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MoFo Advises Uber on Investments in Nuro and Lucid for Next-Generation Autonomous Robotaxi Program

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Morrison Foerster advised Uber (NYSE: UBER) on multi-hundred-million-dollar investments in both Nuro, an American self-driving...

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Morrison Foerster advised Uber (NYSE: UBER) on multi-hundred-million-dollar investments in both Nuro, an American self-driving technology company and Lucid Group, Inc. (NASDAQ: LCID), a Silicon Valley-based technology company focused on creating the most advanced EVs in the world.For the robotaxi program, Uber aims to deploy 20,000 or more Lucid vehicles equipped with the Nuro Driver over six years. The vehicles will be owned and operated by Uber or its third-party fleet partners and made available to riders exclusively via the Uber platform.The MoFo team on the Nuro investment was led by Palo Alto emerging companies + venture capital partner Jim Ryan with corporate associates Katherine Suzuki and Lovina Consunji.The MoFo team working on the Lucid investment was led by Washington, D.C. capital markets partner Justin Salon, with San Diego capital markets partner Tommy Felix, Washington, D.C. public company advisory & governance partner Ryan Adams, and corporate associates Devansi Reshamwala and Sydney Stancik.The broader team included Washington, D.C. antitrust partners Alex Okuliar and Megan Gerking and associate Alexa Rae DiCunzolo, and Los Angeles tax partner Dave Sturgeon.Read <a href="https://www.businesswire.com/news/home/20250717682217/en/Lucid-Nuro-and-Uber-Partner-on-Next-Generation-Autonomous-Robotaxi-Program" target="_blank">Uber’s press release</a>.

MoFo Advises Uber on Investments in Nuro and Lucid for Next-Generation Autonomous Robotaxi Program

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Jim Ryan is a partner in Morrison Foerster's Transactions Department. His practice focuses on domestic and cross-border corporate and securities matters, including venture capital and private equity financings, mergers and acquisitions, securities compliance, and corporate governance.Jim represents entrepreneurs, startups and emerging companies as outside general counsel, venture capital and private equity investors, and financial and strategic acquirers across the technology, media, telecommunications, and life sciences industries. His clients operate in a variety of sectors including machine learning and artificial intelligence, robotics, autonomous vehicles, cybersecurity, data analytics, fintech, e-commerce, gaming, life sciences, and medical devices.Jim earned his J.D. from the Santa Clara University School of Law, where he was a comments editor for the Santa Clara Law Review and was published on the topic of cloud computing regulation. He received his B.A. in Economics with a minor in Information Systems and Technology Management from the University of California, Santa Cruz.

