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MoFo Advises Purely Elizabeth on Its Acquisition by Ferrero Group

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Morrison Foerster advised Purely Elizabeth, the high-growth modern wellness brand and a leading better-for-you food company based in the U.S., in connection with its acquisition by Ferrero Group, a global leader in sweet-packaged foods, renowned for iconic brands such as Nutella®, Kinder®, Ferrero Rocher®, and Tic Tac® among others.Founded in 2009 and based in Boulder, Colorado, Purely Elizabeth has more than doubled its sales in the past two years, driven by its innovative portfolio of granola, oatmeal and cereals while more recently expanding into the fast-growing protein segment.The MoFo team was led by partners Chuck Cotter and James Beach with corporate associates Sam Breaks and Courtney Anne Henf. The wider team included FDA regulatory partners Brigid Bondoc and Brian Sylvester, antitrust partner Megan Gerking, technology transactions partner Anthony Ramirez, executive compensation partner Joshua Lerner, complex litigation partner Claudia Vetesi and tax partner Brian Radigan.Read the <a href="https://www.ferrero.com/int/en/news-stories/news/ferrero-group-to-acquire-purely-elizabeth" target="_blank">press release</a>.

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Chuck Cotter is a partner in the firm’s Emerging Company + Venture Capital practice group in Denver.Chuck advises venture and growth stage companies, helping them to successfully raise capital, negotiate key agreements, manage investor and board dynamics, and through exit. Chuck also regularly advises investment funds in placing capital into consumer products, agtech, and food tech companies. He excels as a practical, business-minded advisor.With sophisticated experience in the consumer products space, including food, beverage, personal care, beauty, and fashion, Chuck has represented such companies and funds in over 200 financing and M&A transactions.Chuck has been recognized by Chambers USA for Corporate M&A and by The Best Lawyers in America for M&A and Venture Capital. He has also been named MVP in Food & Ag by Law360.Prior to joining Morrison Foerster, Chuck was a partner at a national law firm and the leader of their Food, Beverage, and Consumer Products industry group. Before that, he was a partner and chair of the Consumer Products industry group at an Am Law 100 firm.<h4>Representative Experience</h4><ul><li>Crumbl Cookies, in its minority investment from TSG Consumer Partners, supporting continued franchise expansion and growth.</li><li>Grüns, in its Series B preferred stock financing, including a $10 million primary investment at a $500 million post-money valuation led by Headline Global Growth and a $25 million secondary tender offer, with conversion of outstanding SAFEs and convertible notes.</li><li>David Protein (aka Linus Technology, Inc.), a cutting-edge brand offering high-protein, low calorie nutrition and redefining how we think about fat, in its Series A financing and its acquisition of the company behind EPG –a plant-based fat substitute that replicates texture and mouthfeel of traditional fat.</li><li>GroundForceCapital, an investment firm seeking to invest in companies in the consumer food and beverages sector that aim to improve health and longevity of people and the planet, in its participation in the Series E financing of Liquid Death, a disruptive hydration company valued at $1.4 billion.</li><li>Goat Rodeo Capital Advisors LLC, a venture capital fund focusing on early-stage opportunities in the alcohol beverage space, in its participation in the Series B financings of The Lemon Perfect Company, a celebrity-backed, ready-to-drink hydration company.</li><li>Sweetwood Smoke & Co., maker of FATTY Smoked Meat Sticks, in its sale to Conagra Brands (NYSE: CAG), one of North America’s leading branded food companies.</li><li>Caulipower, the #1 better-for-you, gluten-free, and cauliflower crust frozen pizza brand in America, in its sale to Urban Farmer, a portfolio company of Paine Schwartz Partners and a fully integrated producer of specialty dough products for leading brands and major retailers across North America.</li><li>Hooters, Inc., and Hoot Owl Restaurants LLC in restructuring transactions that would allow for the acquisition of more than 100 Hooters of America-owned restaurants.</li><li>NextWorldLLC, in the sale of The Citizenry, a direct-to-consumer, socially conscious home decor brand, to Havenly, a leading interior design service and home furnishings company.</li></ul>

Chuck Cotter

Partner

James Beach works with leading middle market private equity firms.James represents private equity funds and their portfolio companies in a broad range of complex domestic and cross-border transactions, including M&A, divestitures, and growth equity investments. He also advises companies across all stages of their lifecycle.James has completed over $20 billion of aggregate transactions across numerous industries, including enterprise software, data, security and technology, logistics, manufacturing, healthcare and consumer products.Prior to joining MoFo, James was a partner in the private equity and M&A group at another global law firm and at a private equity M&A boutique.

