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MoFo Advises Generate Capital in its Sale of Equinox Growers Greenhouse Facility to Taylor Farms

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Morrison Foerster advised Generate Capital, PBC (“Generate”), a leading infrastructure investment platform, in the sale of...

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Morrison Foerster advised Generate Capital, PBC (“Generate”), a leading infrastructure investment platform, in the sale of Equinox Growers, a Virginia-based developer and operator of high-tech greenhouses to Taylor Farms, a leading North American producer of fresh foods. The Equinox Growers facility is a 10-acre controlled-environment greenhouse capable of producing approximately six million pounds of leafy greens annually, providing a reliable year-round supply of fresh produce to East Coast markets through high-efficiency controlled-environment agriculture.The MoFo team advising Generate was led by M&A partner Brandon Parris and ECVC partner Shai Kalansky and M&A associate Samantha Breaks.The wider team also included tax partner Brian Radigan and associate Kristie Espiritu, real estate partners Al Williams and Kaleb Keller, compensation and benefits partner Crescent Moran Chasteen and associate Andre Amorim, labor and employment partner Michael Schulman and associates Melissa Harclerode and Niki Hendi, environmental partner Bill Tarantino and associate Cedar Hobbs, technology transactions partner Matt Ferry and associate Jessica Kwok, FDA regulatory partner Brian Sylvester and associate Lindy Pittman, and antitrust partner Megan Gerking and associate Aaron Scheinman.Read <a href="https://www.businesswire.com/news/home/20260324641476/en/Generate-Capital-Announces-Sale-of-Equinox-Growers-Greenhouse-Facility-to-Taylor-Farms" target="_blank">Generate’s press release</a>.

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Brandon Parris is a corporate partner and serves as co-chair of the firm's Global Transactions Department.Described as “an exceptional attorney with significant experience and knowledge” by a client in IFLR1000, Brandon Parris maintains an active corporate practice focused on strategic transactions, including complex public and private mergers, tender offers, acquisitions, divestitures, joint ventures and strategic investments.He represents U.S. and global clients, boards of directors, special committees, management teams and companies in a variety of industries, including technology, gaming, energy, media, consumer goods and services, and financial services.Brandon also maintains a public company practice. He advises members of executive management, boards of directors, and special committees on strategic and corporate governance issues, and counsels numerous public companies on all aspects of public company issues.Brandon is regularly recognized as a leader in his field, including being named as a 2020 "Dealmaker of the Year" by The American Lawyer, a 2019 "M&A MVP" by Law360, and a 2019-2020 "Top 100 Leading Lawyer" by the Daily Journal. He has also been recognized by rankings publications including Chambers USA, IFLR1000 and Legal 500, with a client describing him in Chambers USA as “excellent at identifying the critical issues within a transaction and methodically addressing and solving each one in order. He has a superior knowledge of what is 'market' on various terms and he uses this to solve problems.”Brandon formerly served as co-chair of Morrison Foerster's Global M&A Practice Group.

Brandon Parris

Co-Chair of Transactions Department

Shai Kalansky focuses his practice on corporate and transactional matters, including mergers, acquisitions, venture capital financings, and securities offerings, for public and private companies. His clients are U.S. and non-U.S. entities in the climate tech, life sciences, healthcare, hospitality, and technology industries. Shai has extensive experience representing startup to late-stage private companies in the climate tech and sustainability space. He provides corporate and finance advice in connection with equity and convertible debt financings, mergers, acquisitions, asset purchases and sales, reorganizations, and joint ventures. He has extensive experience working with sustainable infrastructure companies throughout their lifecycle. Shai regularly advises investors on investments, acquisitions, and dispositions of climate tech companies.Shai has a robust life sciences practice advising innovative and disruptive companies across numerous subsectors. His clients include medical device, genetic testing, plant-based therapeutics, bio-marker-derived diagnostic solutions, laboratory consumables, and immunotherapy cancer treatment companies. His experience in the sector enables him to successfully advise his clients across various transactions.Shai acts as companies’ outside general counsel, in which capacity he advises clients with respect to licensing matters, commercial contracts, and employment issues.Shai was recognized by Best Lawyers: Ones to Watch® in America 2023-2024 for Corporate, M&A, and Venture Capital. He was also ranked as Up and Coming for Venture Capital by Chambers USA 2024. His venture capital clients interviewed by Chambers USA mentioned Shai is very “responsive and thoughtful” and “knowledgeable and pragmatic.”Shai is a member of MoFo’s Sustainability + Corporate Responsibility Steering Committee and is also an attorney co-chair of the Environmental Sustainability Firmwide Committee. Shai serves on the California Leadership Counsel for The Nature Conservancy.He is fluent in Hebrew and conversant in Spanish.

