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MoFo Advises Rivian Automotive on Its Technology Joint Venture with Volkswagen

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Morrison Foerster is advising Rivian Automotive (NASDAQ: RIVN) in the intended formation of an equally controlled and owned joint venture (JV) with Volkswagen Group (XETRA: VOW / VWO3) to create next generation software-defined vehicle (SDV) platforms to be used in both companies’ future electric vehicles.

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Morrison Foerster is advising Rivian Automotive (NASDAQ: RIVN) in the intended formation of an equally controlled and owned joint venture (JV) with Volkswagen Group (XETRA: VOW / VWO3) to create next generation software-defined vehicle (SDV) platforms to be used in both companies’ future electric vehicles.The intended partnership is anticipated to accelerate the development of software for Rivian and Volkswagen Group. It would be expected to allow both companies to combine their complementary strengths and lower cost per vehicle by increasing scale and speeding up innovation globally. Rivian’s proven in-market zonal hardware design and integrated technology platform are expected to serve as the foundation for future SDV development in the JV. Both companies aim to launch vehicles benefiting from the technology created within the joint venture in the second half of the decade.The MoFo team is being led by Palo Alto corporate partners Mike Krigbaum and Shiri Shenhav, and San Francisco technology transactions partners Tessa Schwartz and Aaron Rubin. Significant antitrust advice is being provided by Berlin of counsel Jens Hackl, and Washington, D.C. partner Jeff Jaeckel and associate Evan Harris, with tax advice in Berlin provided by partner Dr. Jens Uwe Hinder, and senior associate Dr. Jenny Broekmann-Friese.  Palo Also corporate associates Katherine Suzuki and Ophir Gam, and Palo Alto technology transactions associate Daisuke Alexander Gatanaga, are also involved.Read the <a href="https://rivian.com/newsroom/article/rivian-and-volkswagen-group-announce-plans-for-joint-venture" target="_blank">press release</a>.

