering of AmREIT, Inc.</li><li>Represented JP Morgan, Citi, Deutsche Bank, and KeyBanc in the $293 million initial public offering of Retail Properties of America, Inc. (NYSE: RPAI).</li><li>Represented Colony Financial, Inc. in its $287.5 million initial public offering.</li></ul>

Andrew Campbell

Seth Graham is a partner in Morrison Foerster’s Technology Transactions Group and advises clients on a wide range of transactional matters involving technology and intellectual property, including licensing arrangements, technology transfers, outsourcing transactions, development agreements, and other commercial and services arrangements.Seth has over 15 years of experience in the U.S. and Asia advising clients on cross-border IP matters, with a focus on the IT, pharmaceutical, semiconductor and telecommunication industries. Seth regularly counsels clients with respect to software and content licensing arrangements, trademark licenses and branding strategies, outsourcing and cloud computing transactions, and joint development arrangements, as well as on issues regarding open source software, artificial intelligence (AI) and blockchain applications. Seth also assists clients with complex patent licensing arrangements and on intellectual property issues relevant to emerging company investments and project finance and development activities. He has represented client such as SoftBank, Fujitsu, Toshiba, Otsuka and Yahoo! Japan, amongst others.Seth also has extensive experience advising on adversarial litigation negotiations and settlements, in- and out-bound licensing arrangements across Asia, and mergers and acquisitions, restructurings, joint ventures and other corporate transactions. Seth provides pro bono legal services to Médecins Sans Frontières and other not-for-profit organizations in connection with establishing and enforcing their intellectual property rights.Seth has been consistently recognized for his work in the technology, media and telecommunications (TMT) space by Chambers Asia-Pacific and The Legal 500 Asia Pacific, and was named as an “Asia Super 50 TMT Lawyer” by Asian Legal Business. Clients comment that Seth has “great negotiation skills” and is their “go to lawyer for IP and cross-border matters” (Legal 500 2024) and that his “service and understanding of our business remains one of main reasons we use Morrison Foerster” (Chambers 2023).  Seth is admitted to practice in New York and California, and is a Gaikokuho-Jimu-Bengoshi in Japan.