Jim Ryan

Partner

Justin is chair of the firm’s Capital Markets practice and former co-chair of Morrison Foerster’s REIT practice.Justin represents both issuers and underwriters in a wide variety of corporate and securities matters, including initial public offerings, primary and secondary offerings, private placements, senior and subordinated debt financings, and liability management transactions. In addition, he serves as primary outside counsel to numerous public company clients with respect to corporate governance issues, compliance with the U.S. federal securities laws, and the requirements of the New York Stock Exchange (NYSE) and NASDAQ, as well as general corporate matters.For his role as lead attorney on Arm's IPO, The American Lawyer recently recognized Justin as a 2024 "Dealmaker of the Year," an award honoring lawyers who guided the most complex, groundbreaking, and impactful deals of the past year.Justin is recommended by The Legal 500 US 2023 for Capital Markets: Debt Offerings, Capital Markets: Equity Offerings, M&A / Corporate and Commercial: Private Equity Buyouts, and REITs. He is also recognized as a leading lawyer in Chambers USA 2023 for REITs.<h4 dir="ltr">Representative Experience</h4><h5 dir="ltr">Equity</h5><ul><li dir="ltr">Represented Arm Holdings plc, the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023.</li><li>Represented SoftBank Group Corp. in connection with its $2 billion PIPE investment into Intel Corporation (Nasdaq: INTC).</li><li>Represented Uber Technologies Inc. (NYSE: UBER) in connection with its $300 million PIPE investment into Lucid Group, Inc. related to a global robotaxi program created exclusively for the Uber ride-hailing platform.</li><li dir="ltr">Represented Armada Hoffler Properties, Inc. (NYSE: AHH) in connection with multiple follow-on offerings of common stock and preferred stock and represented the underwriters in connection with Armada Hoffler’s initial public offering.</li><li dir="ltr">Represented Inovalon Holdings, Inc. (NASDAQ: INOV) in its initial public offering.</li><li dir="ltr">Represented RLJ Lodging Trust (NYSE: RLJ) in connection with its initial public offering.</li><li dir="ltr">Represented the underwriters in connection with Plymouth Industrial REIT’s initial public offering, multiple follow-on offerings of common stock, and issuance of perpetual preferred stock.</li><li dir="ltr">Represented the underwriters in connection with Community Healthcare Trust’s (NYSE: CHCT) initial public offering and numerous follow-on equity offerings.</li><li dir="ltr">Represented Farmland Partners, Inc. (NYSE: FPI) in its initial public offering, subsequent public offerings of common stock, and offering of 6.00% Series B Participating Preferred Stock.</li><li dir="ltr">Represented issuers or underwriters in connection with SPAC IPOs for Anzu Special Acquisition Corp I, Endurance Acquisition Corp., Pegasus Digital Mobility Acquisition Corp., Revelstone Capital Acquisition Corp., Science Strategic Acquisition Corp. Alpha, and Sound Point Acquisition Corp. I.</li><li dir="ltr">Represented Education Realty Trust (NYSE:EDR) in connection with multiple public offerings of common stock resulting in proceeds in excess of $1 billion.</li><li dir="ltr">Represented UDR, Inc. in connection with multiple follow-on equity offerings.</li><li dir="ltr">Represented the underwriters in connection with multiple registered offerings of preferred stock and common stock by Sotherly Hotels (NASDAQ: SOHO).</li><li dir="ltr">Represented Trade Street Residential, Inc. in its backstopped rights offering and corresponding PIPE.</li><li dir="ltr">Represented the underwriters in connection with Independence Realty Trust’s (NYSE: IRT) offering of common stock and concurrent listing on the NYSE.</li></ul><h5 dir="ltr">Debt and Liability Management</h5><ul><li dir="ltr">As designated underwriters’ counsel to Royal Dutch Shell Plc, represented the underwriters in connection with registered offerings of more than $30 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc.</li><li dir="ltr">Represented the underwriters in connection with the registered offering of $5 billion of notes by Novartis Capital Corporation, the U.S. financing subsidiary of Novartis AG.</li><li dir="ltr">Represented Education Realty Trust (NYSE:EDR) in connection with multiple public offerings of debt securities resulting in proceeds in excess of $1 billion.</li><li dir="ltr">Represented ON Semiconductor Corporation (NASDAQ: ON) in its $500 million Rule 144A offering of 1.625% convertible senior notes, $805 million Rule 144A offering of its 0% convertible senior notes due 2027, and privately negotiated repurchase and exchange transactions for outstanding senior notes.</li><li dir="ltr">Represented Vontier Corporation (NYSE: VNT) in its $1.6 billion 144A offering of senior notes and its $1.6 billion registered exchange offer.</li><li dir="ltr">Represented Veeco Instruments Inc. (NASDAQ: VECO) in its $300 million 144A offering of 2.70% convertible senior notes and its $125 million Rule 144A offering of 3.75% convertible senior notes.</li><li dir="ltr">Represented Whole Foods Market, Inc. in its $1 billion Rule 144A/Regulation S offering of 5.200% senior notes due 2025 and subsequent registered exchange offer.</li><li dir="ltr">Represented the Commonwealth of the Bahamas in connection with its $100 million 144A sovereign debt offering.</li><li dir="ltr">Represented AutoZone, Inc. (NYSE: AZO) in connection with $1.55 billion of registered offerings of senior notes.</li><li dir="ltr">Represented Smithfield Foods, Inc. in its $1 billion offering of senior notes and concurrent tender offer for over $750 million of outstanding senior notes.</li><li dir="ltr">Represented WellPoint, Inc. (NYSE: WLP) in its $1.75 billion offering of senior notes.</li><li dir="ltr">Represented Aventine Property Group in connection with its $100 million private offering of convertible senior notes.</li><li dir="ltr">Represented the underwriters in connection with multiple registered offerings of senior notes by Sotherly Hotels (NASDAQ: SOHO).</li><li dir="ltr">Represented the placement agent in connection with the $50 million private offering of senior secured notes by Newport Realty Trust, a private mortgage REIT.</li><li dir="ltr">Represented the placement agent in connection with the private placement of $100 million aggregate principal amount of 6.75% senior unsecured notes due 2023 issued by MCREIF SubREIT, LLC, a private REIT managed by M360 Advisors, and fully and unconditionally guaranteed by M360 CRE Income Fund LP.</li><li dir="ltr">Represented the placement agent in connection with the private placement of $36.5 million aggregate principal amount of 7.5% senior unsecured notes due 2025 issued by NextPoint Real Estate Finance Operating Partnership, L.P., the operating partnership subsidiary of NexPoint Real Estate Finance, Inc. (NYSE: NREF).</li><li dir="ltr">Represented the placement agent in connection with the private placement of $42.25 million aggregate principal amount of its 7.00% senior unsecured notes due 2026 issued by Pelorus Fund REIT, LLC.</li></ul><h5 dir="ltr">M&A</h5><ul><li dir="ltr">Represented Education Realty Trust in its $4.6 billion all-cash sale to a newly formed perpetual life vehicle led by an affiliate of Greystar Real Estate Partners.</li><li dir="ltr">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 dir="ltr">Represented Greenlane Holdings, Inc. (NASDAQ: GNLN), in its merger of equals with KushCo Holdings, Inc.</li><li dir="ltr">Represented Pivotal Investment Corp. II in connection with its merger with XL Fleet Corp., a leader in vehicle electrification solutions for commercial and municipal fleets.</li><li dir="ltr">Represented Farmland Partners, Inc. in connection with its stock-for-stock acquisition of American Farmland Company (NYSE: AFCO), as well as more than $400 million of property acquisitions.</li><li dir="ltr">Represented Trade Street Residential, Inc. in its acquisition by Independence Realty Trust, Inc.</li><li dir="ltr">Represented the Special Committee of the board of directors of Bluerock Residential Growth REIT in connection with the proposed internalization of its external manager.</li></ul>