MoFo Advises Rivian Automotive on Its Technology Joint Venture with Volkswagen

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Mike focuses on mergers and acquisitions, including private and public acquisitions of technology and life sciences companies on both the buy-side and target-side, and venture capital transactions, as well as on emerging company counseling.For his M&A clients, Mike advises on domestic and cross-border deal structuring and mechanics relating to stock and asset purchases, mergers, divestitures, tender offers, joint ventures, spin-offs and restructurings.Mike also represents a number of venture capital firms, corporate venture capital divisions and emerging companies, both in the technology and life science industries, with respect to venture capital transactions, negotiations and structuring, as well as general emerging company counseling.<h4>Representative Transactions</h4><h5>Mergers and Acquisitions</h5><ul><li>Vontier Corporation in its sale of Global Traffic Technologies, LLC, a US-based leading provider of intelligent traffic management systems and solutions, to Miovision, a Canada-based traffic optimization company.</li></ul><ul><li>Era Software, an observability and log management innovator, in connection with its sale to ServiceNow (NSYE: NOW), a leading digital workflow company.</li><li>Southwest Gas Holdings, Inc. in connection with its $2 billion acquisition of Questar Pipeline, consisting of Dominion Energy Questar Pipeline, LLC, its subsidiaries, and certain associated affiliates, including Overthrust Pipeline, White River Hub, and Questar Field Services from Dominion Energy, Inc.</li></ul><ul><li>Unical Aviation Inc. and certain of the company’s affiliates in its sale to Platinum Equity, a Los Angeles-based global investment firm with more than $25 billion of assets under management. </li><li>MobileIron, Inc. in its sale for approximately $900 million to Ivanti, Inc., a leading provider of enterprise-grade intelligent IT management and security software solutions.</li><li>McAfee in its acquisition of Skyhigh Networks, Inc., a worldwide leader in the cloud access security broker (CASB) market segment.</li><li>VMware, Inc. in its $1.54 billion acquisition of AirWatch, a mobile device management provider.</li><li>VMware, Inc. in its acquisition of Ananda Networks, a cloud-managed service that enables organizations to create their own private networks</li><li>VMware, Inc. in its acquisition of AetherPal, Inc., a market leader in mobile support.</li><li>VMware, Inc. in its acquisition of Avi Networks, developer of an application delivery platform designed to deliver multi-cloud application services.</li><li>VMware, Inc. in its acquisition of BitRock, Inc. (doing business as Bitnami), a leader in application packaging solutions.</li><li>VMware, Inc. in its acquisition of CloudCoreo, a next-generation cloud security service.</li><li>VMware, Inc. in its acquisition of CloudVelox, a designer of cloud automation and optimization software.</li><li>VMware, Inc. in its acquisition of Desktone, Inc., a Massachusetts-based company that pioneered Desktops as a Service (DaaS), delivering desktops and applications as a cloud service.</li><li>VMware, Inc. in its acquisition of <a rel="noopener" target="_blank" href="https://mode.net/">Mode.net</a>, developer of a cloud-based online performance platform intended to transform the cost and convenience of private fiber.</li><li>VMware, Inc. in its acquisition of network analytics software firm Nyansa.</li><li>VMware, Inc. in its acquisition of the Mountain View-based cloud networking startup VeloCloud™ Networks, Inc.</li><li>VMware, Inc. in its acquisition of Veriflow Systems, provider of network security systems designed to eliminate outages and vulnerabilities in the network.</li><li>VMware, Inc. in the sale of the rights to its VMware vCloud Government Service, a FedRAMP-compliant solution that was developed in partnership between QTS and VMware to deliver cloud services to the Federal sector, to QTS Realty Trust, an international provider of data center, managed hosting, and cloud services.</li><li>VMware, Inc. in its acquisition of Wavefront, a metrics monitoring service for cloud and modern application environments.</li><li>Walmart in its acquisition of assets of <a rel="noopener" target="_blank" href="https://art.com/">Art.com</a>, the world’s largest online retailer in the art and wall décor category.</li><li>Walmart in its acquisition of Bare Necessities, an online retailer of women’s bras, swimwear, shapewear and sleepwear.</li><li>Walmart in its acquisition of Eloquii, Inc., a retailer of women’s apparel specifically designed for women size 14 and up.</li><li>Walmart and its Global eCommerce division in a strategic alliance with <a rel="noopener" target="_blank" href="https://jd.com/">JD.com</a>, China’s largest e-commerce company by revenue, in a transaction that included Walmart’s acquisition of an equity stake in <a rel="noopener" target="_blank" href="https://jd.com/">JD.com</a> valued at approximately $1.5 billion.</li><li>Walmart in its acquisition of MeMD, Inc., a multi-specialty telehealth provider.</li><li>Vendorin, LLC, an integrated payment network and supplier engagement platform, in its $90 million sale to Corcentric, Inc., a leading provider of source-to-pay and order-to-cash software and services. </li><li>Mirantis, Inc. in its acquisition of the Docker Enterprise platform business from Docker, Inc.</li><li>McKesson Corporation, a leading international healthcare services and information technology company, in its acquisitions of Vantage Oncology, LLC, a leading national provider of radiation oncology, medical oncology and integrated cancer care, and Biologics, Inc., an oncology pharmacy services company. The combined value of the two transactions is $1.2 billion.</li><li>McKesson Corporation in its acquisition of LABSCO, a privately held, Kentucky-based distributor of diagnostic equipment for community hospital labs and private office labs.</li><li>McKesson Corporation in the $130 million sale of ZEE Medical to Cintas Corporation, the publicly traded uniform and first aid products company.</li><li>McKesson Corporation in the restructuring and divestiture of McKesson’s VITAL Platform to private equity firm Comvest Investment Partners.</li><li>Intel Corporation in its acquisition of the HTML5 developer tools business of appMobi, Inc., a Lancaster, PA, company that provides development tools and cloud-based services built on HTML5, CSS and Javascript.</li><li>Intel Corporation in its acquisition of Basis Science, Inc., a wearable fitness watch company.</li><li>Intel Corporation in its acquisition of Mashery, Inc. via a reverse triangular merger.</li><li>Intel Corporation in the acquisition of a Korean computer vision company.</li><li>Intel Corporation in the asset purchase of a digital media design company.</li><li>Santen Pharmaceutical in its acquisition of InnFocus, a development stage medical device company.</li><li>RNTS Media N.V. in its acquisition of Heyzap, Inc., a mobile advertising network company based in San Francisco.</li></ul><h5>Venture Capital</h5><ul><li>Walmart in a $500 million financing and strategic alliance with New Dada, China's largest localized on-demand logistics and grocery O2O ecommerce platform.</li><li>Delivery Hero in connection with several venture capital investments.</li><li>Taiho Ventures (an investment arm of Taiho Pharmaceuticals) in its strategic investments in multiple startup companies.</li><li>Astellas Venture Management (an investment arm of Astellas Pharma) in multiple venture capital investments, including both early- and late-stage investments.</li><li>Santen Pharmaceutical in multiple venture capital investments, including both early- and late-stage investments.</li><li>Spectrum28 (an early-stage investment fund) in multiple seed investments.</li><li>Longitude Capital in multiple venture capital investments, including both early- and late-stage investments, as well as cross-border investments.</li><li>New Enterprise Associates and Oak Investment Partners as sellers and continuing shareholders in a strategic alliance between their portfolio company Lianlian Group, a China-based mobile services company, and American Express.</li><li>Snaplogic, a cloud and data integration company, in its Series A, Series B and Series C financing rounds.</li><li>DNAnexus, a provider of cloud-based genome informatics and data management, in its incorporation and Series A and Series B financing rounds.</li><li>Sight Sciences, an ophthalmic medical device company, in its Series A and Series B financing rounds.</li><li>Sugarfina, Inc., a luxury candy brand that now operates over 30 boutiques and Nordstrom shop-in-shops across North America, in its Series B Preferred Stock financing.</li></ul>

