Michael A. Katz

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8204
F 212 728 9204
mkatzwillkie.com

Michael Katz is a partner and Chair of the Executive Compensation and Employee Benefits Department. He counsels public and private companies on matters involving executive compensation and employee benefits.

Michael is experienced in advising clients in connection with the executive compensation and employee benefits issues arising in the context of corporate transactions, such as strategic mergers, leveraged buyout transactions, spin-offs, restructurings and other acquisitions, divestitures and business transactions.  In these transactions, he addresses issues relating to the treatment of outstanding compensatory equity awards, "golden parachute" excise tax implications and employee benefits-related liabilities, and negotiates post-closing arrangements with senior executives.

Michael advises clients on an ongoing basis on the design, implementation and administration of executive compensation and employee benefits arrangements for senior executives and employees generally, such as stock option and other stock-based plans, LLC/partnership interests (such as profits interests), cash bonus and incentive arrangements, tax-qualified retirement plans, nonqualified deferred compensation arrangements, and severance and retention programs, and on the tax, legal and regulatory compliance considerations for these arrangements.  He also regularly counsels boards of directors and their compensation committees concerning governance and executive compensation matters.

Michael also regularly provides companies with securities law advice relating to executive compensation and employee benefits arrangements, in particular the registration requirements under federal and state securities laws, shareholder approval issues under stock exchange rules, and the SEC reporting and disclosure requirements for public companies.  Additionally, he works closely with public companies to prepare executive compensation disclosures for annual proxy statements, initial public offerings, merger proxies and other information statements in connection with corporate transactions and other reports.

Michael's experience also includes representing private equity clients, companies and individual senior executives in the negotiation of executive employment and separation agreements and he has also advised management teams in the context of private equity buyouts in connection with executive compensation matters.

The 2014 edition of Legal 500 notes “Michael Katz is a very focused and extremely calm practitioner whose strengths lie in corporate transactions and executive compensation.”

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Highlights

Michael Katz is a partner and Chair of the Executive Compensation and Employee Benefits Department. He counsels public and private companies on matters involving executive compensation and employee benefits.

Selected Significant Matters

Michael’s experience includes handling the executive compensation and employee benefits aspects of the following transactions:

  • Colony Capital, Inc. in its $17 billion merger of equals with NorthStar Asset Management Group Inc. and NorthStar Realty Finance Corp. to create Colony NorthStar, Inc.
  • Bridge Growth Partners, LLC in its acquisition of Finalsite.
  • LOGICnow in its acquisition by SolarWinds.
  • Warburg Pincus and the Association of Certified Anti-Money Laundering Specialists (ACAMS) in the $330 million sale of ACAMS to Becker Professional Education.
  • Conga in its acquisitions of Novatus, ActionGrid and CRMCulture.
  • MedAssets in its agreement to be acquired by Pamplona Capital Management for $2.7 billion.
  • Hudson's Bay Company in its $250 million acquisition of Gilt.
  • Bridge Growth Partners, LLC in its acquisition of a majority interest in Solace Systems.
  • Insight Venture Partners in connection with a $250 million funding round for Tenable Network Security.
  • Syncsort in its acquisition by Clearlake Capital Group.
  • Valtech Cardio in its proposed acquisition by HeartWare International for $875 million.
  • Westport in its merger with Fuel Systems Solutions.
  • Insight Venture Partners in its investment in Thycotic Software.
  • Appriss in its acquisition of The Retail Equation.
  • Insight Venture Partners in its acquisition of Fourth.
  • Insight Venture Partners in its $70 million investment in Conga.
  • HealthcareSource in its acquisition by Francisco Partners.
  • HCC Insurance Holdings, Inc., in its $7.5 billion acquisition by Tokio Marine Holdings, Inc.
  • GFI Group in its $778 million sale to BGC Partners.
  • Insight Venture Partners in the acquisition of E2open.
  • Frontline Technologies in its acquisition of Aspex Solutions and CRS.
  • Shutterstock, Inc. in its acquisition of PremiumBeat and Rex Features.
  • Ace Group in its acquisition of Fireman’s Fund’s personal lines business from Allianz.
  • Radian Group Inc. in its $810 million sale of Radian Asset Assurance Inc. to Assured Guaranty Ltd.
  • The Pantry in its $1.7 billion sale to Alimentation Couche-Tard.
  • Bridge Growth Partners in its acquisition of CRGT and Bridge Growth Partners and CRGT in CRGT’s subsequent merger with Salient Federal Solutions, Inc.
  • RenaissanceRe Holdings Ltd. in its $1.9 billion acquisition of Platinum Underwriters Holdings, Ltd.
  • Sale of Metalogix to Permira Funds.
  • AdColony in its acquisition by Opera.
  • HealthEquity’s initial public offering.
  • MedAssets in its acquisition of Sg-2, LLC.
  • New Breed Holding Company in its acquisition by XPO Logistics.
  • Insight Venture Partners in its acquisition of FireMon.
  • Men’s Wearhouse in its $1.8 billion acquisition of Jos. A Bank Clothiers.
  • Thales Group in its acquisition of LiveTV from Jet Blue.
  • 3i Group plc in its sale of Hilite International to AVIC Electromechanical Systems Co., Ltd., a subsidiary of Aviation Industry Corporation of China.
  • GFI Software in the sale of TeamViewer to Permira.
  • Insight Venture Partners and its portfolio company ECi Software (ECi) in the sale of ECi to The Carlyle Group.
  • Insight Venture Partners in its leveraged acquisition of WorkForce Software.
  • SPARTA Insurance Holdings, Inc. in its sale to Catalina Holdings (Bermuda) Ltd.
  • Hudson’s Bay in its $2.9 billion acquisition of Saks Incorporated.
  • RenaissanceRe Holdings in the sale of RenRe Energy Advisors to Munich Re.
  • Constitutional Medical Inc. (CMI) and Warburg Pincus in connection with the sale of CMI to Roche Diagnostics.
  • Men’s Wearhouse in its acquisition of JA Holding, Inc., the parent company of Joseph Abboud.
  • Insight Venture Partners in its significant investment in Kaseya Software Ltd.
  • Westport Innovations in its acquisition of BAF Technologies.
  • Vatera Healthcare Partners in its sale $1.15 billion of Pearl Therapeutics to AstraZeneca Plc.
  • Warburg Pincus and Clondalkin Group in the sale by Clondalkin of portions of its North American Flexible Packaging division to Hilex Poly.
  • Berkley Capital in the sale of FSV Payment Systems, Inc. to US Bank Corp.
  • Morgan Stanley, Deutsche Bank Securities and Jefferies in Shutterstock Inc.’s initial public offering.
  • Aquiline Capital Partners in its acquisition of First Investors Financial Services Group.
  • Hotel REIT DiamondRock Hospitality on its acquisition of four hotels from Blackstone Real Estate Partners.
  • Kenneth Cole in his merger agreement to take Kenneth Cole Productions, Inc. private.
  • Ventas, Inc. in connection with its acquisition of Cogdell Spencer Inc.
  • Varroc Group in its acquisition of Visteon Corp.’s automotive lighting business.
  • Insight Venture Partners as lead investor in the equity financing of Drilling Info, Inc., acquiring a majority ownership of the company.
  • Insight Venture Partners in the $2 billion buyout agreement to take Quest Software private.
  • MLM Information Services and Warburg Pincus in connection with Warburg Pincus’ sale of MLM to the parent company of Corporation Service Company.
  • C&D Technologies, Inc. in its acquisition by an affiliate of Angelo, Gordon & Co.
  • Bloomberg L.P. in its acquisition of The Bureau of National Affairs.
  • Ticket Monster in connection with its sale to LivingSocial.
  • Telmar Network Technology, Inc. in its sale to Jabil Circuit, Inc