Justin R. Salon

Tommy Felix is a partner in the firm’s Capital Markets and Public Company Advisory & Governance practices.Drawing upon a wealth of experience advising public and private companies, private equity and venture capital firms, and investment banks, Tommy guides clients through complex transactional matters, including initial public offerings, debt and equity offerings, leveraged buyouts, mergers and acquisitions, SPAC transactions, and cross-border deals.Tommy’s deep understanding of securities law issues and transactions, coupled with his ability to navigate intricate regulatory frameworks, enables him to provide strategic and practical solutions that align with his clients’ business objectives.Tommy’s experience extends to advising on preferred stock issuances, private placements of debt and equity securities, public mergers and acquisitions, and innovative restructuring and liability management transactions, and spans diverse industries, including life sciences, biotechnology, gaming, industrials, healthcare, retail, technology, telecommunications, and transportation. Tommy is a member of the Board of Directors of Corporate Directors Forum, which provides governance education and peer networking for corporate directors, and a member of The Century Club of San Diego, a nonprofit organization dedicated to supporting the local community and youth programs through San Diego’s annual PGA TOUR golf tournament.<h4>Representative Matters</h4><h5>Equity</h5><ul><li>Represented Carlsmed, Inc. (Nasdaq: CARL) in connection with its $100.5 million initial public offering</li><li>Represented Uber Technologies Inc. (NYSE: UBER) in connection with its $300 million PIPE investment into Lucid Group, Inc. related to a global robotaxi program created exclusively for the Uber ride-hailing platform.</li><li>Represented Robert W. Baird & Co. in connection with the at-the-market equity offering of ESS Tech, Inc. (NYSE: GWH).</li><li>A global alternative investment manager in connection with its offerings of $1.5 billion of mandatory convertible preferred stock and $750 million of investment grade notes. </li><li>A global alternative investment manager in connection with its $357 million follow-on equity offering of Class A common stock.</li><li>A private equity firm in its $250 million minority growth investment in a technology-enabled professional services company.</li><li>A portfolio company of a private equity firm focused on safety and compliance in connection with its issuance of $300 million of preferred units.</li><li>A global alternative investment manager in connection with its $100 million preferred stock investment in a Brazilian asset management firm.</li><li>A private equity firm in a $200 million preferred equity offering in connection with its acquisition of a specialty insurance program manager.</li><li>A legal and workflow automation software company, a portfolio company of a private equity firm, in connection with its issuance of $85 million of preferred stock.</li><li>An investment management firm in connection with its preferred stock investment in a consumer lifestyle company and owner of a well-known global brand.</li><li>An alternative asset manager in connection with a secondary offering by certain selling stockholders of $387 million of Class A common stock.</li><li>A distressed-focused investment firm in connection with its preferred stock investment in a physical therapy company.</li><li>A portfolio company of a private equity firm specializing in food ingredients and bakery products in connection with its issuance of $85 million of preferred stock.</li><li>A portfolio company of a private equity firm specializing in plastic packaging solutions in connection with its issuance of $100 million of preferred stock.</li><li>A portfolio company of a private equity firm providing insurance software solutions in connection with its issuance of $12 million of preferred stock.</li><li>A portfolio company of a private equity firm specializing in healthcare governance and compliance software in connection with its issuance of $80 million of preferred stock.</li><li>An alternative asset manager in connection with a secondary offering by certain selling stockholders of $123 million of Class A common stock.</li></ul><h5>Debt</h5><ul><li>Represented the initial purchasers in Rule 144A offering of $375 million of 7.250% senior secured notes of Diversified Healthcare Trust (Nasdaq: DHC). </li><li>Represented Groundwork Holdings in a comprehensive debt refinancing, including the refinancing of its existing credit agreement and associated transactions.</li><li>A family office in a $25 million investment in an insurance agency specializing in transportation and logistics insurance. </li><li>The underwriters in connection with a $325 million offering of notes by a publicly traded business development company.</li><li>An alternative asset manager in its $1 billion offering of senior notes.</li><li>A global alternative investment manager in its registered offering of $500 million of senior notes.