Seth M. Graham

Alex Okuliar is Chair of Morrison Foerster’s Global Antitrust Law Practice Group. He served as the Deputy Assistant Attorney General for Civil Antitrust Enforcement at the U.S. Department of Justice during the first Trump Administration and, earlier in his career, as a trial attorney at DOJ and an advisor at the Federal Trade Commission. His practice includes merger reviews, litigation, and government investigations.“The ‘excellent’ Alex Okuliar has a broad practice taking in merger clearance, conduct investigations and antitrust litigation. He is particularly noted for his work on behalf of media and technology companies.” – Chambers USA, DC AntitrustAlex represents clients in lawsuits in federal and state courts around the United States. Described as “very smart” and “incredibly knowledgeable,” he has helped clients succeed in a wide range of cases, including class actions and private party disputes alleging price fixing, monopolization, group boycotts, market allocation, and tying. He and his team recently won Global Competition Review’s 2026 Litigation of the Year – Non-Cartel Prosecution for their representation of Avadel Pharmaceuticals in a monopolization case against another pharmaceutical company.He also regularly represents clients in merger and conduct investigations by the U.S. Department of Justice, the Federal Trade Commission, state Attorneys General, and foreign agencies, including the European Commission and the UK Competition and Markets Authority. He has guided clients through the complex global merger clearance process and litigated agency merger challenges through trial.Alex has notable federal agency senior leadership experience. He was appointed the Deputy Assistant Attorney General for Civil Enforcement in the DOJ Antitrust Division during the first Trump Administration and in that role oversaw more than 150 career staff, agency merger enforcement, and an industry-wide review of online platforms. He was also one of the principal architects and leaders of the agency’s landmark search monopolization case against Google (U.S. v. Google). Earlier in his career, Alex served as an attorney advisor to former FTC Commissioner Ohlhausen and a trial attorney in the Networks & Technology Enforcement Section of the Antitrust Division. Prior to his service as Deputy AAG, Alex was a partner at another international law firm.Alex is a thought leader and a frequent writer and speaker. He has edited or contributed to leading antitrust treatises and handbooks, including Antitrust Law Developments (7th edition), the Premerger Notification Practice Manual (3rd and 4th editions), and the Intellectual Property and Antitrust Handbook (2nd edition).Before law school, Alex co-founded and sold an online technology company.<h4>Representative Experience</h4><h5>Merger Review </h5>Alex has worked on nearly a thousand deals across many industry sectors over his roughly 25-year career. He has handled dozens of second requests and litigated merger cases through trial. Clients appreciate his in-depth knowledge of the federal agencies and the range and depth of his experience, particularly in technology markets. As one client noted in The Legal 500 U.S. Antitrust: Merger Control guide, “Alex Okuliar brings a deep knowledge of the law and economics of antitrust, and the ability to frame that knowledge within the unique circumstances of the digital economy.” Representative deals include:Agriculture, Food & Beverage<ul><li>AgroFresh Solutions in its acquisition of Pace International, a global provider of sustainable post-harvest solutions, equipment, and technical services, from Sumitomo Chemical.</li><li>Paine Schwartz Partners in multiple transactions in the agriculture technology and food space, including the recapitalization of Special New Fruit Licensing (SNFL), a table grape R&D company, as part of SNFL’s combination with IFG, and the investment by EQT into SNFL.</li><li>Sugar Foods Corporation in its sale to Pritzker Private Capital.</li></ul>Technology and Online Platforms<ul><li>Apigee, a cloud computing company, in its $625 million sale to Google.</li><li>AVG Technologies in its $1.3 billion sale to Avast Software, maker of antivirus and security software.</li><li>Cisco in multiple matters, including its $600 million acquisition of SD-WAN provider, Viptela.</li><li>Dupont Photomasks, a leading maker of semiconductor photomasks, in its roughly $650 million sale to Toppan Printing Co. Ltd., which closed after a Second Request investigation by the DOJ Antitrust Division.</li><li>Infineon Technologies AG in the sale of its HiRel DC-DC converter business to Micross Components, Inc.</li><li>Microsoft in many deals, including its $7.5 billion acquisition of GitHub, an AI-powered developer platform.</li><li>Molina Healthcare in the $231 million sale of its Medicaid management information systems business to DXC Technology.</li><li>Propel Media, an online advertising platform, in an FTC Second Request investigation and federal court and administration litigation related to its proposed acquisition by healthcare data company, IQVIA.</li><li>ShowingTime, a leading residential property technology company, in its $500 million sale to Zillow, which cleared successfully without conditions after a Second Request investigation by the FTC.</li><li>Uber in its multi-hundred-million-dollar investments in both Nuro, an American self-driving technology company and Lucid Group, Inc., a Silicon Valley-based technology company focused on creating the most advanced EVs in the world.</li><li>Unity Software Inc. in multiple transactions, including its all-stock $4.4 billion acquisition of app monetization platform and tool developer ironSource and the concurrent $1 billion PIPE investment by Silver Lake and Sequoia, and in response to the related $13.6 billion unsolicited acquisition proposal from AppLovin.