• Spire Healthcare on multiple transactions including the acquisition of Vita Health Group from Archimed and the Doctors Care Group*
• Synova on its significant investment into Learnlight, the market leading digital-first language and skills training provider to multi-national corporations*
• Synova on its significant minority investment into National Education Group, a leading provider of online CPD training for schools and global education institutions*
• The management team of APCOA Parking on its sale to Strategic Vale Partners*
• Superstruct Entertainment and its management team on its sale to KKR*

*Matter handled prior to joining the firm.

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With respect to ERISA, Erin focuses on employee benefits, including qualified, nonqualified, and executive and deferred compensation and welfare benefit plans, as well as regulatory compliance with the Internal Revenue Code, ERISA, the Consolidated Omnibus Budget Reconciliation Act, the Health Insurance Portability and Accountability Act (HIPAA), and the Affordable Care Act. She also advises employers on the design, implementation, and administration of tax-qualified and nonqualified retirement plans and health and welfare benefit plans.

Erin regularly represents clients before the Internal Revenue Service (IRS) and the US Department of Labor (DOL) in audit and correction matters and has successfully concluded more than five large case audits by the IRS for both publicly traded and privately held plan sponsors auditing their health and welfare plan compliance. She is experienced in working with employers, vendors, and health plans to design and implement a variety of health and welfare plan structures, including medical, prescription drug, wellness programs, disability, mental health benefits, cafeteria plans, health reimbursement arrangements and health savings accounts, and consumer-directed health plans. She also has experience in other welfare benefit programs, including commuter benefit plans and paid time off banks. She also advises employers on issues raised in connection with corporate mergers, acquisitions, and divestitures as they relate to the various benefit plans maintained by the affected corporate entity or entities.

Erin focuses her ESOP practice on the design and implementation of ESOP transactions and provides ongoing legal counsel to ESOP-owned companies. She has been involved in hundreds of transactions, including leveraged buyouts, mergers, acquisitions, and the structuring and financing of ESOPs using private equity. Erin also has extensive experience representing lenders in designing and negotiating credit facilities specifically tailored to the needs of ESOP-owned companies.

Erin writes and speaks regularly on ERISA and ESOP issues.

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• Advised a Fortune 500 company in the design and implementation of death benefit-only plan, including filing with the DOL for a private letter ruling for the transfer of an underlying life insurance policy from a qualified retirement plan to a newly established death benefit-only plan
• Advised a Fortune 500 global manufacturing company on employee benefit matters related to its initial entry into US operations and the negotiation of all aspects of employee benefits, including Multiple Employer Welfare Arrangements (MEWAs) and union-governed health and welfare benefit plans
• Assisted a large regional health system in redesigning its health and welfare benefits offerings and negotiated all related vendor contracts and HIPAA business associate agreements

ESOP RESULTS

• Advises a $1 billion 81-100 group trust comprising more than 240 401(k) plans on all matters of ERISA, Internal Revenue Code, and securities law compliance
• Advised a global manufacturing company on employee benefit matters related to its initial entry into US operations, the spin-off of the seller’s employee benefit plans, and the merger of six separate plans onto a single platform, including handling union issues and multiemployer plan liability and withdrawal
• Advised a privately held, multigenerational national manufacturing company on the sale by over 50 shareholders to an ESOP
• Advised an ESOP-owned $100 million company on the sale to a private equity fund

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• American College of Employee Benefits Counsel (ACEBC), fellow
• Super Lawyers (ERISA)
• D Magazine, Best Lawyers in Dallas, 2012, 2014, 2016-2022

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• Southwest ESOP Association, director
• Southwest Benefits Association, member
• Texas Bar Association, member

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Over the course of 30 years, Michael has litigated patent cases involving heavy-chain antibodies, recombinant DNA, chimeric antigen receptor technology (CAR-T), glycobiology, antisense technology, protein synthesis and regulation, and immunological markers for Allergan, Inc.; Alza Pharmaceuticals; Depomed; Genentech, Inc.; Janssen Pharmaceuticals; Medicis Pharmaceutical; Merck Serono; Novo Nordisk; Taiho Oncology; Taiho Pharmaceutical; and Ultragenyx. Notably, he was one of the chief architects of the strategy for Novo Nordisk that culminated in the Supreme Court of the United States’ first substantive review of the Hatch-Waxman Act.

Michael is a member of the patent bar and has extensive experience in courts that are key to life sciences clients, including the district courts for New Jersey, Delaware, Maryland, and New York, and the US Court of Appeals for the District of Columbia Circuit and the Federal Circuit.

