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MoFo Advises OpenInvest in Sale to J.P. Morgan

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Morrison & Foerster advised OpenInvest, a leading financial technology company that helps financial professionals customize and report on values-based investments, in its sale to J.P. Morgan, a global leader in investment management and private banking.

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Morrison Foerster advised OpenInvest, a leading financial technology company that helps financial professionals customize and report on values-based investments, in its sale to J.P. Morgan, a global leader in investment management and private banking. The company will retain its own brand and be integrated into J.P. Morgan’s Private Bank and Wealth Management client offerings.OpenInvest was founded in 2015 with a core focus on helping advisors unlock the true impact of their clients’ investments. OpenInvest offers environmental, social, and governance (ESG) investment management products and impact reporting services, and offers investment management solutions that use proprietary technology to seamlessly create low-cost investment portfolios tailored to their clients’ values while tracking market indices.The MoFo team advising OpenInvest was led by San Francisco corporate partners Murray Indick and Brad Kondracki, along with Palo Alto associate Michael Williams and San Francisco associates Olga Terets and Samantha Glazer. The wider team included Boston technology transactions partner Matt Karlyn and associate Mai Phan Zymaris, New York privacy + data security partner Kristen Mathews and Palo Alto partner Chris Lyon, New York tax partner Anthony Carbone and associate Philip Jaworskyj, executive compensation of counsel Brooke Monahan, and Denver investment management of counsel Kelley Howes.

MoFo Advises OpenInvest in Sale to J.P. Morgan

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Murray Indick is a corporate partner in the Emerging Companies + Venture Capital Group.Murray represents fast-growing innovative businesses, catering to a diverse range of clients that span from visionary entrepreneurs to well‑established companies in later stages of development. With almost forty years of experience in corporate law, investment funds, and related fields, Murray has garnered extensive expertise through private practice as well as his roles as partner and general counsel to Blum Capital Partners (1997 – 2004) and partner and general counsel to Prides Capital Partners (2004 – 2010). Throughout his tenure with these firms, which collectively raised and deployed approximately $6 billion, Murray successfully made strategic investments across the globe.In recognition of his exceptional client service, Murray was honored as one of only twelve attorneys from the Bay Area named to BTI Consulting Group’s prestigious list of “Client Service All-Stars” in 2015. Notably, he has also been consistently recognized by Chambers USA and Legal 500 as a leading national lawyer in the field of Startups and Emerging Companies. Legal 500 US has also acknowledged Murray’s exceptional capabilities in M&A/Corporate work since 2017.Murray’s transactional experience encompasses a broad spectrum of corporate matters, including venture financings, acquisitions, mergers, fund formation, PIPE investments, corporate restructurings, corporate governance, and compliance programs. His clients, regardless of their size, rely on his ability to provide practical, innovative, and insightful advice to navigate legal challenges and pivotal transactions successfully.A substantial portion of Murray’s practice is dedicated to the formation of investment funds, with a particular focus on venture capital funds. He consistently provides transactional and advisory services to these funds, often serving as their trusted outside general counsel.Murray routinely collaborates closely with senior management teams and board of directors of various businesses. He brings valuable expertise to the table, having previously served on corporate boards of esteemed public companies. He also actively contributes his insights as a board member to start-up companies and private businesses, leveraging his extensive experience in this capacity.In 2014, Murray took on the role of outside counsel for the Los Angeles Clippers, supporting the team during the transitional period after the NBA suspended their owner, Donald Sterling. His expertise played a crucial role in facilitating the smooth transition to new ownership. Murray attained his Juris Doctor (J.D.) degree with honors, magna cum laude, in 1984 from Georgetown University Law Center and his undergraduate degree in 1981 from the University of Pennsylvania, where he studied history and English and graduated magna cum laude. Following law school, Murray clerked for Judge Walter E. Black, Jr., in the U.S. District Court in Baltimore, Maryland.

Murray Indick

Partner

Brad Kondracki is a corporate partner in the San Francisco office.Mr. Kondracki's practice focuses on representing emerging growth companies throughout their life cycle from formation to exit in a broad range of corporate and securities law matters, including venture capital financings, corporate formation and structuring, mergers and acquisitions and corporate governance. In this capacity, he often serves in the role of outside general counsel to his private company clients. Mr. Kondracki also has significant experience advising venture capital firms and other institutional investors on financings and other strategic investments and transactions.In addition, Mr. Kondracki counsels public companies on general corporate and securities law matters, including public company disclosure requirements and SEC compliance.