</li></ul>Media, Entertainment & Telecommunications<ul><li>Hispanic Broadcasting Company in its $3 billion sale to Univision, which closed with a settlement after a year-long DOJ Second Request investigation.</li><li>Nexstar Media Group, one of the nation’s leading media companies and local television station owners, in achieving DOJ clearance of its $6.2 billion acquisition of Tegna Inc., an owner and operator of local television stations, and in subsequent litigation against several State AGs and a private party challenging the consummated deal.</li><li>Planet Labs, a satellite imagery and analytics company, in the acquisition of satellite company, Terra Bella Technologies, from Google.</li></ul>Energy, Infrastructure, and Industrials<ul><li>Axalta Coating Systems in its acquisition of U-POL Holdings Limited, a manufacturer of automotive repair and refinish products, for £428 million in cash (approximately US$590 million).</li><li>Advised Axalta Coating Systems on antitrust aspects of its approximately $285 million acquisition of The CoverFlexx Group, a provider of economy coatings for automotive refinish and aftermarket applications, from Transtar Holding Company.</li><li>Enterprise Products Partners in its $13 billion acquisition of GulfTerra, which closed with limited divestitures after an FTC Second Request investigation.</li><li>Enterprise Products Company (EPCO) and Dan L. Duncan in the FTC investigation related to EPCO and Duncan’s roughly $1.1 billion acquisition from Duke Energy of Texas Eastern Products Pipeline Company.</li><li>McGrath RentCorp. in its $400 million acquisition of Vesta Modular, a provider of temporary and permanent modular buildings, from Kinderhook Industries.</li><li>McGrath RentCorp. in its $200 million sale of Adler Tank Rentals to Ironclad Environmental Solutions.</li><li>McGrath RentCorp. in the FTC Second Request investigation of McGrath’s proposed $3.8 billion acquisition by WillScot Mobile Mini Holdings.</li><li>Meade Pipeline Co. in the $1.37 billion sale of its natural gas pipeline system to NextEra Energy Partners.</li><li>Nova Chemicals in its joint venture to build a $1.7 billion ethylene cracker and a polyethylene plant in Texas with Borealis and Total.</li><li>A private equity fund in the FTC investigation of the fund’s acquisition of a large North American plastics distribution business.</li><li>Schlumberger in the creation of Sensia, a joint venture with Rockwell Automation to develop and provide digital, integrated automation solutions for the oil and gas industry.</li><li>Superior Plus Corp., a leading North American distributor of propane, compressed natural gas, renewable energy and related products and services, in the $325 million sale of its construction products distribution business to Foundation Building Materials, a US distributor of building materials backed by Lone Star Funds.</li><li>Superior Plus Corp. in its $900 million acquisition of NGL Energy’s retail propane distribution business.</li></ul>Life Sciences<ul><li>Bayer AG in its $600 million acquisition of biotech company, BlueRock Therapeutics.</li><li>Bayer AG, through Leaps by Bayer, in its $215 investment in Century Therapeutics.</li><li>Kindred Biosciences in its approximately $450 million sale to Elanco Animal Health.</li><li>Otsuka Pharmaceuticals in its roughly $250 million acquisition of ADHD-drug developer, Neurovance.</li></ul>While serving at the DOJ and FTC, Alex investigated or oversaw the review of hundreds of transactions, including the $180 billion merger of United Technologies and Raytheon, NASDAQ’s proposed $11 billion acquisition of NYSE Euronext, Deutsche Boerse’s proposed $10 billion acquisition of NYSE Euronext, Waste Management’s $4.6 billion acquisition of Advanced Disposal Services, Liberty Latin America’s $1.95 billion purchase of AT&T Puerto Rico, Google’s $2 billion acquisition of Fitbit, Google’s $700 million acquisition of ITA Software, Reading Health System’s proposed acquisition of Surgical Institute of Reading, and Universal Health Service’s acquisition of Ascend Health Corporation, among many others.<h4>Antitrust Conduct Litigation</h4>Alex has represented clients in some of the most significant antitrust cases of the last twenty years, including class actions and private party disputes, and has represented both plaintiffs and defendants. As The Legal 500 U.S. Antitrust: Civil Litigation/Class Actions Defense guide noted, “Alex Okuliar litigates cutting-edge antitrust topics such as platform competition and data collection as well as media cases.” His thought leadership on class action issues has also been cited by courts (See In re GPU Antitrust Litigation, 253 F.R.D. 478, 492–3 (2008)). Representative cases include:Private Party Disputes (Plaintiff and Defense)<ul><li>Avadel, a leading biopharmaceutical company, in Jazz Pharmaceuticals v. Avadel CNS Pharmaceuticals (D. Del.), alleging monopolization and other unlawful conduct by Jazz Pharmaceuticals. The case squarely addressed conduct long viewed by enforcers as anticompetitive, placing it at the forefront of pharmaceutical antitrust enforcement. The FTC also filed an <a href="https://www.ftc.gov/news-events/news/press-releases/2022/11/ftc-amicus-brief-challenges-abuse-fda-orange-book-listing-procedures-block-drug-competition" target="_blank">amicus brief</a> explaining to the Court the harm to competition from such listings. With trial imminent, achieved sweeping global settlement, delivering $90 million payment, perpetual worldwide license to key patents, and long-term certainty over Avadel’s commercial rights, unlocking Avadel’s strategic potential, culminating in a proposed $2.37 billion acquisition. The MoFo team recently won Global Competition Review’s 2026 – Litigation of the Year – Non-Cartel Prosecution.