Mike Krigbaum

Partner

Shiri Shenhav is a partner in the Transactions Department and the Mergers + Acquisitions Group based in Palo Alto. Shiri maintains a corporate transactional practice focusing on mergers and acquisitions and equity investments in the technology industry for public and private companies.Shiri regularly assists strategic buyers and private equity funds and their portfolio companies in a variety of domestic and cross-border transactions, including deal structuring and mechanics, stock and asset purchases, mergers, divestitures, and spin-offs. Shiri also regularly represents companies with respect to their equity investments, joint ventures, and other strategic transactions, as well as general corporate counseling.As an accomplished attorney certified in California and in Israel, Shiri has extensive experience representing multinational corporations and funds in cross-border transactions involving Israeli aspects.Shiri is fluent in Hebrew.<h4 dir="ltr">Representative Experience</h4><ul dir="ltr"><li>SoftBank in connection with its acquisition of Berkshire Grey.</li><li>Vontier Corporation in its sale of Global Traffic Technologies to Miovision.</li><li>Walmart in its acquisitions of Art.com, Aspectiva, BareWeb, CareZone, Eloquii, MeMD, and Zeekit.</li><li>Zivelo in its acquisition by VeriFone.</li><li>Unity Technologies in its acquisition of RestAR.</li><li>Alpine Investors and its managed IT services and software platform Evergreen Services Group in connection with the acquisitions of Alliance Solutions Group, Global Wave Group, and Telco Experts.</li><li>Alpine Investors in its acquisition of Ethisphere. </li><li>Astroscale U.S., the U.S. unit of Astroscale Holdings, in its acquisition of certain the intellectual property and other assets and proposed hiring of certain members of the staff of Effective Space Solutions R&D. </li><li>Gryphon Investors and RegEd in the acquisition of ComplianceMAX and FIRE Continuing Education businesses from National Regulatory Services.</li><li>Mirantis in its acquisition of the Docker Enterprise platform business from Docker.</li><li>Rubicon Technology Partners in its strategic majority investment in the merger of EverTrue and ThankView.</li><li>Peer5 in its sale to Microsoft Corporation.</li><li dir="ltr">Protean Electric in its acquisition by National Electric Vehicle Sweden AB.</li></ul>