Shai Kalansky

Partner

Samantha Breaks is a corporate associate in the San Francisco office of Morrison Foerster.Samantha represents public and private companies and private equity firms in connection with complex transactions, including cross-border mergers and acquisitions. She also counsels on general corporate and governance matters.Prior to joining the firm, Samantha was at another major law firm, where she advised on complex transactions and corporate governance.Samantha earned her J.D. from the University of Ottawa. She received her Bachelor of Public Affairs and Policy Management (International Affairs) from Carleton University in Ottawa, Ontario.

Sam Breaks

Associate

Brian Radigan is a partner in the Federal Tax Group at Morrison Foerster. He has a broad tax practice advising U.S. and non-U.S. clients on complex tax structuring and the tax aspects of corporate transactions.Brian advises private equity funds, startup entities, REITs, and established multinational corporations on the tax aspects of mergers and acquisitions, joint ventures, cross-border corporate restructurings, and capital markets transactions. He has a particular focus on international tax, helping clients on cross-border structure formation and tax-driven internal reorganization, navigating tax laws across multiple jurisdictions to maximize global tax efficiency.Brian regularly advises emerging companies and venture capital firms on the tax aspects of capital raises, changes to capital structure, and general tax planning, providing strategic insight and tailored tax solutions to drive tax-efficient growth. He also advises financial institutions and corporations on capital markets offerings, financial products, and FATCA compliance.Brian is Recommended for US Taxes: Non-Contentious by Legal 500 US 2024.Prior to joining Morrison Foerster, Brian spent over a decade as a senior in-house tax advisor at General Electric and, more recently, as the global head of tax at New Fortress Energy (NFE). He structured the transition of NFE from an Up-C investment of Fortress Investment Group to a multibillion-dollar, fully public company. In his in-house roles, he served as a trusted advisor to senior executives, founders, and board members on various high-profile transactions, including a $2 billion LNG infrastructure joint venture between NFE and Apollo and a $5.1 billion acquisition by NFE of Hygo Energy Transition and Golar LNG Partners, LP.

Brian Radigan

Kristie Espiritu is a tax associate in the San Diego office of Morrison Foerster.Kristie’s experience spans a wide range of transactional, structuring, and advisory tax matters affecting domestic businesses. She regularly advises clients on their tax issues in the areas of joint ventures, partnerships, real estate investment trusts, renewable energy, mergers and acquisitions, and tax- exempt organizations.Kristie is an adjunct professor at USD School of Law, where she teaches classes on partnership tax.

Kristie Espiritu

Al Williams represents clients in complex commercial real estate transactions, with a particular focus on the acquisition, financing, development, and operation of U.S. real estate assets.Al regularly represents financial institutions originating and investing in syndicated, securitized, construction, mortgage, and mezzanine loans secured directly or indirectly by large-scale commercial real estate projects across a wide range of asset classes, including office buildings, shopping centers, multifamily apartment buildings, condominium developments, industrial properties, hotels, and healthcare facilities.  Al also represents real estate developers, owners, and operators in the acquisition, development, construction, management, leasing, and ultimate disposition of real estate assets across the United States. He represents domestic and foreign investors in the structuring and documentation of strategic joint ventures, and he represents lenders and borrowers in the origination of note-on-note facilities, subscription lines of credit, borrowing base facilities, unsecured lines of credit, and other similar credit facilities to private equity funds, debt funds, REITs, and other similar real estate institutions.In the wake of the economic downturn caused by the COVID-19 pandemic, Al has represented clients in a broad variety of restructurings and workouts and in the exercise of remedies in connection with troubled loans, as well as in bankruptcy proceedings involving distressed real estate investments.Prior to joining Morrison Foerster, Al worked for the Honorable Arthur D. Spatt of the Eastern District of New York and in the construction group of a law firm in New York.Al received his J.D. cum laude from St. John’s University School of Law, where he currently serves on the Board of Directors.Al has received recognition for excellence by Legal 500 in 2024. Al was also named to the 2026 Best Lawyers “Ones to Watch” list and is a Super Lawyers Rising Star for New York Real Estate for 2019-2022.