</li></ul><ul><li>Capital One in American Express v. Visa, et al. (S.D.N.Y.), where he defended the client against group boycott claims alleging that certain exclusive bylaws for the Visa and Mastercard credit card networks represented an agreement to boycott American Express. The case settled after years of litigation.</li><li>The Clorox Company and its Brita subsidiary in Zerowater v. Clorox, Brita, et al. (E.D. Pa), a lawsuit which involves allegations of patent ambush, monopolization and unfair competition. The case recently settled.</li><li>Icon, a real estate development company, in Icon v. Southwest Regional Council of Carpenters, et al. (C.D. Cal.), a federal antitrust lawsuit alleging monopolization, sham petitioning, and other claims in labor markets. See the press coverage in <a href="https://www.bloomberglaw.com/bloomberglawnews/antitrust/XEJFH0U8000000?bna_news_filter=antitrust#jcite" target="_blank">Bloomberg</a>. The case settled.</li><li>Provi, an e-commerce platform, in Tiz (d/b/a Provi) v. Southern Glazer’s and Republic National Distribution Co. (N.D. Ill.), an antitrust claim alleging monopolization, tying, and group boycott, among other conduct, by the nation’s largest alcohol distributors to eliminate new and innovative online marketplace competition from Provi. See coverage of the case by <a href="https://www.politico.com/news/2022/03/29/alcohol-ordering-antitrust-suit-00021383" target="_blank">Politico</a>.</li><li>A national financial institution in its defense against state unfair competition claims in connection with a business transaction.</li><li>A leading online professional networking site in its defense against unfair competition claims based on allegations that the site had blocked a competing site from scraping its data to develop another service.</li><li>A leading medical imaging technology company in an antitrust counterclaim related to a patent infringement action.</li><li>An online media streaming company in an antitrust counterclaim against the major national television broadcasters related to a copyright infringement lawsuit.</li></ul>Class Action Defense<ul><li>Asiana Airlines in In re Korean Air Lines Co. Antitrust Litigation (C.D. Cal.), defending against a class action alleging price-fixing of passenger air fares. Client prevailed on motion to dismiss claims of indirect purchasers of passenger air fares, which was upheld in relevant part on appeal, and the remainder of the case settled. </li><li>Asiana Airlines in In re Air Cargo Shipping Services Antitrust Litigation (E.D.N.Y) to defend against a class action alleging price-fixing of cargo shipping fees. The case was ultimately settled.</li><li>Capital One in In re Payment Card Interchange Fee and Merchant Discount Litigation (E.D.N.Y.), to defend against alleged price-fixing claims related to credit card interchange fees. This matter ultimately settled.</li><li>Honeywell in Wright v. Honeywell (Vt.), McKinnon v. Honeywell (Me.), Fagan v. Honeywell (Mass.), and Roos v. Honeywell (Cal.), to defend against class actions alleging monopolization of certain home thermostats. Certain cases were dismissed after briefing and oral argument and others were ultimately settled.</li></ul>Other (Government Litigation)<ul><li>The United States in United States v. Google (search) (D.D.C.), in its landmark monopolization case against a leading online search engine. He served as the senior Antitrust Division official overseeing the DOJ staff team to develop and prosecute the lawsuit.</li><li>The United States in United States and the State of Michigan v. Blue Cross Blue Shield of Michigan (E.D. Mich.) regarding allegations that the defendant’s most favored nation provisions in its contracts with providers were an unlawful restraint of trade. The matter was dismissed after the State of Michigan enacted laws banning the use of most favored nation clauses by insurers, health maintenance organizations, and nonprofit health care corporations in contracts with providers.</li></ul><h4>Government Investigations & Policy Advocacy</h4>Alex also handles investigations, compliance counseling, and policy advocacy for governmental entities. As one client noted in The Legal 500 U.S. Antitrust: Cartels guide, “Alex Okuliar brings a calm and thoughtful approach to the matters he advises on. He has good judgment and delivers advice in a user-friendly format. He stays current on emerging issues in antitrust law and provides a helpful perspective on areas of risk and how to best address those areas.”Some of his matters include representing:<ul><li>An AI company in an FTC investigation of a technology platform.</li><li>A technology company in its defense against an FTC investigation into an alleged order violation.</li><li>A major chemical company as a leniency applicant in a DOJ criminal price-fixing investigation.</li><li>An airline in various DOJ criminal cargo and passenger airfare antitrust investigations.</li><li>A technology company in a DOJ investigation of an alleged no-poach agreement relating to employee hiring.</li><li>A major energy company as a third-party complainant and witness in an FTC investigation leading to litigation against the merging companies.</li><li>An energy company in an internal investigation of trading activity related to allegations of price fixing.</li><li>A major hospital system in a state AG price-fixing and market allocation investigation.</li><li>A ticket reseller in a state AG consumer protection investigation.</li><li>A major retailer as a third party in multiple state and federal investigations.</li><li>Clients advocating to government agencies on issues relating to technology platforms, mergers, and issues involving antitrust and intellectual property.</li></ul>