Recognized as a leading lawyer in the patent litigation space, Michael is a frequent speaker at industry conferences on biotechnology and pharmaceutical patent law issues.

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• Successfully represented Genentech in a licensing dispute over patents claiming the use of monoclonal antibodies with high levels of fucose to decrease antibody-dependent cellular cytotoxicity activity and corresponding levels of inflammation*
• Represented a biopharmaceutical company in biologic patent litigation involving CAR-T for T-cells targeting CD19 and the US Food and Drug Administration’s (FDA) first approved CAR-T, YESCARTA™, for the treatment of non-Hodgkin lymphoma*
• Secured a win for Depomed in ANDA litigation against generic applicants for various dosage forms of NUCYNTA® for the treatment of polyneuropathic pain and diabetic peripheral neuropathy*
• Successfully defended Ultragenyx in trade secret litigation involving the ultra-rare disease mucopolysaccharidosis VII and its first treatment, MEPSEVII™*
• Represented Takeda Pharmaceutical Company and its lead investor in litigation against the FDA for its improper approval of Colcrys without requiring certification for the method-of-use patent*
• Successfully defended Allergan against patent infringement allegations concerning the structural elements of an improved inframammary breast prosthesis*
• Successfully represented Medicis Pharmaceutical in patent litigation against a 505(b)(2) competitor using the patented formulation for Medicis’s Ziana*
• Secured a significant win for Medicis Pharmaceutical in ANDA litigation against a generic applicant for a clindamycin phosphate/tretinoin topical gel for dermatological applications*
• Obtained favorable results for Novo Nordisk in litigation and appeals concerning the change in use code narrative associated with Novo Nordisk’s Prandin*
• Successfully represented Novo Nordisk in ANDA litigation against generic applicants for Prandin and PrandiMet when used in combination with metformin for the treatment of type 2 diabetes*
• Successfully defended Merck Serono against patent infringement allegations arising from the production of interferon-β in Chinese hamster ovary cells under the biologics license granted by the FDA*
• Obtained dismissal for clients in a follow-on antitrust suit arising from ANDA litigation concerning generic oxybutynin for the treatment of urological disorders*
• Successfully represented Arizona Heart Institute in patent litigation arising from inventorship and ownership claims to original patented stent technology*
• Successfully defended Endomed, Inc. in a patent infringement and trade secret misappropriation suit arising from the design of polytetrafluoroethylene vascular grafts*

*Matter handled prior to joining the firm.

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• Represented Berkshire Partners in its sale of Masergy Communications, the owner and operator of one of the largest independent software-defined networking platforms, to Comcast Business*
• Represented Ironwood Pharmaceuticals, Inc. in connection with the public spinoff of Cyclerion Therapeutics, Inc. and related sponsor equity financing*
• Represented Genstar Capital in its acquisition of Tekni-Plex, Inc., a global company that develops highly engineered products, including medical tubing and compounds, dispensing components, and specialty food packaging*
• Represented Bain Capital, LP in its acquisition of ExtraHop Networks, Inc., a cloud-native cybersecurity company*
• Represented TPG Inc. (previously known as TPG Capital) in its acquisition of a majority stake in Nintex, a process management and workflow automation software provider*

*Matter handled prior to joining the firm.

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Prior to joining McDermott, Candice was a tax partner at a Big Four accounting firm where she advised large cap private equity clients on M&A transactions. Prior to this, she spent 15 years practising law in an international law firm, where she advised clients on tax structuring and transactions and spent time on secondment at a US-headquartered global investment bank.

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• Advised a private equity fund on the tax aspects of the establishment of a buy-and-build platform and subsequent multiple acquisitions and integration of accountancy firms*
• Advised a private equity fund on the multi-billion-dollar cross-border sale of an infrastructure asset*
• Advised a private equity fund on the tax aspects of the acquisition of an interest in a cryptocurrency business*
• Advised a private equity fund on the tax aspects of the sale of its interest in a media production company*
• Advised a number of private equity funds on the tax aspects of M&A activity involving businesses across the financial services, private enterprise, healthcare and consumer, retail and leisure sectors, such as investments in a tech distributor, a fertility clinics group and a fast-food company*

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He is also a trusted advisor to entrepreneurs and growth companies, supporting their global expansion through innovation-driven strategies, strategic M&A, fundraising, and partnerships with blue-chip organizations.

Sebastien is recognized by Legal 500 and Leaders League for his work in private equity, venture capital, and M&A.