Alfred Williams

Kaleb Keller represents clients in complex commercial real estate transactions, including acquisitions; dispositions; mortgage and mezzanine financings; joint ventures; and development, leasing, and operations/management matters.Kaleb has experience representing multinational corporations, private equity funds, REITs, developers, and other private institutional investors and lenders in transactions across a wide range of asset classes, including office, industrial, data centers, multi-family, hospitality, retail, and mixed-use properties.Prior to joining Morrison Foerster, Kaleb was an associate at a national real estate law firm and prior to that was assistant vice president of a national real estate investment banking firm.Kaleb received his J.D. from the University of Southern California Gould School of Law, where he was senior copy editor of the Southern California Law Review. He received his B.S. cum laude from the University of Southern California Marshall School of Business.

Kaleb Keller

Crescent Moran Chasteen is a partner in Morrison Foerster’s Boston office and a member of the firm’s Executive Compensation + Benefits practice. A nationally recognized advisor to boards, executives, and investors, Crescent brings more than two decades of experience at the intersection of executive compensation, tax, securities, and corporate governance—guiding clients through the complex legal, regulatory, and strategic challenges that shape leadership pay in today’s rapidly evolving market. Crescent partners with public and private companies, high-growth start-ups, investment firms, and nonprofits on executive compensation design and strategy. Known for her ability to balance innovation with compliance, she helps organizations craft incentive structures that drive performance, withstand scrutiny, and align with long-term business goals. Her work spans transformative transactions and emerging sectors—from SPACs, IPOs, and M&A to digital asset ventures. Her practice includes: <ul><li>Executive compensation in major transactions: Advising on executive compensation and employee benefits issues arising in M&A, IPO, and SPAC transactions, including golden parachute (Section 280G) and deferred compensation (Section 409A) analysis, employment and retention agreement negotiations, and post-closing integration. </li><li>Equity and incentive design: Creating and implementing restricted stock, options, restricted stock units, performance stock units, and bespoke performance-based award programs. </li><li>Board and committee governance: Advising boards and compensation committees on pay governance, disclosure, and alignment under SEC and proxy advisory frameworks. </li><li>Regulatory and disclosure compliance: Guiding clients through SEC reporting, say-on-pay readiness, and ERISA/Code compliance for qualified and nonqualified benefit plans. </li><li>Crypto and digital asset compensation: Advising on token-based incentive plans, token purchase agreements, and related instruments; navigating the intersection of cryptocurrency, tax, and securities law; supporting token-based M&A diligence and structuring under U.S. and cross-border regimes. </li><li>Nonprofit leadership compensation: Designing compliant compensation and incentive programs for tax-exempt organizations, including Section 4960 considerations. </li></ul>Crescent’s practice spans industries including life sciences, healthcare, technology, venture capital, financial services, and real estate. Clients rely on her to translate complex tax and securities rules into practical, business-aligned solutions that advance organizational success and stakeholder alignment. Before joining Morrison Foerster, Crescent was a partner at leading multinational law firms in Boston and Washington, D.C., advising Fortune 500 companies and emerging enterprises on executive compensation and employee benefits law. A frequent author and speaker, Crescent contributes thought leadership on evolving compensation trends, governance, and the future of equity and token-based pay. She has served as a co-chair of the Boston Bar Association’s ERISA Subcommittee, a member of the BBA Tax Steering Committee, and an active participant in the ABA Joint Committee on Employee Benefits. Crescent earned her B.A. from the University of Maine, J.D. from Western New England University School of Law, and LL.M. in taxation from Georgetown University Law Center. She clerked for the Honorable Carolyn P. Chiechi of the U.S. Tax Court.

Crescent Chasteen

Michael Schulman is a partner in the firm’s Global Employment and Labor Group and co-head of the firm’s Washington, D.C. Litigation Department.Michael regularly advises clients in connection with important workforce-related matters, including hiring and negotiating employment agreements for senior executives, sensitive executive separations, internal workplace investigations, employment claims and disputes, and employment issues arising in the context of mergers, acquisitions, bankruptcies and other corporate transactions. Michael is known for using a pragmatic, efficient, and results-oriented approach, focused on achieving his clients’ desired business outcomes.Michael regularly guides clients through complex workforce issues, including, for instance allegations of workplace misconduct; restrictive covenant drafting, enforcement, and strategic evaluation; worker classification and wage-and-hour compliance practices; and the unique issues that arise in a unionized workplace. Michael’s experience covers a broad range of employment and labor laws at the federal, state, and local level, including Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act of 1866, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the National Labor Relations Act, the Fair Labor Standards Act, the Fair Credit Reporting Act, the Uniformed Services Employment and Reemployment Rights Act, the Worker Adjustment and Retraining Notification Act, the Defend Trade Secrets Act, and corresponding state and local laws.Michael has unique experience addressing labor and employment matters that arise in connection with corporate transactions, particularly for private equity firms. Michael has represented clients in over 2,000 transactions, including many large-scale multinational mergers, acquisitions, and asset carve-outs. He regularly conducts acquisition-related labor and employment due diligence and advises clients on the employment and workforce integration or separation implications of mergers, acquisitions, sales, and financings.In the litigation context, Michael represents employers in U.S. federal and state court litigation, administrative agency proceedings, and arbitrations arising out of alleged labor and employment law violations. Michael defends employers against actions brought by government agencies, such as the Equal Employment Opportunity Commission and Department of Labor, as well as actions initiated by current and former employees. He also prosecutes suits against former employees and their new employers for breach of restrictive covenants.