James Beach

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

Courtney Henf is an associate in Morrison Foerster’s San Francisco office and a member of the firm’s Transactions Department.Prior to joining MoFo, Courtney was a Summer Associate in the San Francisco office. She also was a Judicial Extern for the Honorable Andrew E. Krause, U.S.M.J., U.S. District Court, Southern District of New York.Courtney earned her J.D., magna cum laude, from the Elisabeth Haub School of Law at Pace University. While there, she served as an Articles Editor of the Pace International Law Review and a member of the Federal Judicial Honors Program. She received her B.S. in microbiology from the University of Florida.

Courtney Henf

Brigid is a food, drug, and medical device lawyer who counsels life sciences companies on a wide range of U.S. Food & Drug Administration pre- and post-market regulatory issues.As the lead of our FDA + Healthcare Regulatory and Compliance Group, Brigid practices across the spectrum of FDA-regulated products, including medical devices, drugs, biologics, cell and gene therapies, food, cosmetics, dietary supplements, tobacco, laboratory-developed tests, in vitro diagnostics, radiation-emitting electronic products, combination products, and products that may not fit neatly into any of these categories. Accordingly, she counsels established and start-up companies in life sciences, healthcare, and consumer products on a wide range of FDA pre- and post-market regulatory issues. Brigid also frequently advises innovative product developers on threshold FDA jurisdictional questions and develops strategies for approval and marketing, while identifying and mitigating regulatory risks. In her day-to-day practice, Brigid advises on:<ul><li>product development and FDA’s pre-authorization requirements;</li><li>advertising and promotion of FDA-regulated products;</li><li>clinical trials regulation, including strategic advice for sponsors in receipt of a clinical hold;</li><li>responses to warning letters, Form 483s, import alerts, and FDA enforcement actions;</li><li>informal and formal dispute resolution for high-stakes issues;</li><li>compliance with FDA regulatory requirements such as current good manufacturing practice (GMP), quality system regulation (QSR), food safety preventive controls, adverse event reports, product recalls, radiological health issues, risk evaluation and mitigation strategies (REMS), pharmacy compounding and the new track-and-trace regulations for prescription drugs; and</li><li>technical legal questions involving the Food, Drug and Cosmetic Act (FDCA), the Public Health Service Act (PHSA), Federal Advisory Committee Act (FACA), Freedom of Information Act (FOIA), and the Administrative Procedure Act (APA). </li></ul>Brigid also has experience in the development, regulation, and procurement of medical countermeasures (MCMs) against chemical, biological, radiological, and nuclear (CBRN) threats and pandemic infectious diseases, including animal rule approvals and special incentives for the development of MCMs. Complementing her focus on FDA regulatory law, Brigid has a strong litigation background and has served as FDA counsel in product liability cases, civil litigation, international arbitration, and FDA enforcement proceedings. She particularly enjoys providing clients with advice that integrates technical, legal, and political considerations.Brigid maintains an active pro bono practice focused primarily on reproductive health and especially enjoys working with inventors who aim to improve health outcomes for mothers and infants in the peri- and post-natal period. She has represented several clients before the Social Security Administration in appealing denials of applications for disability benefits. She has also worked on several appeals in criminal cases in the District of Columbia.Brigid is a graduate of the University of Tulsa, where she earned her B.S. in biochemistry before attending law school at Stanford Law School. Prior to law school, Brigid worked as an Environmental Policy Analyst in the Office of the Secretary at the U.S. Department of Transportation. She has also worked as a benchtop scientist in a number of laboratories, including FDA’s National Center for Toxicological Research.<h4>Representative Experience</h4><ul><li>Counseled online marketplaces regarding FDA compliance and enforcement for a variety of products.</li><li>Advised development-stage companies on regulatory considerations and FDA engagement strategies related to development and launch of products based on disruptive technologies.</li><li>Advised consumer technology companies with respect to potential FDA regulation under the medical device provisions of the FDCA;</li><li>Served as FDA regulatory counsel to clients evaluating compliance issues under reporting provisions of Corporate Integrity Agreements and related negotiated resolutions of government investigations.</li><li>Helped a large, publicly traded drug company comply with the FDA’s new track-and-trace pedigree requirements for prescription drugs.</li><li>Led regulatory team on numerous initial public offerings (IPO), stock and asset purchase agreements, acquisitions, mergers, and other transactions for life science company.</li><li>Provided strategic advice, conducting regulatory assessments and negotiating key FDA-related terms in connection with due diligence for transactions and post-acquisition integration activities.</li><li>Developed policy positions related to FDA regulation of laboratory-developed tests (LDTs) for multiple clients in this space.</li><li>Represented manufacturers in matters involving regulatory letters, inquiries, advisory comment proceedings, competitor complaints and citizen petitions focused on their products and policy issues affecting their strategic priorities.</li><li>Advised on issues related to promotion of drugs and medical devices, including communication of pharmacoeconomic/healthcare economic information (HCEI), communications by medical science liaisons (MSLs).</li><li>Provided solutions-oriented advice to development-stage companies confronting FDA regulatory issues for the first time, including good clinical practices (GCP), investigator-initiated research (IIR), pre-approval communications and strategies for obtaining FDA approval.</li><li>Collaboratively advised client on FDA, ethical, and product liability issues associated with early termination of a clinical study involving an implanted medical device.</li></ul>