Michael has also represented:

  • Senior management of Advantage Sales & Marketing in Apax Partners’ sale of a majority stake in ASM to Leonard Green & Partners and CVC Capital Partners.
  • Management of Legg Mason Investment Counsel & Trust in Legg Mason’s sale of LMIC to Stifel Financial Corp.
  • Management team of BCG Digital Ventures in formation of a new venture by the Boston Consulting Group.
  • Management team of Pharmaceutical Product Development in take private transaction by The Carlyle Group and Hellman & Friedman.

Prior Experience

Prior to joining Willkie, Michael was Special Counsel at Sullivan & Cromwell LLP.  He also previously practiced at Proskauer Rose LLP (1997–2007) and Winston & Strawn LLP (1994–1997).

Selected Publications and Lectures

Publications

  • “Executive Compensation Considerations in IPOs,” Practical Law Company, November 2015.
  • "Recent Legislation Impacts Deferred Compensation and More," The Metropolitan Corporate Counsel, November 2004.
  • "IRA Owners Are Seeking Alternate Investment Opportunities," The New Jersey Law Journal, February 2003.
  • "IRS Issues Long-Awaited Proposed Golden Parachute Rules," The Corporate Officers & Directors Liability Litigation Reporter, May 2002.
  • "Parachute Check," The Daily Deal, March 2002.
  • "Federal Securities Registration Issues for Stock Option Plans of Private Companies," Compensation & Benefits Review, September 2001.
  • "Are Keogh Plan Funds Protected from Creditors?", New York Law Journal, June 1997.

Speaking Engagements

  • Avoiding Common 409A Drafting Pitfalls in Employment and Severance Agreements: ALI-CLE, December 2013.
  • New Developments in Change-in-Control Protection: ALI-CLE, May 2013.
  • Drafting Executive Employment Agreements: ALI-CLE, January 2013.
  • Executive Compensation Issues Under Dodd-Frank Reform Legislation: BNY Mellon "Leading Exchange" Video Webcast, September 2010.
  • Final Stretch for 409A Compliance: Association of the New York City Bar, September 2008.
  • Executive Compensation: The Composition, Roles and Responsibilities of the Compensation Committee: Celesq Online CLE Programs, February 2004.
  • Representing the New Internet Company: Employment Arrangements and Equity Arrangements: Law Education Institute, January 2001.
  • Employee Benefits Issues in Employee Leasing and Independent Contractor Arrangements: American Management Association, 1996.

Publications / News / Events

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