</li><li>A telecom analytics company, a portfolio company of a private equity firm, in connection with its $30 million issuance of senior notes.</li><li>An investment management firm in a $55 million senior notes investment in a communications network provider.</li><li>A private equity firm in a $400 million senior notes offering in connection with its acquisition of a packaging manufacturer specializing in tapes, films, and protective packaging for industrial and retail use.</li><li>A major U.S. retailer of musical instruments, lessons, repairs, and rentals in connection with its add-on offering of $200 million senior secured notes.</li><li>A global alternative investment manager in its Rule 144A offering of $500 million of senior notes.</li><li>A private equity firm in a $625 million senior notes offering in connection with its acquisition of a window coverings manufacturer.</li><li>A manufacturer of high-performance specialty materials, a portfolio company of a private equity firm, in its $800 million secured notes offering, $400 million unsecured notes offering, and $450 million preferred stock offering in connection with its acquisition of a thermal management and filtration company.</li><li>A global alternative investment manager in its Rule 144A offering of $450 million in Fixed-Rate Resettable Subordinated Notes.</li><li>An alternative asset manager in its $700 million offering of senior notes.</li><li>An alternative asset manager in its $400 million offering of senior notes.</li><li>An alternative asset manager in its $350 million offering of senior notes.</li><li>A food services and correctional services company in its multi-tranche offering of $1.1 billion senior notes and senior secured notes.</li></ul><h5>Public Mergers and Acquisitions</h5><ul><li>An alternative asset management firm in its acquisition of an alternate credit manager.</li><li>An alternative asset management firm in its acquisition of an asset management company to create a new insurance solutions platform, and its $250 million preferred equity investment in a UK-based insurance holdings company.</li><li>An alternative asset management firm in its acquisition of a real estate finance advisory firm to create a new real estate finance strategy.</li><li>An alternative asset management firm, in partnership with a sovereign wealth fund, in connection with their joint acquisition of a publicly traded real estate investment trust.</li><li>A business development company in connection with its acquisition of another publicly traded business development company.</li></ul><h5>Special Purpose Acquisition Company (SPAC) Transactions</h5><ul><li>A SPAC sponsored by an affiliated investment vehicle of a global alternative investment manager in its $500 million initial public offering.</li><li>A SPAC in its $1.4 billion business combination with a cybersecurity company and a digital privacy platform.</li><li>A cloud-based contact center software company in its merger with a SPAC.</li><li>An alternative asset management firm in a business combination agreement with another asset management firm and a SPAC to form a new alternative asset management company.</li><li>A SPAC sponsored by an affiliated investment vehicle of a global alternative investment manager in its $1 billion initial public offering.</li></ul><h5>Restructuring and Liability Management</h5><ul><li>A global textile and apparel company and its subsidiaries in connection with a comprehensive settlement of its existing debt, including simultaneous consent solicitations for significant amendments to its euro- and dollar-denominated senior secured notes and associated transactions.</li><li>A wheel manufacturer and its private equity sponsor in connection with a comprehensive liability management transaction, including the exchange of approximately $272 million of the company's unsecured notes for new second lien notes and a corresponding covenant strip consent procedure.</li><li>A global textile and apparel company and its subsidiaries in connection with a comprehensive debt refinancing, including the refinancing of its existing senior secured notes and associated transactions.</li><li>A healthcare company ― Advising the joint administrators of a healthcare group and its subsidiaries in connection with a novel administration funding facility, non-core asset sales, and the core group restructuring process.</li><li>A major car rental company ― Representation of investment firms in their successful $5.916 billion purchase of one of the world’s largest car rental companies out of its Chapter 11 cases, following a multi-month competitive auction. The transaction resulted in a recovery for existing equity holders of more than $8.00 per share, full payment to all creditors, and an implied plan enterprise value of $6.929 billion.</li></ul><h5>SEC Compliance, Disclosure and Corporate Governance</h5><ul><li>Carlsmed, Inc. (Nasdaq: CARL) </li><li>Clean Energy Fuels Corp. (Nasdaq: CLNE)</li></ul>