Michael Schulman

Melissa Harclerode is an associate in Morrison Foerster’s Employment + Labor Group in the Washington, D.C. office.Melissa represents companies in a broad range of employment compliance and counseling matters, with a particular focus on navigating the employment dimensions of various complex corporate transactions, including mergers and acquisitions, spin-offs, and restructurings. She also has in-depth experience negotiating and drafting various employment, separation, and restrictive covenant agreements. Melissa routinely advises employers on mitigating risks for a variety of HR issues, including hiring, terminations, wage-and-hour compliance, leaves of absence, and policy management, among other areas.Melissa has experience with internal investigations of employment claims, including MeToo claims. She has also defended clients before the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the Occupational Safety and Health Review Commission, and other equivalent state agencies.Prior to joining the firm, Melissa was an associate at two international AmLaw 100 law firms.Melissa received her J.D. from the University of Virginia School of Law, where she received the Pro Bono Certificate of Recognition. During law school, she was the managing editor for Virginia Law and Business Review.

Melissa Harclerode

Niki Hendi is an associate in Morrison Foerster’s Washington, D.C. office and a member of the firm’s Litigation Group.Her practice focuses on employment matters.Prior to joining the firm, Niki was a summer associate in the New York office. She also spent time as a Criminal Division intern at the U.S. Attorney’s Office for the Southern District of New York. While at law school, Niki was an assistant online editor of the Virginia Journal of International Law.Niki earned her J.D. from the University of Virginia School of Law and her B.A. in economics and foreign affairs at the University of Virginia.

Niki Hendi

Drawing on his considerable experience in environmental health, William (Bill) focuses his practice on environmental and consumer protection law, with an emphasis on climate-related goals and claims, hazardous substances, mass torts, and consumer product safety. Bill started his career at the U.S. Environmental Protection Agency, Office of Regional Counsel in San Francisco, and he currently leads the firm’s environmental practice.Bill routinely advises clients in connection with their carbon reduction and climate-related goals and claims (including carbon neutral and net zero carbon commitments) and helps clients substantiate their claims and avoid greenwashing claims. He frequently advises clients in connection with the Federal Trade Commission’s Green Guides, state consumer protection statutes, and a broad range of sustainability and chemical disclosure laws. He defends clients in environmental and consumer class action litigation in courts throughout the country and is highly regarded for his ability to coordinate technical, legal, and communications teams to counsel clients through crises. He has tried cases in state and federal courts for a variety of complex and multidistrict litigation matters, including product liability claims and environmental and land use disputes.Bill represents the firm’s clients in nearly every aspect of environmental regulation and supports the firm’s global transactional practices in all areas of U.S. environmental law. He is also a member of the firm’s Sustainability + Corporate Responsibility Steering Committee.<h5>Environmental Litigation and Regulatory</h5>Bill has represented the firm’s clients before a broad range of environmental regulatory agencies in rulemaking proceedings, permit applications, and appeals and enforcement actions. Bill heads MoFo’s environmental due diligence teams and serves as the lead on transactional negotiations involving environmental liability risks, including significant experience in cross-border transactions.<h5>Consumer Class Action, False Advertising, and Product Liability</h5>Bill has broad experience in consumer class action and false advertising litigation, especially concerning claims of health or environmental benefits. He has also advised numerous well known life sciences, technology, and consumer product companies on consumer disclosures and warnings, including compliance with U.S. and European requirements governing product safety.<h5>More About Bill</h5>Before entering private practice, Bill clerked at the U.S. Environmental Protection Agency, Region IX Office of Regional Counsel, where he assisted in the prosecution and resolution of cases brought by the U.S. Department of Justice for violation of the Clean Air Act, Clean Water Act, and Resource Conservation and Recovery Act.Bill received his J.D. with honors from the Georgetown University Law Center and completed the Law and Public Health program sponsored by Georgetown University and the Johns Hopkins Bloomberg School of Public Health. Through this program, he earned a master’s in public health, as well as specialty certification in environmental health risk assessment from the Johns Hopkins Risk Sciences and Public Policy Institute. At Georgetown, he was an executive editor of the Georgetown International Environmental Law Journal and received the CALI Award for Excellence in International Environmental Law. In 2000, he studied law at the Universidad de Mendoza, in Mendoza, Argentina, as an international law fellow. He earned his bachelor’s degree from the University of California, Berkeley.