Alexander Okuliar

Chair of Global Antitrust Law Practice Group

Charles Capito is a partner in both Morrison Foerster’s National Security and Government Contracts + Public Procurement practices.In the National Security space, he has significant experience counseling clients on the complex and evolving considerations related to the Committee on Foreign Investment in the United States (CFIUS). Charles frequently helps investors and U.S. businesses through every aspect of the CFIUS process, from understanding and allocating CFIUS risk on the front end, to presenting cases before the Committee, to negotiating appropriate mitigation measures, and ultimately to implementing and complying with mitigation agreements after the fact. Charles’ experience includes securing clearances for some of the largest and most sensitive cases reviewed by CFIUS, as well as dozens of more discreet transactions and investments.Charles regularly advises clients on critical regulatory regimes in the national security space. Whether in the context of specific transactions or day-to-day counseling, clients rely on Charles to help them comply with and operate under U.S. export controls, in particular, the International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR). These regimes, especially the EAR, are undergoing noteworthy and complex changes, and now play key roles in other legal regimes like CFIUS. In addition, government contractors with access to classified information and their investors go to Charles to understand their obligations under the National Industrial Security Program (NISP) and, in particular, the sensitive issues presented by foreign ownership, control, or influence (FOCI) in this space.Companies operating in today’s national security space are wise to take a holistic view of the legal environment incorporating not only their legal obligations today, but also the wider geopolitical landscape to plan for the future. Charles speaks and writes regularly on these and other topics in the national security space, and has been recognized by legal publications like Chambers USA and Best Lawyers for his expertise in these areas.Charles is also a seasoned Government Contracts practitioner, assisting government contractors with a wide variety of compliance and litigation issues. This includes the numerous national security issues government contractors face when they are subject to FOCI, manufacture or export defense articles under the ITAR or sensitive dual-use technology under EAR, or are required to understand and comply with recent compliance regimes like Section 889 of the 2019 National Defense Authorization Act. Charles also has years of experience on pre- and post-award bid protests before the Government Accountability Office and the Court of Federal Claims, and contracts claims and disputes before the boards of contract appeals, and other judicial and administrative tribunals.  Additionally, he counsels clients on prime- and subcontractor disputes, small business issues, compliance with federal procurement regulations, and government contracts mergers and acquisitions.Charles graduated from Washington & Lee University School of Law, where he served as senior articles editor of the Washington & Lee Law Review. He received his Bachelor of Arts degree from Duke University.

Charles Capito

Andrew Turnbull is a partner in the firm’s Global Employment + Labor Group and co-leader of the firm’s Anti-Bias Strategy + Defense Task Force. He has extensive experience advising, defending, and investigating high stakes and class discrimination, harassment, and whistleblower claims, including enforcement actions by EEOC, DOL, DOJ Civil Rights, ICE, and similar state agencies.  He is also well versed in defending and pursuing employee mobility and trade secret misappropriation claims, including breach of non-competes, non-solicits, and non-disclosures claims as well as and duty of loyalty and trade secrets claims. Andrew also routinely defends and advises companies, board of directors, and executives on the significant reputational, business, and compensation issues arising from executive disputes.A primary focus of Andrew’s practice involves helping companies handle the unique employment issues and challenges from doing business with the federal government, including:<ul><li>Defending whistleblower qui tam and retaliation claims under the False Claims Act, the National Defense Authorization Act, and other whistleblower laws;</li><li>Advising and defending government investigations and litigation under the Service Contract Act, the Davis-Bacon Act, and other prevailing wage laws;</li><li>Compliance and litigation defense relating to federal and state affirmative action requirements and DEI related risks;</li><li>Advising on unique compliance issues for federal contractors, such as mitigating discrimination risks when screening for export control compliance under ITAR and EAR, conducting E-Verify audits and compliance, and navigating the Drug-Free Workplace Act.</li></ul>Andrew is problem-solver. He routinely provides clients from Fortune 100 companies to startups with practical and business-minded risk mitigation strategies for various employment and labor issues, including:<ul><li>Developing DEI, affirmative action, pay transparency, antidiscrimination, and antiharassment programs and policies;</li><li>Conducting pay equity studies, adverse impact analysis, and bias testing of employment tests and tools, including for artificial intelligence;</li><li>Developing trade secrets protection and restrictive covenants strategies;</li><li>Reductions in force, furloughs, and high-risk terminations;</li><li>Risks related to 1099s and other contingent workers; and</li><li>Risks related to I-9 and E-Verify compliance, audits, and raids.</li></ul>Andrew also advises companies and executives on a wide range of employment agreements, including drafting and negotiating executive employment agreements, separation agreements, non-competes and non-solicits, and commission and bonus plans.Andrew also represents employers in matters involving union avoidance, negotiating and drafting collective bargaining agreements, handling union grievances, and avoiding and defending unfair labor practice charges.Prior to joining private practice, Andrew worked as a human resources manager for a company recognized on the Inc. 500, an annual list of the fastest-growing private companies in the United States.  Andrew received his J.D. with honors from the George Washington University Law School, where he served as a notes editor for The George Washington Law Review.  While in law school, Andrew interned at the Commercial Litigation Branch of the U.S. Department of Justice.Andrew is an active member of the steering committee of the Washington Metro Industry Liaison Group.