H. Thomas Felix

Ryan Adams is a Public Company Advisory & Governance partner in the firm’s Washington, D.C. office. His practice focuses on securities regulation, SEC reporting and compliance, proxy and shareholder issues, corporate governance, and corporate transactions, including mergers and acquisitions. Ryan’s deep SEC experience enables him to provide insightful counsel on federal securities laws, helping clients navigate complex regulatory landscapes and anticipate shifts impacting their business. Ryan’s informed and pragmatic approach to the industry’s most challenging securities issues has earned him widespread commendation.<h4>Professional Background</h4>Before entering private practice, Ryan served as an attorney in the U.S. Securities and Exchange Commission’s (SEC) Division of Corporation Finance, in the Office of Chief Counsel and in Disclosure Operations. In the Office of Chief Counsel, he advised on issues arising under the Securities Act of 1933 and the Securities Exchange Act of 1934, and assisted with no-action letters. He also served as a member of the division’s Rule 14a-8 Shareholder Proposal Taskforce, including as a co-manager.In Disclosure Operations, Ryan managed the comment letter process for numerous transactions, including IPOs, business combinations, proxy and information statements, and periodic and current reports.<h4>Thought Leadership and Recognition</h4>Ryan is a frequent speaker and author on securities law and corporate governance issues. Notably, he co-authors the Wolters Kluwer treatise chapter “E-Proxy, Electronic Communications, and Voting.” Ryan’s proficiency in the areas of securities regulation and governance has been recognized by Best Lawyers, naming him among the 2024 “Ones To Watch in America.”<h4>Professional Affiliations</h4>Ryan serves on the Board of Directors for the Society for Corporate Governance’s Mid-Atlantic Chapter. <h4>Education</h4>Ryan graduated cum laude from Loyola University Maryland with a B.A., and earned his J.D., also cum laude, from St. John’s University School of Law. At St. John’s, he served as a senior articles editor on the St. John’s Law Review, interned at the St. John’s Securities Arbitration Clinic representing underserved investors before the Financial Industry Regulatory Authority (FINRA), and gained valuable experience as an intern at both the United States Attorney’s Office for the Eastern District of New York (EDNY) and the United States District Court for the EDNY.

Ryan Adams

Katherine Suzuki is a corporate associate in the firm's Palo Alto office.Katherine’s practice focuses on corporate and securities matters, including venture capital and private equity financings, mergers and acquisitions, and corporate governance.Prior to joining the firm as an associate, Katherine served in the United States House of Representatives as a Legislative Fellow. She also served as an Honors Program Legal Intern with the United States Securities and Exchange Commission.Katherine earned her J.D. from the University of California, Berkeley School of Law, where she earned a Certificate of Specialization in Business Law. While in law school, she served as Executive Editor for the Asian American Law Journal and participated in the New Business Practicum, which advises startups in the Bay Area.Katherine received her B.A., with distinction, from the University of California, Berkeley, where she was elected to Phi Beta Kappa.

Katherine M. Suzuki

Associate

Lovina Cosunji is a corporate associate in the Palo Alto office of Morrison Foerster.Prior to joining the firm as an associate, Lovina was a summer associate in Morrison Foerster’s Palo Alto office. She also served as a Contract Reviewer and Student Lead with The Atticus Project, a non-profit organization harnessing the power of AI to accelerate contract review.Lovina earned her J.D., summa cum laude, from Santa Clara University School of Law, where she was the recipient of the James A. Emery S.J. Merit Scholarship for outstanding academic credentials. Lovina is a member of the Santa Clara Law Chapter of the Order of the Coif. She also holds a B.S. in Psychology from Ateneo de Manila University.She is fluent in Filipino.

Lovina Consunji

Devansi Reshamwala is a Capital Markets associate in the New York office of Morrison Foerster.Devansi represents issuers and investment banks on a broad range of capital markets transactions, including IPOs and follow-on equity offerings, public and private high-yield, investment grade and convertible debt offerings, and private placements of equity and convertible securities. Devansi also advises U.S. and international companies in connection with corporate and securities laws matters, including corporate governance, and SEC and stock exchange disclosure, reporting, and compliance obligations.

Devansi Reshamwala

Sydney Stancik is a Capital Markets associate in the firm’s Washington, D.C. office, where she represents both issuers and underwriters in securities offerings, including initial public offerings, follow-on offerings, and private placements. In addition, Sydney advises public company clients regarding compliance with the U.S. federal securities laws and the requirements of the New York Stock Exchange and Nasdaq. Sydney also represents public and private companies on a variety of general corporate governance matters.Sydney received her J.D. from the Georgetown University Law Center. While in law school, she interned for the U.S. Securities and Exchange Commission in the Division of Corporation Finance and in-house for a large public company.Sydney received her M.A. from Sciences Po in Paris, France, and her B.S. from the University of Illinois at Urbana-Champaign.Prior to law school, Sydney worked for the American Bar Association.