Bradley Kondracki

Samantha Rose is a corporate associate in the San Francisco office of Morrison Foerster. Her practice focuses on advising clients on domestic and cross-border corporate matters, including mergers and acquisitions, joint ventures, minority investments/venture financings, and corporate governance.Samantha represents publicly and privately held companies, entrepreneurs, venture capital and private equity investors, and financial and strategic acquirers in a variety of industries, including technology, consumer products, e-commerce, and financial services.Samantha also has an active role in the firm’s pro bono efforts, recently working on the California Small Enterprise Task Force (CASE Force), a consortium of legal, financial, and nonprofit professionals leading the development and implementation of the California Rebuilding Fund. She has demonstrated a long-standing commitment to diversity and inclusion, and currently serves as Chair of the Latinx Affinity Group for the San Francisco office. Prior to joining the firm, Samantha served as an Honors Program Legal Intern with the U.S. Securities and Exchange Commission (SEC).Samantha earned her J.D. magna cum laude from the Georgetown University Law Center, where she was elected to the Order of the Coif. While there, Samantha served as Senior Development Editor of the Georgetown Law Journal and President of the Corporate & Financial Law Organization (CFLO). In addition, Samantha was selected as a member of the inaugural cohort to study the intersection between business and law as a Business Law Scholar. She holds a B.S. with highest distinction from the University of Virginia.

Samantha Rose

Associate

Matt Karlyn has 25 years of experience in working with companies in the healthcare, pharmaceutical, medical device, and technology industries on a wide range of commercial life sciences, licensing, and technology transactions. His clients range from Fortune 100 companies to start-ups, and he regularly advises companies on matters involving IP commercialization, complex collaboration transactions, licensing initiatives, subscription-based economics, and business transactions related to the procurement, development, commercialization, and use of technology and life sciences products. He has also worked with a number of clients on corporate transactions including mergers and acquisitions, as well as private equity and venture capital financing.Matt is ranked Band 1 by Chambers USA for Intellectual Property: Licensing in Massachusetts. Clients in Chambers describe Matt as: “accessible and engaged, and he is really focused on getting the right answer for us."<h4>Life Sciences</h4>Life sciences clients, including pharmaceutical, medical device, and healthcare companies, rely on Matt for his breadth of knowledge in licensing, collaboration, and commercialization strategies across a wide range of transactions designed to strengthen operations and maximize value. Matt’s clients come from sectors across the global economy and include emerging companies, privately held companies, and many of the world’s biggest brands.Matt has broad experience with commercial transactions and agreements in the life sciences space, including:<ul><li>Intellectual property and technology licenses</li><li>Collaboration and development transactions</li><li>Commercialization agreements</li><li>Supply and manufacturing transactions</li></ul><h4>Technology</h4>Matt regularly advises on the use of technology in business, pricing strategies, and market terms across a wide variety of technology transactions that benefit clients both large and small. He has extensive experience negotiating a wide range of transactions, including:<ul><li>Enterprise resource planning and customer relationship management licensing and implementation transactions</li><li>Cloud-based transactions including software-as-a-services, platform-as-a-service, and infrastructure-as-a-service.</li><li>Software licensing</li><li>Supply chain and procurement deals</li></ul>Additionally, Matt has worked on many of the largest outsourcing transactions in the United States, representing numerous Fortune 100 companies on information technology, business process, finance and accounting, facilities services, and other outsourcing transactions.Matt is a frequent author and speaker on topics pertaining to drafting and negotiating commercial technology, outsourcing, and licensing transactions. He has published over 25 articles (including chapters in two books), given over 175 presentations on licensing, technology, outsourcing, and data security, and is the co-author of A Guide to IT Contracting: Checklists, Tools, and Techniques.Matt is currently co-chair of the Legal and Regulatory policy group at the Massachusetts Biotechnology Council. He served as chair of the New England Chapter of the International Association of Outsourcing Professionals, and served for five years on the board of directors of Julie’s Family Learning Program, a wellness program for mothers and children in South Boston.