William F. Tarantino

Cedar Hobbs is an associate in MoFo’s Complex Litigation + Advisement Group in the San Diego office. His practice focuses on complex civil litigation and environmental law and regulation.Cedar has broad environmental litigation and regulatory advisement experience involving site remediation, management of hazardous materials, environmental due diligence, and compliance with California and federal laws.His practice also includes consumer product counseling, with particular focus on sustainability, Proposition 65, and environmental-related claims.Cedar is also dedicated to pro bono and regularly advises environmental nonprofits, such as The Nature Conservancy and Save the Waves Coalition.Cedar received his J.D. from the University of Michigan School of Law, where he served as the managing production editor of the Michigan Journal of Environmental and Administrative Law and as the faculty donation chair of student-funded fellowships. While in law school, Cedar interned at the American Civil Liberties Union and the Great Lakes Environmental Law Center.Cedar graduated Phi Beta Kappa from the University of California, Berkeley, where he earned his B.A. with distinction in political science.Cedar is also a contributing writer to The Surfer’s Journal.

Cedar Hobbs

Matt Ferry is a partner in the San Diego office and a member of the firm’s Technology Transactions Group, advising innovative and mission-driven life sciences and technology companies.Matt has more than a decade of experience in structuring, drafting, negotiating, and executing strategic transactions where intellectual property (IP), technology, data, and information assets drive the deal. Matt is passionate about and focuses his practice on assisting innovative companies in industries where the betterment of people’s lives and the world is in view, including in the broader life sciences and technology areas, such as:<ul><li>Pharmaceuticals and biotechnology (including small molecule pharmaceuticals, biologics, nanotherapeutics, drug discovery, antibodies, cell and gene therapy, CRISPR and other gene editing technologies, drug delivery, immunology, and oncology); and</li></ul><ul><li>Medtech and healthtech (including medical devices, digital health, and other forms of software and hardware in diagnostic and therapeutic applications); and</li><li>Food and agriculture (including in plants and crop sciences, agriculture and farming, alternative proteins, animal and plant production, and food products and consumer goods); and</li><li>Cleantech (including renewable energy, biofuels, plastic recycling and carbon capture).</li></ul>Outside of his life sciences practice, Matt counsels clients in a variety of industries, including Internet of things (IoT), artificial intelligence (AI) and machine learning (ML), wireless standards, autonomous vehicles, semiconductor devices, distributed software, open-source software, and software as a service. Matt has solid experience advising startups in all aspects of IP hygiene, including invention assignment agreements and use of open-source software, as well as complex patent transactions involving standard essential patents (SEPs). Matt leverages his previous experience in patent prosecution and IP litigation to provide a holistic perspective and overall business strategy to his client’s transactions.He advises clients in connection with:<ul><li>Commercial contracts at all stages of technology and product development, including strategic alliances and collaborations, asset sale and purchase agreements, research and development agreements, supply, manufacturing, and distribution agreements, clinical trial agreements, service agreements, and material transfer agreements.</li><li>Patent and technology license agreements in both industry-to-industry and academic-to-industry settings.</li><li>IP and commercial contract matters that arise in connection with larger corporate transactions such as mergers and acquisitions and venture capital investments.</li></ul>In Matt’s past experience as a patent prosecutor and IP litigator, he handled cases involving patent infringement and invalidity, copyright infringement, and trade secret misappropriation. He also draws on his technical knowledge that he developed in his undergraduate work at University of California, Berkeley, his graduate work at the California Institute of Technology, and his hobbyist scientific pursuits, including in physics, software, microwave instrumentation, and optics.Matt also maintains an active pro bono practice representing small business owners and nonprofits in their commercial agreements. Recently, he assisted a low-income entrepreneur in drafting her customer-facing service agreements.<h4>Representative Matters</h4><h5>Pharmaceuticals and Biotechnology</h5><ul><li> Represent multi-national pharmaceutical company in its manufacturing agreements.</li></ul><ul><li>Represent public mRNA technology company in its patent licensing strategy and evaluation agreements.</li><li>Represented Eton Pharmaceuticals, Inc. in connection with its asset sale of several of its branded and generic injectable products to Dr. Reddy’s Laboratories.</li><li>Represented public pharmaceutical company in its purchase of three product lines from a Fortune 500 public pharmaceutical company.</li><li>Represented public pharmaceutical company in its sale of three product lines to private equity-backed purchaser.</li><li>Represented public pharmaceutical company in numerous patent and technology asset purchases and sales, exclusive licensing arrangements, commercial alliances, and co-promotion agreements.