Sydney Stancik

Alex Okuliar is Co-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 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 its $6.2 billion acquisition of Tegna Inc., an owner and operator of local television stations.</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: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>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 New York Times coverage of the case can be found on the <a href="https://www.nytimes.com/2023/02/28/business/jazz-narcolepsy-avadel-patents.html" target="_blank">The New York Times</a> website. 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. The case is ongoing.</li><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>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

Co-chair Global Antitrust Law Practice Group

Megan Gerking is a partner in Morrison Foerster’s Global Antitrust Law practice, specializing in government-facing antitrust matters. Megan represents companies in criminal and civil conduct investigations before the U.S. Department of Justice (DOJ) Antitrust Division, Federal Trade Commission (FTC), and state enforcers and in all phases of the merger review process before U.S. and foreign competition authorities.Megan, a former trial attorney with the DOJ’s Antitrust Division, is an experienced antitrust attorney focused on complex antitrust law matters, including government investigations, strategic transactions, and civil litigation. She regularly counsels clients on antitrust issues arising from industry consortiums, trade association activities, and other collaborations. While serving in the Antitrust Division, Megan investigated and prosecuted federal antitrust violations and international cartel cases. She leverages her DOJ experience when reviewing, developing, and implementing clients’ antitrust compliance programs and routinely delivers antitrust compliance training for employees.As part of Megan’s merger practice, she regularly helps clients in all aspects of merger review, including developing strategy for structuring transactions, assessing and complying with obligations under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”), and securing clearance from antitrust enforcers in the United States and abroad. Megan has represented third parties in agency reviews of deals, including at trial.Megan has experience representing clients across a broad range of industries, including media, telecom, technology and software, financial services, consumer products, aviation, higher education, manufacturing, agriculture, and life sciences. While in the Antitrust Division, Megan prosecuted the first individual extradited to the United States on an antitrust charge. For her work investigating and prosecuting international price fixing, bid rigging, and market-allocation conspiracies by automotive parts suppliers, Megan earned the Assistant Attorney General’s Award for Distinguished Service. Megan was also awarded the DOJ’s Outstanding Mentor Award by the Attorney General. Further, she was recognized this past year in Bloomberg Law’s 40 Under 40 and as a finalist for The American Lawyer’s 2022 Young Lawyer of the Year. Additionally, Megan has served as a Non-Governmental Advisor to the International Competition Network (ICN) and spoke at the ICN Cartel Workshop in Lisbon, Portugal, in November 2022. Megan is also a member of our global Environmental, Social, and Governance (ESG) steering committee.Megan is currently an editor of ABA magazine The Antitrust Source. Megan received her J.D., cum laude, from Georgetown University Law Center, where she served on the editorial board of The Tax Lawyer. She received her B.A. in economics and political science from the University of Michigan.Before attending law school, Megan worked in the DOJ’s Office of Public Affairs, assisting the Assistant Attorney General of the Antitrust Division in all media matters and serving as a spokesperson for national media. She also worked as a paralegal for the Antitrust Division, supporting trial attorneys investigating and prosecuting corporations and individuals for violations of criminal antitrust laws.<h4>Representative Experience</h4><h5>Criminal and Civil Antitrust Investigations</h5><ul><li>Obtained non-prosecution protection for two healthcare companies she represented in separate DOJ Antitrust Division criminal investigations.</li><li>Represented an energy company in a criminal investigation.</li><li>Obtained a non-prosecution agreement for a senior executive in a criminal investigation into market allocation and bid rigging of generic drugs by the DOJ.