Shiri Shenhav

Tessa Schwartz has an active practice counseling companies on intellectual property issues, and negotiating complex intellectual property and commercial agreements. She advises on a range of strategic transactions, including key patent licenses and acquisitions, technology procurement agreements, and complex development, collaboration, joint-venture and distribution deals. Tessa also regularly advises companies on the IP aspects of their M&A transactions.In addition to maintaining an active practice and working with clients on a daily basis, Tessa currently serves as co-chair of the firm’s Transactions Department. Tessa is also founder and co-chair of the Artificial Intelligence Group.Tessa advises clients primarily in technology and data intensive sectors, representing artificial intelligence (AI), robotics, machine learning, software, SaaS, cloud computing, hardware, consumer electronics and products, social media, Internet, mobility and wireless, e-commerce, advertising, healthcare, fintech, transportation, semiconductor, and other companies. Tessa’s M&A experience includes advising Autodesk, BlackBerry, Fortive, Honeywell, Salesforce, Uber, Unilever, Unity, Walmart, and others on the IP aspects of strategic transactions. Tessa provides clients with prelitigation and litigation advice. She frequently advises executives and senior management on strategic business, legal and commercial issues, including the structuring of transactions, risk management and contract compliance. She also counsels clients with respect to a wide variety of IP issues, including patent exhaustion and implied licenses, standing and standards, the protection of data and other trade secrets and the development and distribution of open-source software.In addition to her transactional expertise, Tessa’s litigation background includes representing clients in arbitration, as well as in state and federal courts in such areas as antitrust, false advertising, unfair competition, breach of contract, securities, trademark, copyright and trade secret law. Her litigation experience includes complex, multidistrict and class action litigation, as well as appellate advocacy.Tessa has been ranked in Chambers and Legal 500, with clients describing her as, “one of the best attorneys I've ever worked with.” Tessa has been recognized by Chambers USA 2022 as being highly experienced in the field of technology and intellectual property transactions. Clients have commented on Tessa as having "...the ability to translate complex topics into what's necessary to get a deal done. She does a good job of making our technology accessible”. Further, Tessa "ticks all of the essential boxes, timely, efficient, knowledgeable and helpful, but she really stands out by taking time to learn our business and our products so she can give practical and actionable advice. Tessa helps us focus on key issues and balance risks to make choices."Tessa’s pro bono efforts have included work for The Biomimicry Institute, Goodwill, Common Sense Media, Business for Social Responsibility, The World Wildlife Fund, Build Change and the Sustainability Accounting Standards Board (SASB). She also provides IP advice to a variety of cultural, media and arts organizations; and other assistance for nonprofits. She recently received the Wiley W. Manuel Award for Pro Bono Legal Services from the State Bar of California.Tessa received her B.A. magna cum laude from Harvard College in 1991. In 1996, she earned her J.D. from the University of California at Los Angeles, where she was elected to the Order of the Coif.Tessa served as global managing partner of Morrison Foerster from 2016 to 2022 and previously served as co-chair of the firm’s Technology Transactions Group.

Tessa Schwartz

Aaron is the chair of the firm’s Technology Transactions Group and co-chair of the Interactive + Digital Media Group. He advises clients on a wide range of complex transactions involving intellectual property and technology, including structuring and negotiating strategic licensing, development, collaboration, procurement, and distribution deals.Aaron’s practice focuses on advising both established and emerging companies in a variety of data- and technology-intensive sectors, including software, SaaS, cloud-based technology, digital media (social media, AR/VR, gaming, streaming media, AdTech), AI, healthcare, consumer electronics, e-commerce, other online business models, and mobile applications. He also maintains an active practice counseling companies on branding and marketing, trademark licensing, and content-related transactions, as well as the intellectual property aspects of mergers, acquisitions, asset spin-offs, and private equity investments.He has represented clients such as Autodesk, Meta, OpenAI, Splunk, Konami, Kaiser Permanente, SoftBank, Visa, and Yahoo, among others.Aaron has been recognized by numerous publications for his work on market-defining technology transactions. He is currently ranked by Chambers USA for “Technology Transactions.”Aaron also serves as co-editor of Socially Aware, the firm’s award-winning newsletter and blog devoted to the law and business of social media, and regularly publishes on various IP and technology-related topics. Aaron is also a sought-after speaker on new and emerging areas of law, and is a frequent presenter and panelist at conferences and legal services programs. In addition to his active practice, Aaron regularly provides pro bono assistance to various nonprofit and charitable organizations such as Common Sense Media and the Starlight Children’s Foundation. He is a member of the board of directors of California Lawyers for the Arts.While in law school at the University of California, Berkeley, Boalt Hall School of Law, Aaron served as executive editor of the California Law Review and was elected to the Order of the Coif. Following law school, Aaron served as law clerk to the Honorable William H. Orrick and the Honorable Martin J. Jenkins, both United States District Judges for the Northern District of California.