</li><li>Represented public pharmaceutical company in several patent and technology asset purchases and sales, including its sale of three product lines focused on rare neurological diseases and associated assets to a private purchaser.</li><li>Represented venture-backed pharmaceutical company focused on treating rare diseases in China in several exclusive license and supply agreements.</li><li>Represented U.S. academic institution in numerous patent and technology exclusive licensing agreements, sponsored research agreements, option agreements, and term sheet negotiations.</li><li>Represented nanotherapeutic company in numerous research and collaboration agreements and licensing agreements.</li><li>Represented CRISPR-based company in numerous evaluation agreements, material transfer agreements, and collaboration agreements.</li><li>Represented startup company in its gene modification research agreement templates.</li></ul><h5>Medical Devices and Health Technology</h5><ul><li>Represented medical device startup in its several exclusive patent and technology license agreements with a leading academic institution and its clinical trial agreements.</li><li>Represented digital health company in its collaboration agreement with a global distributor.</li><li>Represented medical device company in its multisite clinical trial agreements.</li><li>Represented public medical device company in its exclusive license and distribution agreement with global medical device distributor.</li><li>Represented medical device incubator in its form technology and service agreements, patent license agreement from an academic institution, and sublicense agreements.</li><li>Represented public medical device company in its patent purchase from an individual physician.</li><li>Represented medical device company in its multi-country distribution agreements.</li></ul><h5>Food and AgTech</h5><ul><li>Represent an innovative plant protein startup in all forms of its commercial contracts and licensing, including its university research agreements, grower agreements, evaluation agreements, and material transfer agreements.</li><li>Represent a plant genomics and gene editing company in its strategic alliance with a leading commercial nursery.</li><li>Represent a food storage company in evaluating outbound technology licensing models and its outbound license terms.</li><li>Represent a botanical active ingredient producer in its research collaboration agreement with a botanical ingredient biotechnology company.</li><li>Represent an agtech company in its outbound license of its proprietary gene design platform to a biotechnology company.</li><li>Represent a public agency in its licensing agreements for proprietary fruit varieties.</li><li>Represent an agtech company in all forms of its commercial contracts, including university research agreements, NDAs, material transfer agreements, and evaluation agreements.</li><li>Represent novel infant formula company in its dozens of supply and manufacturing agreements with its ingredient suppliers and formula manufacturers.</li></ul><h5>Clean Technology</h5><ul><li>Represent public carbon credit investing company in its collaboration agreement with air quality monitoring company.</li></ul><ul><li>Represent venture-backed clean technology startup in its international collaboration agreements.</li><li>Represent venture-backed clean technology startup in its technology license and service agreement with international public energy company and other licensees.</li><li>Represent venture-backed clean technology startup in its international collaboration agreements.</li><li>Represent venture-backed clean technology startup in its technology license and service agreement with international public energy company and other licensees.</li></ul><h5>Complex Patent Transactions</h5><ul><li>Represented global public semiconductor company in connection with its patent purchase form agreements.</li><li>Represented global public semiconductor company in its patent license and license-on-transfer agreement with another global public semiconductor company.</li><li>Represented leading wireless technology company in its patent cross-license with another leading wireless technology company.</li><li>Represented leading wireless technology company in its form standard essential patent (SEP) licensing agreements and term sheets.</li></ul><h5>On-Premise Software and SaaS</h5><ul><li>Represented private construction lender in its acquisitions of two real estate technology platforms.</li><li>Represented machine learning and natural language processing software company in its on-premises software and hosted services agreements.</li><li>Represented SaaS company in its services agreement with leading automobile manufacturers.</li><li>Represented artificial intelligence-based warehousing software company in its template software license and services agreement.</li><li>Represented software company in its source code license and services agreement to international software company.</li></ul><h5>Interactive Entertainment</h5><ul><li>Represented publisher in several game development agreements and content licensing agreements.</li><li>Represented developer in its publishing and distribution agreements.</li><li>Advised developer in its renegotiation of its publishing and distribution agreement.</li></ul><h5>Professional Services</h5><ul><li>Represented numerous professional service providers in their template and negotiated services agreements.</li></ul><h5>Venture Capital</h5><ul><li>Represented fitness technology startup in its $5.8 million Series A financing.﻿</li></ul>