</li><li>Regularly advises senior executives on DOJ antitrust criminal investigations involving allegations of price fixing, market and customer allocation, and bid rigging and obtained non-prosecution protection for several individuals.</li><li>Assisted a technology company in an FTC monopolization investigation.</li><li>Represented a private equity fund in a state AG investigation.</li><li>Counseled a senior executive in an international criminal cartel investigation.</li><li>Obtained a non-prosecution agreement for a senior executive in a criminal investigation into conduct related to the hiring of employees.</li></ul><h5>Antitrust Merger Review</h5><ul><li>ShowingTime. Navigated ShowingTime Inc., a leading real estate showing management and market stats technology provider, through an extended review by the Federal Trade Commission of its $500 million vertical acquisition by Zillow Group. </li><li>Unity Technologies Corp. Obtained merger clearances for Unity in connection with an asset carve-out acquisition from Weta Digital for certain assets, including its audiovisual effects development and management software tools, for a purchase price of $1.625 billion. </li><li>Grant Thornton. Advised and obtained merger clearances for Grant Thornton LLP in connection with the sale of its Public Sector Advisory practice to Guidehouse.</li><li>Divvy. Represented Divvy, a leader in spend management, in its $2.5 billion stock and cash sale to Bill.com.</li><li>NTT LTD. Represented NTT, a leading IT infrastructure and services company, in its $330 million cash sale of WhiteHat Security to Synopsys, Inc.</li><li>Palo Alto Networks. Advised Palo Alto Networks on its agreement to acquire Cider Security, a pioneer in application security and software supply chain security.</li><li>Continental Building Products. Represented Continental Building Products, a North American leader in wallboard and joint compound materials, in negotiations to secure antitrust approvals for its sale to Saint-Gobain. The transaction cleared without a “second request” investigation.</li><li>The Walt Disney Company. Assisted The Walt Disney Co. in its $71 billion acquisition of certain businesses from 21st Century Fox.</li><li>Bombardier. Represented Canadian aircraft manufacturer Bombardier in connection with the worldwide antitrust clearance of its sale of a controlling interest in the “C Series” line of commercial passenger jets to Airbus. The transaction cleared without any second-phase reviews.</li><li>Advised third parties on civil investigative demand (CID) responses, including Nouryon, a global specialty chemical leader, as a third-party witness in an FTC litigation challenge of a transaction between Evonik and PeroxyChem.</li><li>Counseled corporate clients on antitrust issues in complex transactions, including collaborations, joint ventures, acquisitions, and mergers.</li></ul><h5>Antitrust Litigation</h5><ul><li>Glenmark Pharmaceuticals, Inc. Representing Glenmark in a federal antitrust multidistrict litigation alleging price fixing and market allocation of generic drugs by manufacturers of generic drugs.</li><li>Nexstar Media Group. Representing Nexstar, America’s largest local television and media company, in federal antitrust litigation alleging price fixing in television advertising.</li><li>Represented a leading international financial institution in multiple, sprawling class action lawsuits alleging a global conspiracy by some of the world’s largest banks to manipulate the interbank offer rate (IBOR) benchmark for multiple currencies.</li></ul>

Megan E. Gerking

Alexa DiCunzolo is an associate in the Litigation Department of Morrison & Foerster’s Washington, D.C. office and a member of the Global Antitrust Law Practice Group.Alexa helps clients address a wide range of antitrust concerns, including both litigation and transactional matters. She is dedicated to helping clients identify and mitigate antitrust risks while achieving their business goals and to defending their interests when litigation arises.A significant portion of Alexa’s practice is devoted to helping guide clients through the Hart-Scott-Rodino pre-merger notification process, from determining when notification is required to supplying necessary information to enforcement agencies to advising on antitrust risk-mitigation strategies.Alexa received her J.D. with honors from the George Washington University Law School, where she was a staff member of The Guide to International Research for the George Washington International Law Review. She graduated summa cum laude with a B.A. in political science and government from Loyola University Maryland.

Alexa Rae DiCunzolo

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.