Aaron P. Rubin

Jens is a counsel at Morrison Foerster’s German office in Berlin. He advises clients in all areas of European and German competition law, including merger control filings, cartel authority investigations, cartel damage claims, distribution cartel law, antitrust compliance programs and unfair competition law. Jens has particular industry-specific experience in the areas of media, technology, telecommunication, transport and aviation. In addition, he advises in the fields of state aid and public procurement law.Within the scope of the above described practice areas, Jens particularly provides antitrust advice on (cross-border) M&A projects where he coordinates multi-jurisdictional merger filings involving European, U.S. and Asian authorities. Jens further advises clients on a wide range of operational issues (e.g., abuse of dominance and internal investigations) and also represents them in litigation (e.g., (cross-border) cartel damage claims and claims based on unfair competition law).Jens studied at the Ernst-Moritz-Arndt University of Greifswald. Afterwards, he worked as an academic assistant at the university and obtained his Dr. iur. in competition law. During his internship (second state exam in law), Jens worked for the Federal Ministry of the Interior and an international law firm in Berlin and Brussels.<h4>Representative Experience</h4><ul><li>Representation of plaintiffs in follow-on cartel damages cases (for example, against the German sugar cartel). </li><li>Advice to a Japanese multinational company as defendant in follow-on cartel damage claims relating to cathode ray tubes and rechargeable batteries. </li><li>Advice to Japanese companies in cartel investigations. </li><li>Advice to and representation of cable network operator Tele Columbus GmbH on antitrust, public procurement law and unfair competition law. </li><li>Advising a global music entertainment corporation on various commercial matters, in particular on the structuring of an international joint venture. </li><li>Assisted with representation of Renesas Electronics, a Tokyo-based semiconductor supplier, in its $3.2 billion acquisition of Intersil Corporation, a leading U.S. chipmaker. </li><li>Acting as ongoing antitrust counsel for a leading German pay-TV provider regarding restructuring and marketing issues. </li><li>Advised HALEX Holding GmbH (a portfolio company of H2 Private Equity Partners) on the acquisition of Händle Härterei GmbH.& Co. KG. </li><li>Advice to Viacom on a TV and video ad sales marketing joint venture with Axel Springer SE. </li><li>Advice to Axel Springer SE regarding the acquisition of N24 Media GmbH. </li><li>Advice to Vita-Mix Corp., a U.S. manufacturer of high-end blenders, on its distribution system. </li><li>Advice on public procurement law to a client in the health care industry. </li><li>Advising a major international airline in a proceeding before the General Court regarding the access to the administrative file of a cartel investigation of the European Commission. </li><li>Advising a major international entity of the railway sector on issues regarding cartel damage claims. </li><li>Advice to and representation of several entities of the broadband cable market and the media, telecommunication and technology sector in competition law matters (merger control; cartel litigation; abuse of dominance).</li></ul>

Dr. Jens Hackl ist Counsel des deutschen Büros von Morrison Foerster in Berlin. Er berät Mandanten schwerpunktmäßig im europäischen und deutschen Kartellrecht, u. a. in Fusionskontrollverfahren, Kartellverfahren, im Vertriebskartellrecht sowie bei kartellrechtlichen Compliance Programmen.Branchenspezifische Kenntnisse besitzt Jens Hackl hierbei in den Bereichen Medien, Telekommunikation, Transport und Luftfahrt. Zudem berät er Mandanten im Beihilfen- und Vergaberecht sowie zu Fragen des Lauterkeitsrechts (UWG).Dr. Jens Hackl studierte an der Ernst-Moritz-Arndt-Universität Greifswald und promovierte dort im Rahmen seiner Tätigkeit als wissenschaftlicher Mitarbeiter im Kartellrecht. Während des Referendariats war er im Bundesinnenministerium und bei einer international tätigen Wirtschaftskanzlei in Berlin und Brüssel tätig.<h4>Referenzen</h4><ul><li>Beratung einer internationalen Fluggesellschaft in einem Verfahren vor dem Gericht der Europäischen Union hinsichtlich des Zugangs zur Verwaltungsakte einer Kartelluntersuchung der Europäischen Kommission.</li><li>Beratung eines internationalen Unternehmens des Eisenbahnsektors hinsichtlich kartellrechtlicher Schadensersatzansprüche (follow-on-Klage).</li><li>Außergerichtliche und gerichtliche Beratung diverser Unternehmen aus dem Medien- und Breitbandkabelsektor hinsichtlich kartellrechtlicher Fragen (Fusionskontrolle, Kartellverfahren, Missbrauch einer marktbeherrschenden Stellung).</li></ul>