Matthew Ferry

Jessica Kwok is an associate in the Technology Transactions Group of Morrison Foerster’s San Diego office.Jessica’s practice focuses on transactions and counseling involving the acquisition, development, licensing, and transfer of intellectual property and technology. She leverages her background in life sciences to counsel clients across a variety of industries, such as biotechnology, pharmaceuticals, and software and cloud services.Jessica has experience drafting and negotiating a broad range of intellectual property and commercial agreements, including technology, software, and patent licenses, research and development collaborations, services agreements, and clinical trial agreements. She also advises on the intellectual property and technology aspects of mergers and acquisitions and other corporate transactions.Jessica earned her J.D. from the University of California, Berkeley, School of Law, where she was elected to the Order of the Coif and served as a notes editor for the California Law Review. She earned her B.S. summa cum laude from the University of California, Davis. Prior to law school, Jessica worked as a research associate at a metabolomics core laboratory.

Jessica Kwok

Brian P. Sylvester is a partner in our FDA & Healthcare Regulatory and Compliance Group. He is the head of Food Regulatory and an influential thought leader and practitioner in the field of food regulation.Brian counsels clients across the full life cycle of regulated products, serving global brands, startups, life sciences companies, investors, and trade associations. He has been recognized by a number of legal industry awards and publications such as Chambers USA, Bloomberg Law, and The National Law Journal. Chambers USA reports that Brian “is widely noted as an expert in regulatory issues relating to novel food technologies, with significant experience advising on USDA and FDA regulations.”Brian focuses his practice on Food and Drug Administration (FDA) and U.S. Department of Agriculture (USDA) regulated products, with an emphasis on the food and beverage sector. He additionally counsels early-stage, growth, and global clients on all aspects of cosmetics, over the counter (OTC) drugs, medical devices, consumer products, and a range of Animal and Plant Health Inspection Service (APHIS) regulated commodities. Across all these regulated product categories, his work spans enforcement actions, audits and investigations, regulatory compliance, labeling and advertising, import and export, due diligence, consumer litigation, comment preparation, public policy advocacy at the federal and state levels, and new product development.In the area of food and beverage, Brian develops regulatory strategies to commercialize a range of food tech innovations, including transgenic crops and alternative proteins, such as cultivated meat and fermentation-derived food ingredients, among others. As a former regulator at USDA, he adeptly counsels clients on strategic considerations around engagement with and advocacy before USDA and FDA on numerous complex issues, including those of first impression.Brian is an author and frequent speaker at industry-leading events in the United States, the European Union, China, Israel, and other parts of the world. He is regularly called upon to offer insights on trending legal issues by preeminent industry and global publications.

Brian Sylvester

Lindy Pittman is an FDA associate in Morrison Foerster’s Washington, D.C. office and a member of the firm’s Complex Litigation Group.Lindy’s practice focuses on FDA and healthcare regulatory enforcement and compliance across the life sciences, healthcare, food, agriculture, and technology sectors.Prior to joining the firm, Lindy was a summer associate in the Washington D.C. office. While at law school, she was a research assistant for Northeastern University School of Law’s Center for Health Policy and Law. Lindy earned her J.D. from Northeastern University School of Law and her Master of Public Health from Tufts University School of Medicine. She received her B.S. in biology from Duke University.