Matt Karlyn

Anthony J. Carbone is a partner in our New York office and chair of the Tax practice. His practice focuses on tax planning strategies and the tax consequences of a wide range of business, investment and capital markets transactions in the U.S. and internationally.He advises clients on all forms of mergers and acquisitions, reorganizations, fund formation and leveraged buyouts representing private equity funds, deal sponsors, investment banks, commercial banks and hedge funds, as well as venture capital, real estate and other funds (foreign and U.S.), acquiring target companies, and management groups.Tony has extensive experience on the tax aspects of bankruptcy matters and has been involved in many high-profile matters. He also has extensive experience in the tax aspects of corporate finance transactions representing both financial institutions and their customers and clients. He advises banks and other offshore clients on the tax aspects of their U.S. and offshore business activities, and their offerings of securities and other financial products into the U.S. His experience includes foreign investments in the U.S. and abroad, international joint ventures and international finance transactions.Tony also has extensive experience in a wide variety of securities offerings, including complex debt securities, securitization transactions and derivatives. His expertise includes debt securities that contain an embedded derivative, including finance instruments with returns linked to various types of reference assets.Tony handles federal, state and local tax controversies involving both administration proceedings and litigation in federal and state courts. Tony has also been involved in a number of cases challenging the applicability and/or constitutionality of certain New York State and city tax provisions and has successfully had such proceedings transferred from the State Tax Administration Tribunal to the New York state courts.Prior to joining Morrison Foerster, Tony was a tax partner at a large, international law firm based in New York and prior to that he was a partner at Bingham McCutchen LLP, where he was co-leader of the Tax Group, a former deputy chair of the corporate area, and co-managing partner of Bingham’s New York office. Tony is a member of the American Bar Association (Tax Section) and the New York State Bar Association (Tax Section). He is the former President of the New York Chapter of the Indiana University Kelley School of Business Alumni Association and has served as a member of the Board of Directors of the university’s alumni organization.Tony is a Certified Public Accountant.

Anthony Carbone

Chair of the Tax Practice

Phil advises clients on U.S. federal income tax considerations in connection with domestic and cross-border transactions, including mergers and acquisitions, reorganizations, capital markets transactions, derivatives, and other financial products. He regularly represents clients in a wide variety of industries, including foreign and domestic banks, financial institutions, technology and Fintech companies, investment funds, and companies in the consumer and hospitality industries.Phil’s practice also includes advising on all U.S. federal income tax aspects of formation, ongoing operations, and compliance matters for public and private REITs and real estate funds, private equity funds, and joint ventures. This broad experience allows him to provide commercially minded advice and deliver practical solutions to the firm’s clients. In addition to transactional tax matters, Phil enjoys helping clients navigate and successfully resolve administrative matters with the IRS, as well as complex tax controversies. Phil regularly contributes to MoFo’s pro bono and community engagement initiatives, including education policy and advocacy matters.

Philip Jaworskyj

Brooke Monahan is of counsel in the Executive Compensation practice group.Brooke’s practice focuses on executive compensation, employee benefits, ERISA, and employment law. She has extensive experience advising public and private companies on their compensation, benefits, and employment-related issues in their day-to-day operations, public offerings, financing transactions, and other corporate matters. She frequently counsels clients on various executive compensation and employee benefits matters that arise in connection with mergers and acquisitions with a particular focus on the private equity space. She also has experience designing, drafting, and negotiating compensation related agreements including severance, change-in-control, and executive employment agreements, equity incentive plans, and award agreements.Brooke earned her J.D. from Washington University School of Law in St. Louis, Missouri. While there, she was elected to the Order of the Coif and earned awards for excellence in contracts and oral advocacy. She was also a member of the Pro Bono Jurists organization, the Women’s Law Caucus, and the Washington University Law Quarterly.

Brooke Monahan

Of Counsel

Kelley Howes is a Partner in the Denver office and Co-Chair of the Investment Management Group.Kelley has experience with a wide range of legal, regulatory, compliance, corporate governance, insurance, and other matters relating primarily to the representation of U.S. registered and unregistered investment companies, registered investment advisers, transfer agents, and broker-dealers.Kelley has counseled independent fund directors on governance issues, and has advised mutual funds on mergers, reorganizations, compliance, and regulatory matters, including examinations and enforcement matters.Kelley has more than 30 years’ experience in investment management-related matters. Prior to joining Morrison Foerster, she served as Executive Vice President and General Counsel of Janus Capital Group Inc., a NYSE-listed global asset management holding company. She also previously served as Senior Vice President and General Counsel of Janus Capital Management LLC, a U.S. registered investment advisory subsidiary of Janus Capital Group, and as President of the Janus funds and President of Janus Distributors LLC.Kelley is ranked by Chambers for her expertise in Registered Funds. She was also recognized as a "Top Lawyer" for Securities in the 2022 guide of 5280, Colorado's largest local publication and recognized as a “next generation lawyer” by Legal 500 US 2017.Kelley has served on the boards of directors of Young Americans Bank/Young Americans Center for Financial Education; ICI Mutual Insurance Company; and the Denver Metro Chamber of Commerce.