Education

Willkie has an extensive background in the area of education, representing numerous colleges, universities, charter schools and other educational providers, including  NYU Medical School, University of Pennsylvania, University of Colorado, Mount Sinai School of Medicine, Edison Schools, Inc., St. John's University, Weizmann Institute of Science (Israel),  Max Planck Institute (Germany) and American Campus Communities, Inc.

Willkie has an extensive background in the area of education, representing numerous colleges, universities, charter schools and other educational providers, including  NYU Medical School, University of Pennsylvania, University of Colorado, Mount Sinai School of Medicine, Edison Schools, Inc., St. John's University, Weizmann Institute of Science (Israel),  Max Planck Institute (Germany) and American Campus Communities, Inc.

Business Reorganization and Restructuring

  • Cengage Learning: Represent the independent director of Cengage Learning, in connection with an exhaustive investigation and systematic analysis of the propriety of the prepetition acquisition of certain Cengage debt instruments by Apax Partners (Cengage’s majority owner) and Cengage itself. Cengage Learning filed for bankruptcy on July 2, 2013. On September 13, 2013, Willkie finalized and filed a comprehensive report addressing the complex issues that framed its investigation.

    Educational Publishing Company: Represent a steering committee of first lien lenders of a leading educational Canadian publisher active in all areas of publishing (K-12, higher education, professional learning, business, industry and other markets) in connection with the publisher’s out-of-court restructuring efforts.

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Litigation and Investigation

  • Edison Schools, Inc.: Played a key role in the accounting matters investigation of Edison, a for-profit education management organization that contracts with school districts for performance partnerships, alliances, and charter school establishment.

    John Freshwater v. Mount Vernon City School District Board of Education: Represented the National Center for Science Education in the preparation and filing of its amicus curiae brief in support of an Ohio school district that fired a middle school science teacher over his inappropriate religious activity in the classroom —including teaching creationism.  The brief in support of the school board argued that the teacher’s materials and methods concerning evolution “have no basis in science and serve no pedagogical purpose.”  Ohio’s Fifth District Court of Appeals unanimously upheld the termination.  

    Mount Sinai School of Medicine: Represented MSSM in negotiations and entry into a license agreement to settle multi-national patent infringement actions involving Shire’s Replagal product.

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Mergers & Acquisitions, PE & VC Investments, Joint Ventures and Other Business Combinations

  • Bridge Growth Partners/Finalsite: Represented Bridge Growth Partners, LLC in its acquisition of Finalsite, a leading SaaS-based learning and communications platform for U.S. and international schools.

    Eurazeo/Glion Institute of Higher Education/Les Roches International School of Hotel Management: Represented Eurazeo on the financing aspects of its CHF 380 million acquisition of Glion Institute of Higher Education and Les Roches International School of Hotel Management.

    Innopolis/Carnegie Mellon University, iCarnegie Global Learning LLC, Innopolis University: Represented Innopolis, an autonomous non-profit organization, and its parent company in the initial phases of the development of Innopolis University. iCarnegie Global Learning LLC and Carnegie Mellon University have signed an agreement with the Russian Republic of Tatarstan and Autonomous noncommercial organization (ANO) “Innopolis University,” for the development of Innopolis University, a new world-class center of excellence for learning, teaching, research and entrepreneurship.  Willkie represented Innopolis, an autonomous non-profit organization, and its parent company in the initial phases of the project.

    Insight Venture Capital, Redpoint Ventures/OpenEnglish: Advised Insight Venture Capital and Redpoint Ventures in a tender offer to buy out shares from previous investors in the online language school OpenEnglish, as part of an initial investment in the company valued at $42.9 million.  Redpoint Ventures announced that the $130 million raised in early-stage funding would support OpenEnglish’s Brazilian market expansion strategy.

    iParadigms/Insight/Warburg Pincus: Represented iParadigms, a California-based anti-plagiarism software company, in its $752 million sale to Insight Venture partners and GIC, Singapore's sovereign wealth fund, from majority owner Warburg Pincus.

    NYU Medical School, Weizmann Institute of Science (Israel), University of Pennsylvania, the University of Colorado, Oregon Health Sciences University, the Max Planck Institute (Germany): Advised leading academic and research institutions in matters regarding  (a) the negotiation of license agreements for the licensing of patented technology of the universities to pharmaceutical  or biotechnology companies, (b) the negotiation of individual or multi-project sponsored research agreements between universities and industrial partners, or (c) the receipt by the universities as consideration for their licenses of various forms of equity interests in early stage companies formed to exploit the inventions made at the universities.

    Warburg Pincus/ACAMS: Represented Warburg Pincus and the Association of Certified Anti-Money Laundering Specialists (ACAMS) in the $330 million sale of ACAMS to Becker Professional Education.

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Real Estate and Infrastructure

  • Great Oaks Charter School: Represented New Jersey-based Great Oaks, an open-admission, tuition-free public college-preparatory charter school serving a high-needs population, in the negotiation and execution of its 20-year lease for space in the highly acclaimed, $150 million mixed-use “Teachers Village” development project under construction in Newark at the time.

    SRIA/University of Bordeaux: Advised SRIA on a 30-year deal with a consortium to build and maintain 16 buildings owned by the University of Bordeaux.

    St. John’s University/Relocation of Manhattan Campus: Represented at John’s University in its lease for 71,000 square-feet of space at 51 Astor Place, a new, Edward J. Minskoff, 12-story, 400,000-square-foot office building.

    St. John's University/Sale of Manhattan Campus Property: Advised St. John's University in its agreement to sell its Manhattan campus property at 101 Murray Street in Tribeca to a joint venture of New York City real estate firms Fisher Brothers and The Witkoff Group.

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Other Significant Matters

  • Direction des Fonds d’Epargne/Grenoble University: Represented Direction des Fonds d’Epargne on the PPP project for the financing, construction, operation and maintenance of three units of Grenoble University.

    SUNY Albany: Provided senior executive representation on employment matters for SUNY Albany, one of the main institutions in New York State’s university system. 

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