Brigid Bondoc

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) human drugs, medical devices, animal food and drugs, 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

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 Gerking

Anthony Ramirez is a partner in the Technology Transactions Group in the New York office of Morrison Foerster.Anthony advises clients on general commercial and transactional matters. He regularly advises companies on the IP aspects of their M&A transactions. His clients include technology, digital media and content for television and music, financial services, and communications companies with diverse intellectual property assets and issues.His practice focuses on the legal aspects of developing, licensing, and commercializing technology and intellectual property, as well as negotiating general commercial contracts, including outsourcing transactions, as well as content and data licenses. He regularly assists clients with legal issues relating to licensing and commercialization of digital media and content, digital content that is distributed over the Internet or streamed, mobile applications and social media, as well as the licensing of recorded music for distribution via digital platforms. Anthony is also experienced with issues relating to open-source software, software development, artificial intelligence and machine learning, cloud-based technology, and protection of proprietary information.Anthony has extensive experience working on matters involving disruptive technologies, such as blockchain. He has helped fintech clients with general intellectual property issues in connection with terms of service for online financial products and services.Anthony is an integral part of the outside pro bono legal team for nonprofit organizations based in New York, including advising clients on legal issues regarding entertainment, social media, privacy rights, and the negotiation of outsourcing and service agreements. Anthony received his J.D. from the University of Michigan Law School in 2009. He received his B.S. from Cornell University in 2004.

Anthony Ramirez

Josh Lerner is a partner in the Executive Compensation + Benefits Group based in the New York office of Morrison Foerster.Josh advises clients on all matters involving the compensation of senior executives, including employment, change in control, equity compensation, and severance arrangements.He counsels public and private companies on executive compensation issues in a range of corporate transactions, restructurings, and financings. He has experience designing, drafting, and negotiating employment agreements and administering equity incentive plans and awards. He also works regularly with public companies on compensation-related disclosures and corporate governance matters, including Securities Exchange Act of 1934 reports. Josh earned his J.D. from Columbia Law School where he was a senior articles editor of the Columbia Business Law Review.<h4>Representative Matters</h4><ul><li>Snow Software, a technology intelligence platform, on its acquisition by Flexera Software, a data-oriented SaaS solution company.</li><li>U.S. Silica Holdings, a global industrial minerals and logistics leader, in its $1.85 billion sale to entities affiliated with Apollo Global Management.</li><li>Rivian Automotive in the formation of an equally controlled and owned joint venture with Volkswagen Group to create next generation software-defined vehicle (SDV) platforms to be used in both companies’ future electric vehicles.</li><li>Palladium Equity Partners, in the $695 million sale of its majority interest in Trachte, a leading provider of highly engineered protection and control buildings with mission critical applications, to nVent Electric plc, a leading global provider of electrical connection and protection solutions.</li><li>The rock band KISS and its co-founders Gene Simmons and Paul Stanley in the sale of substantially all rights related to KISS to Pophouse Entertainment.</li><li>McGrath RentCorp, leading provider of temporary and permanent space solutions, in its $3.8 billion acquisition by WillScot Mobile Mini Holdings Corp., a leader in innovative temporary space solutions.</li><li>Astellas Pharma in its acquisition of Propella Therapeutics, a biopharmaceutical company that combines medicinal chemistry with lymphatic targeting to create new oncology drugs.</li><li>SoftBank in connection with its $375 million acquisition of Berkshire Grey, a robotic automation company that went public via a SPAC merger in 2021.</li></ul><ul><li>Grant Thornton, one of America’s largest audit, tax, and advisory firms, in the sale of its Public Sector Advisory practice to Guidehouse, a portfolio company of Veritas Capital and leading global provider of consulting services to the public sector and commercial markets.</li><li>MTY Food Group, a leading franchisor in the North American restaurant industry, in its $200 million acquisition of BBQ Holdings, a franchisor and operator of fast casual dining.</li><li>Odevo AB, a Swedish company and a portfolio company of private equity client Fidelio Capital, in connection with its acquisition of KW Property Management & Consulting, LLC, a Florida-based company that provides property management services to homeowner associations, condominium boards, cooperative boards and townhome communities. </li><li>Tinicum and its portfolio company TSL Engineered Products in the sale of Advantek, a leading provider of highly engineered carrier tape and associated protective packaging products, to Cornell Capital.</li></ul>

Joshua Lerner

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.