Jens Hackl

Counsel

Jeff has notable experience representing public and private corporations in connection with their most significant and complicated antitrust litigation in federal and state courts. He regularly represents clients in all antitrust aspects of complicated transactional matters, including strategy and structuring of transactions to avoid antitrust risk and achieve strategic business objectives, and U.S. and multinational merger notification and review. Jeff also represents domestic and international companies in connection with government investigations of conduct, including civil investigations relating to monopolization or criminal investigations of alleged price-fixing. Jeff also assists clients in the protection of their intellectual property and counsels clients on the antitrust ramifications of commercial agreements to capitalize on the value of intellectual property.Jeff represents clients across a range of industries, including pharmaceuticals and medical devices, semiconductors, software, Internet services, transportation, consumer products, telecommunications, and media and entertainment.In addition to his active practice, Jeff is Morrison Foerster’s Vice Chair. Jeff formerly served as co-chair of Morrison Foerster’s Global Antitrust Law Practice Group and as a member of the firm’s Board of Directors, and co-chair of the firm’s eDiscovery Task Force.Jeff serves as an associate editor of the Antitrust Magazine of the American Bar Association Antitrust Section. He graduated with honors and was a member of Omicron Delta Epsilon, the international honor society in Economics. He was a writing staff member for the Wisconsin Environmental Law Journal, and was elected to Order of the Coif.

Jeff Jaeckel

Vice Chair

Katherine Suzuki is a corporate associate in the firm's Palo Alto office.Katherine’s practice focuses on corporate and securities matters, including venture capital and private equity financings, mergers and acquisitions, and corporate governance.Prior to joining the firm as an associate, Katherine served in the United States House of Representatives as a Legislative Fellow. She also served as an Honors Program Legal Intern with the United States Securities and Exchange Commission.Katherine earned her J.D. from the University of California, Berkeley School of Law, where she earned a Certificate of Specialization in Business Law. While in law school, she served as Executive Editor for the Asian American Law Journal and participated in the New Business Practicum, which advises startups in the Bay Area.Katherine received her B.A., with distinction, from the University of California, Berkeley, where she was elected to Phi Beta Kappa.

Katherine M. Suzuki

Associate

Ophir Gam is a corporate associate in the Palo Alto office of Morrison Foerster.Ophir’s practice focuses on corporate and securities matters, including venture capital and private equity financings, mergers and acquisitions, and corporate governance.Ophir earned his J.D. from Columbia Law School, where he was a Harlan Fiske Stone Scholar. During law school, Ophir was a member of the Intellectual Property Moot Court and a member of both Columbia Entrepreneurship Society and Columbia Business and Law Association. Ophir holds a B.A. from the University of California, Los Angeles.

Ophir Gam

Daisuke Gatanaga is an associate in the Technology Transactions Group of Morrison Foerster’s Palo Alto office.Daisuke earned his J.D. from Stanford Law School in 2017, where he served as an Executive Editor for the Stanford Technology Law Review. He received a B.S. in Chemistry, summa cum laude and Phi Beta Kappa, from Yale University and holds master’s degrees from both Stanford University and Yale University.Daisuke has native proficiency in both English and Japanese. He is admitted to practice law in the state of California.Daisuke has been recognized by The Best Lawyers in Japan in its “Ones to Watch” category for Patent Practice.