Lindy Pittman

Megan is a former trial attorney with the DOJ’s Antitrust Division. At Morrison Foerster, she is a partner in the Antitrust Group advising clients on their most complex and high-stakes competition matters. Her practice focuses on government investigations, merger reviews, strategic transactions, and civil antitrust litigation, particularly where enforcement, compliance, and global antitrust and regulatory risk intersect.Megan regularly counsels clients on antitrust risks arising from industry collaborations, trade associations, consortia, and other joint activities, drawing on her firsthand experience investigating and prosecuting cartel conduct. While at the Antitrust Division, Megan investigated and prosecuted federal antitrust violations, including international cartel matters involving price fixing, bid rigging, and market allocation. She now leverages that experience to help clients design, implement, and defend antitrust compliance programs, and she routinely delivers antitrust training for executives and employees.Megan also maintains a robust merger practice, advising clients at every stage of the merger review process. She develops transaction strategies, assesses and manages obligations under the Hart-Scott-Rodino Antitrust Improvements Act (“HSR Act”), and represents clients before antitrust authorities in the United States and abroad. Megan regularly represents third parties in agency reviews of transactions, including at trial.Her experience spans a wide range of industries, including telecommunications, media, technology and software, financial services, consumer products, aviation, higher education, manufacturing, agriculture, and life sciences. While at the Antitrust Division, Megan prosecuted the first individual ever extradited to the United States on an antitrust charge and earned the Assistant Attorney General’s Award for Distinguished Service for her work investigating and prosecuting international automotive parts cartels. She was also awarded the DOJ’s Outstanding Mentor Award by the Attorney General. Megan has been widely recognized by leading publications including Chambers, Global Competition Review, Bloomberg, The American Lawyer, and others. She has served as a non-governmental advisor to the International Competition Network (ICN) and has spoken at the ICN Cartel Workshop in Lisbon, Portugal. Megan is an editor of The Antitrust Source, the ABA’s online antitrust magazine, and is a member of Morrison Foerster’s global Sustainability + Corporate Responsibility Group. She also serves on the board of directors of the U.S. Sustainable Investment Forum (SIF).Before attending law school, Megan worked in the DOJ’s Office of Public Affairs, where she assisted the Assistant Attorney General for Antitrust with media strategy and served as a national spokesperson. She also worked as a paralegal in the Antitrust Division, supporting trial teams in criminal antitrust prosecutions.<h4>Representative Experience</h4><h5>Criminal and Civil Antitrust Investigations</h5><ul><li>Achieved non-prosecution protection for two healthcare companies in separate DOJ Antitrust Division criminal investigations; represented company witnesses at trial.</li><li>Obtained non-prosecution protection for a senior executive in criminal investigation into no-poach agreements in defense sector; executive testified at the criminal trial.</li><li>Completed a non-prosecution agreement for a senior executive in a DOJ criminal investigation into market allocation and bid rigging of generic drugs.</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>Represented a technology company in a Federal Trade Commission monopolization investigation.</li><li>Defended a private equity fund in a state AG investigation.</li><li>Represented an energy company in a criminal investigation.</li><li>Counseled a senior executive on 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>Obtained merger clearance for a telecommunications company in connection with a $20 billion acquisition, which closed in 2026.</li><li>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>Delivered merger clearances for Unity Technologies Corp. in connection with an asset carve-out acquisition from Weta Digital of certain assets, including its audiovisual effects development and management software tools, for a purchase price of $1.625 billion.</li><li>Advised and obtained merger clearances for Grant Thornton LLP in connection with the sale of its Public Sector Advisory practice to Guidehouse.</li><li>Represented Divvy, a leader in spend management, in its $2.5 billion stock and cash sale to Bill.com. </li><li>Supported NTT, a leading IT infrastructure and services company, in its $330 million cash sale of WhiteHat Security to Synopsys, Inc.</li><li>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>Assisted The Walt Disney Co. in its $71 billion acquisition of certain businesses from 21st Century Fox.</li><li>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>Regularly assisting third parties in responding to DOJ and FTC outreach and Civil Investigative Demands in connection with merger reviews, and corporate clients with antitrust issues in complex transactions, including collaborations, joint ventures, acquisitions, and mergers.</li></ul><h5>Antitrust Litigation</h5><ul><li>Representing Beeline Loans in federal antitrust litigation alleging price fixing and information sharing in connection with use of Optimal Blue software.</li><li>Defending Otter Tail Corp. and its subsidiaries in federal antitrust litigation alleging price fixing and information sharing through third-party market newsletter.</li><li>Supporting Verizon Communications in federal antitrust litigation alleging antitrust violations brought by VoIP-Pal.</li><li>Defending BJMC Global in federal antitrust litigation alleging non-solicitation agreements and wage fixing in violation of antitrust laws.</li><li>Representing Glenmark Pharmaceuticals in a federal antitrust multidistrict litigation alleging price fixing and market allocation of generic drugs by manufacturers of generic drugs.</li><li>Assisting Nexstar Media Group, America’s largest local television and media company, in federal antitrust litigation alleging price fixing in television advertising.</li><li>Counseled 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

Aaron Scheinman is an associate in MoFo’s global Antitrust Law Practice Group.Aaron represents clients in a variety of antitrust matters, including complex civil litigation, government investigations, and all phases of the merger review process before federal and state enforcers. He helps companies identify and navigate antitrust risks created by new and evolving technologies, with experience in matters relating to artificial intelligence, online platforms, and the interplay between IP rights and antitrust claims.His active pro bono practice includes litigation in state and federal courts protecting tenants’ rights and the right to vote.Prior to joining the firm, Aaron received his J.D. with honors from the Georgetown University Law Center, where he was a technology law and policy scholar and the articles editor of The Georgetown Law Technology Review. During law school, he interned at the Federal Trade Commission and the Federal District Court for the District of New Hampshire. He earned a B.S summa cum laude in economics with a minor in computer science from the University of New Hampshire.