Andrew Turnbull

As a member of our renowned global data privacy team, Annabel Gillham specializes in employee data protection and data crisis management. Described by clients as “excellent, very pragmatic, efficient and completely client-oriented”, she works across a variety of sectors, including technology, retail, and financial services, and frequently manages multi-jurisdictional advice for international clients. Her practice includes advice on:<ul><li>cross-border labor and employment matters</li><li>employee litigation</li><li>data privacy compliance management</li><li>data security breach management</li><li>internal and regulatory investigations</li></ul>Annabel regularly helps senior management and HR executives with the “people” aspects of takeovers, restructuring projects, business and share sales, and outsourcings. She also advises employers in relation to sensitive claims, such as unlawful discrimination, equal pay, and whistleblowing. Annabel also advises on team moves.She supports her clients on all aspects of General Data Protection Regulation compliance and regularly advises organizations facing ICO enforcement action. She has developed particular specialties in complex areas, such as the collection and use of data relating to criminal offenses and the application of data protection law to insolvency practitioners.As an experienced litigator with experience in helping clients defend group litigation, Annabel helps clients develop their strategy for responding to regulatory action and court claims relating to the use of employee and customer personal data. She regularly designs and presents employment and data protection law training and updates to senior managers and HR executives and is involved in preparing responses to UK government consultations.In addition, Annabel is qualified to practice in the British Virgin Islands, where she spent three years advising on cross border commercial litigation and insolvency matters, including high value board and shareholder disputes, freezing orders, and third-party disclosure orders.

Annabel Gillham

Stuart Alford is a partner based in the Corporate Group.Stuart’s practice focuses on mergers and acquisitions, private equity investments, joint ventures, reorganizations and general corporate advisory matters. He has particular experience in the technology space, and regularly advises European, Asian and U.S.-based clients on complex cross-border mergers and acquisitions and investments.Prior to joining Morrison Foerster in 2017, Stuart trained and practiced in the London and Hong Kong offices of an international law firm. During that appointment, he was seconded to a leading investment bank where he assisted with a range of transactions across Europe and the Middle East.Stuart received his M.A. (Hons.) degree in International Relations from the University of St. Andrews, and his law degree from the College of Law, London. He is qualified as a solicitor in England and Wales.

Stuart Alford

<div style="margin-bottom: 15px;" class="videoWrapper"><iframe class="sticky-video" title="Meet Trevor James, Tax Partner" src="https://www.youtube-nocookie.com/embed/QzAcj49XaPo?rel=0" frameborder="0" allow="autoplay; encrypted-media" allowfullscreen="1" title="iframe"></iframe></div>Trevor has over 30 years of experience in providing corporate and international tax advice. His practice focuses on advising client on the tax planning aspects of international transactions and strategic tax planning for global clients. He has particular experience in advising clients in the technology sector and IP-rich companies.Trevor has also advised clients on the design and implementation of global private equity and investment funds, including advising executive teams on the structuring of their carried interest arrangements. He is familiar with the legislation, HM Revenue & Customs guidance and current market practice in relation to such arrangements.Trevor has extensive experience in the tax-efficient structuring of complex debt securities, private placement transactions and other international finance instruments. He also advised both banks and corporates in connection with the design and implementation of financial and structured products, including mortgage, royalty and receivable securitizations transactions and covered bonds transactions.He also advises companies in connection with employee equity participation issues, including advising on HM Revenue & Customs approved share option schemes, unapproved option schemes, long-term incentive plans and direct issue of shares to employers and directors.