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• Advising an investment fund on a £900m joint venture with a leading data center owner and operator for the development of a data center in Germany, for a total capacity of 38 MW*
• Advising a hyperscaler on the negotiation of a security package – including SANDS/Direct agreements, in relation to a syndicated facility for the development of a data center in Ireland, for a total capacity of 32 MW*

Data Centers – Corporate M&A/JVs/Development/Land Acquisition

• Advising H.I.G. Capital on a strategic data center joint venture in Europe
• Advising Tether on the sale of Northern Data
• Advising a leading data center owner and operator on the negotiation of a joint venture for the development of a 216 MW gas-fired power plant and a 200MW data center in the United States
• Advising a leading data center owner and operator on power purchase agreements (PPAs) and energy infrastructure developments in the United States
• Advising a New York-based asset management firm on the negotiation of a joint venture for the development of power generation and data center infrastructure in the United States
• Advising a power developer and energy as a service solutions (EaaS) provider on the negotiation of a joint venture for the development of power generation and data center infrastructure in the United States
• Advising a US listed company on a double data center sale and lease back transaction in France, set to deliver 400 MW of AI-compatible infrastructure*
• Advising a leading data center owner and operator on the M&A acquisition of a data center campus in the Netherlands*
• Advising a leading data center owner and operator on the acquisition of a real estate asset in Greece for the development of a data center campus*
• Advising a leading data center owner and operator:
  • on the acquisition of real estate assets and the development of a data center in Amsterdam*;
  • on the acquisition of real estate assets and the development of a data center in Milan*
• Advising a leading data a leading data center owner and operator on the development of a data center facility in Germany*
• Advising a leading real estate developer on the structuring of build-to-suit products across Europe*
• Advising a leading real estate developer on the structuring and development of their data center Joint Venture agreements across Europe*

Data Centers – Customer Agreements

• Advising Infravia’s/Iliad’s OpCore and TikTok on multiple large-scale Master Services Agreement negotiations for data center operations across Europe, with total contract values ranging from €400 million to €2.5 billion
• Advising a hyperscaler on a data center services agreement in Norway, for a total capacity of 260 MW*
• Advising a hyperscaler on a data center services agreement in Ireland*
• Advising a leading data center owner and operator on the commercialisation of data center services in France, Spain, and Italy, opposite a hyperscaler*
• Advising a leading data center owner and operator on the commercialisation of data center services in Sweden and Italy, opposite a hyperscaler*
• Advising a leading data center owner and operator on the commercialisation of data center services in Amsterdam, opposite a hyperscaler*
• Advising a leading data center owner and operator on the commercialisation of data center services in France, and the negotiation of carrier access contracts*
• Advising a leading data center owner and operator on the commercialisation of data center services in Belgium*
• Advising a leading data center owner and operator on the commercialisation of data center services in Europe*
• Advising a leading data center owner and operator on its standard contractual documentation including for the largest European Data Center Campus located near Paris, France*
• Advising a leading data center owner and operator on its standard contractual documentation*

*Matter handled prior to joining the firm.

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John has been recognised by a number of legal directories and is identified by The Legal 500 as being “incredibly responsive and highly personable. He demystifies complex topics and is pragmatic”

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Chambers UK also acknowledges Darren’s prowess in the Real Estate: £150 Million and Above category for 2024. He is described as “a well-organised and diligent lawyer who is always focused on the issues that matter to his clients” and “phenomenally well informed and commercial.” He is praised for being “great to work with” and “is excellent getting deals done.”

Prior to joining McDermott Will & Schulte, Darren was Head of European Real Estate at an international law firm.

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• Advising PSP Investments, Alecta and Madison International Realty in relation to their co-investment into the BentallGreenOak managed fund known as WELPUT for the redevelopment of Regent’s Wharf and 105 Victoria Street at an aggregate transcation value of c £1.2Billion*
• Advising Goldman Sachs in relation to their co-investment alongside SROA into the Kangaroo self-storage platform*
• Advising China Investment Corporation in relation to the structured acquisition alongside Blackstone Real Estate of Chiswick Park, London, for circa £780 million*
• Advising Invesco Real Estate in relation to the redevelopment of 20 Manchester Square and pre-letting to Lazard & Co Ltd as their new London HQ*
• Advising Grosvenor in relation to the disposal of their interests in West Midlands Interchange, the largest UK logistics park at a target developed area of c 8M square feet, to Logistics Capital Partners and Oxford Properties*
• Advising Cove Communities, the leading US holiday and residential park operator and PSP Investments in relation to the establishment of their UK joint venture, the acquisition of a 10 park portfolio at an aggregate size of c.£400M and the negotiation of acquisition finance from Wells Fargo*

*Matter handled prior to joining the firm.

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