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 Co-Chair of the Executive Compensation & 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.

Chambers USA (2020) ranks Michael among the leading practitioners in New York in the area of Executive Compensation & Employee Benefits, highlighting that he is “really skilled” and “extremely responsive, thoughtful and practical in his approach and work style.” Legal 500 has noted “Michael Katz is a very focused and extremely calm practitioner whose strengths lie in corporate transactions and executive compensation.”

+ Continue Reading

Michael Katz is a partner and Co-Chair of the Executive Compensation & 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:

  • Insight Partners in connection with numerous investments, including:
    • the acquisitions of: Achieve3000; Appriss; Armis; Bullhorn; CentralReach; Conga; DrillingInfo; E2open; EveryAction; Episerver; Fenergo; FireMon; Fourth; Frontline Technologies; Illuminate Education; Interfolio; Jama Software; Kaseya; Kinnser Software; Lakeside Software; Ministry Brands; PayIt; Property Brands; RecordedFuture; Resolve Systems; Thycotic Software; Veeam Software; Workforce Software; and Zyme Solutions
    • equity investments in: Academic Partnerships; Augury; Bynder; Ceres Imaging; Chargebee; Cherwell; Clinc; Coreview; Divvy; epignosis; HingeHealth; JoyTunes; LeanTaas; nCino; Optibus; Precision Lender; QASymphony; Quantum Metric; SalesLoft; Showpad; SimpleNexus; SmartSheet; Skupos; TaxJar; Tenable Network Security; The Farmer’s Dog; Tricentis; and Veeam
  • Insight Partners in connection with exits and recapitalizations:
    • Conga in its combination with Apttus to create a leading company in digital transformation for commercial operations
    • the hospitality technology merger of HotSchedules and Fourth, backed by Marlin Equity Partners and Insight Partners
    • Workforce Software’s significant equity investment received from Evergreen Coast Capital
    • Appriss in connection with Clearlake Capital’s equity investment
    • the sale of Drillinginfo to Genstar Capital
    • the sale of eVestment to Nasdaq
    • the sale of Frontline Education to Thoma Bravo
    • the sale of SmartBear Software to Francisco Partners
    • the sale of LOGICnow to SolarWinds
    • the sale of Syncsort to Clearlake Capital Group
    • the sale of Metalogix to Permira Funds
    • sale of AdColony to Opera
    • the sale of TeamViewer to Permira
    • the sale of ECi Software Solutions to The Carlyle Group
    • the sale of Ticket Monster to LivingSocial
  • Bridge Growth Partners in connection with:
    • its majority equity investment in BackOffice Associates
    • its acquisition of Finalsite
    • its acquisition of a majority interest in Solace Systems
    • Salient CRGT’s acquisition of Information Innovators, Inc.
    • its acquisition of CRGT and Bridge Growth Partners and CRGT in CRGT’s subsequent merger with Salient Federal Solutions, Inc.
  • New Mountain Capital in connection with:
    • its acquisition of DRB Systems from Prairie Capital L.P.
    • its acquisition of Sparta Systems, Inc. from Thoma Bravo, LLC
  • Compass Partners Capital and an investor group led by Bain Capital Credit and Pine Island Capital Partners in their acquisition of Precinmac Precision Manufacturing
  • Berkley Capital in connection with:
    • the sale of Foundation Source to Incline Equity Partners
    • the sale of FSV Payment Systems, Inc. to US Bank Corp.
  • Warburg Pincus in connection with:
    • the sale of Slickdeals to Goldman Sachs Merchant Banking Division and Hearst
    • the sale of Association of Certified Anti-Money Laundering Specialists (ACAMS) to Becker Professional Education
    • the sale of New Breed Holding Company to XPO Logistics
    • the sale by Clondalkin Group of portions of its North American Flexible Packaging division to Hilex Poly
    • the sale of Constitutional Medical Inc. to Roche Diagnostics
    • the sale of MLM Information Services to Corporation Service Company
    • Telmar Network Technology, Inc. in its sale to Jabil Circuit, Inc.
  • ITE Management in connection with its acquisition of American Railcar Industries from Icahn Enterprises, and ARI in the subsequent sale of its manufacturing business to Greenbrier Companies

Mergers and Acquisitions - Insurance Industry

  • RenaissanceRe Holdings Ltd. in connection with:
    • its acquisition of Tokio Millennium Re
    • its acquisition of Platinum Underwriters Holdings, Ltd.
    • the sale of RenRe Energy Advisors to Munich Re.
  • Aspen Insurance Holdings Limited in its sale to Apollo Global Management
  • Genworth Financial pending acquisition by China Oceanwide
  • HCC Insurance Holdings, Inc. in its sale to Tokio Marine Holdings, Inc.
  • Ace Group in its acquisition of Fireman’s Fund’s personal lines business from Allianz
  • Radian Group Inc. in its sale of Radian Asset Assurance Inc. to Assured Guaranty Ltd.
  • SPARTA Insurance Holdings, Inc. in its sale to Catalina Holdings (Bermuda) Ltd.

Mergers and Acquisitions – Pharmaceutical, Healthcare and Healthcare IT

  • Melinta Therapeutics in connection with:
    • its acquisition of the infectious disease business of The Medicines Company
    • its merger with Cempra Inc.
  • Valtech Cardio:
    • in its acquisition by Edwards Lifesciences Corporation
    • in its proposed acquisition by HeartWare International
  • Insight Partners and Kinnser Software in the sale of Kinnser to Mediware Information Systems
  • Insight Partners and HealthcareSource in the sale of HealthcareSource to Francisco Partners
  • Vatera Healthcare Partners in its sale of Pearl Therapeutics to AstraZeneca Plc.

Other Significant Mergers and Acquisitions

  • Acumatica in its sale to EQT
  • HealthEquity, Inc. in its acquisition of WageWorks, Inc.
  • Rockefeller Financial Services in the formation of an independent financial services firm backed by Viking Global Investors
  • Colony Capital, Inc. merger of equals with NorthStar Asset Management Group Inc. and NorthStar Realty Finance Corp. to create Colony NorthStar, Inc.
  • Hudson's Bay Company in connection with:
    • its acquisition of Gilt
    • in its acquisition of Saks Incorporated
  • Westport in its merger with Fuel Systems Solutions
  • GFI Group in its sale to BGC Partners
  • The Pantry in its sale to Alimentation Couche-Tard
  • Men’s Wearhouse in connection with its:
    • acquisition of Jos. A Bank Clothiers
    • its acquisition of Joseph Abboud
  • Westport Innovations in its acquisition of BAF Technologies
  • Ventas, Inc. in connection with its acquisition of Cogdell Spencer Inc.
  • Bloomberg L.P. in its acquisition of The Bureau of National Affairs
  • Varroc Group in its acquisition of Visteon Corp.’s automotive lighting business
  • C&D Technologies, Inc. in its acquisition by Angelo, Gordon & Co.

Take Private Transactions

  • The Hudson’s Bay Company Shareholder Group in its agreement with HBC to take the company private
  • MedAssets Inc. in connection with the take-private transaction with Pamplona Capital Management
  • Insight Partners in connection with:
    • the acquisition of E2open
    • E2open’s acquisition of Amber Road
    • the buyout agreement to take Quest Software private

Selected Management Representations

  • Represented the management team of Goodnight Midstream in the acquisition by TPG Capital of a majority stake in Goodnight
  • Senior management of Advantage Sales & Marketing (ASM) 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 (LMIC) 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