Emily Karlberg is a partner in Ropes & Gray’s intellectual property transactions group. She focuses her practice on complex intellectual property, technology and data privacy issues in connection with mergers and acquisitions, business divisions, spinoffs, carve-out transactions, divestitures, joint ventures, and commercial and licensing agreements.
Valued for her pragmatic and commercial approach, Emily has extensive experience structuring, drafting and negotiating a wide range of strategic partnerships, including cross-border transactions, joint ventures, partnering arrangements, strategic alliances and other collaborations. An important part of her practice involves counseling emerging growth clients on IP and technology issues arising from entity formation, corporate partnerships and integrations, and the development and commercialization of key technology and products.
Emily works with clients at all stages of the business cycle and in a range of industries, including software, fintech, health care, digital health, media, educational technology and security. She also represents private equity investors and private equity-backed acquirers in structuring and negotiating acquisitions and investments.
Prior to joining Ropes & Gray, Emily practiced at international law firms in San Francisco and New York.
Experience
Mergers, Acquisitions and Investments
Private Equity: Represented PE investors and PE-backed acquirors in structuring and negotiating acquisitions and investments in a variety of technology sectors, including software, edtech, digital health, fintech, and security. Representative deals include:
- Represented DIRECTV in an agreement to acquire EchoStar's video distribution business DISH, including DISH TV and Sling TV, through a debt exchange transaction.
- Represented TPG Capital in its acquisition of ClaimsXten, Change Healthcare’s claims payment and editing business, from UnitedHealth Group for $2.2 billion.
- Represented H.I.G. Capital in the structuring and acquisition of Avient Corporation's distribution business and the re-branding of the divested business for $950 million.
- Represented Audax in its carve-out acquisition of Avantor's clinical services business, which offers supply chain solutions for clinical trials and laboratories.
- Represented Bain Capital:
- in the acquisition of PowerSchool Holdings, Inc, a leading provider of cloud-based software for K-12 education. The transaction values PowerSchool at $5.6 billion; and
- in the acquisition of the scientific solutions and microscope business of Olympus Corporation.
- Represented Genstar Capital:
- in its majority investment in Flourish Research, an NMS Capital portfolio company and leading multi-site clinical trial organization focused on cardiovascular, metabolic, neuroscience, and infectious disease therapeutic areas;
- in its significant investment in AffiniPay, a leading provider of practice management software, integrated payments and embedded fintech for the legal, accounting and professional services end markets;
- in its all-cash sale of 2-10 Home Buyers Warranty to Frontdoor; and
- in its acquisition of Docupace, a leading provider of software to streamline back-office operations of wealth management enterprises and financial advisors.
- Advised EQT Private Equity on its agreement to acquire Avetta, a global leader in supply chain risk management software, from Welsh, Carson, Anderson & Stowe.
- Advised Altamont Capital Partners in an investment in Mini Melts USA, LLC, a premium frozen novelty product company based in the Philadelphia area.
- Represented Compass Diversified:
- in connection with its sale of its majority owned subsidiary, Wheelhouse Holdings, Inc., the parent company of Marucci Sports, LLC, to Fox Factory Holding Corp.; and
- in its definitive agreement to partner with feminine care brand The Honey Pot Company for an enterprise value of $380 million.
- Advised middle-market private equity firm BV Investment Partners:
- in its investment in CallTower, an international leader in delivering cloud-based enterprise-class communications, contact center and collaboration solutions; and
- in a growth-oriented investment in Hardenbergh Group, a nationwide provider of non-clinical professional staffing, consulting, physician peer review and outsourced solutions to healthcare organizations.
- Advised Varsity Healthcare Partners in a strategic growth investment in VetEvolve, a veterinary care platform employing over 100 veterinarians across 32 clinics in the United States.
- Advised private investment firm GI Partners in its acquisition of Atlas Technical Consultants, Inc., a leading provider of infrastructure and environmental solutions.
- Advised Silver Lake and its portfolio company Weld North Education in its acquisition of Winsor Learning, a producer of supplemental literacy products.
- Advised Charlesbank Capital Partners in its acquisition of Titan Cloud Software, a leading software platform providing environmental and operational solutions for convenience stores, fuel carriers, and service providers.
- Advised GI Partners in its acquisitions of GTY Technology Holdings Inc., a cloud-based technology services provider.
- Advised Gauge Capital in its investment in Streamline Healthcare Solutions, a provider of electronic health record software primarily serving behavioral health providers and state and local departments of health.
- Advised TSG Consumer Partners:
- and its portfolio company Super Star Car Wash in its acquisition of Wave Wash, a car wash operator
- in a significant minority investment in The Wrench Group, a leading provider of residential HVAC, plumbing and electrical services; and
- in its acquisition of a majority stake in Radiance Holdings, a beauty, wellness and self-care platform and franchise.
- Advised Azul Systems, a Java software vendor, in sale to Vitruvian Partners.*
- Advised Kofile Technologies, a government IT provider, in sale to Audax.*
Strategic Mergers and Acquisitions: Advised strategic acquirers and target emerging growth and venture-backed companies as lead outside IP counsel on hundreds of mergers and acquisitions and related integration matters, spanning various industries. Representative deals include:
- Advised TA Associates in its acquisition of the Association & Events and Nonprofit Solutions divisions from Community Brands to create a new strategic platform, Momentive Software, a provider of cloud-based software that powers mission-driven associations and nonprofit organizations.
- Advised Chargepoint, an EV charging infrastructure provider, in its SPAC transaction with Switchback Energy Acquisition Corporation.*
- Advised Coupa Software on various acquisitions of software targets, including its $1.5 billion acquisition of Llamasoft, a supply-chain management provider and its acquisition of ConnXus, a supplier diversity management company.*
- Advised Kenna Security, Inc., a vulnerability management software provider, in its sale to Cisco Systems, Inc.*
- Advised Arctic Wolf Networks in its acquisition of Rank Software, a cybersecurity analytics platform.*
- Advised Hims & Hers Health, Inc. in its acquisition of YoDerm, Inc., an online pharmaceutical company.*
- Advised GIPHY and CTRL-Labs in acquisitions by Facebook (Meta).*
- Advised CrowdTwist, a customer loyalty brand startup, and Moat, Inc., a digital ad tracking company, in sales to Oracle.*
- Advised Npm, Inc., a JavaScript developer, and Semmle, Inc., a software engineering analytics company, in sales to GitHub/Microsoft.*
- Advised a software and data aggregator company in its strategic sale to Google.*
- Advised Managed by Q, an office management platform, and Conductor, a search engine optimization platform, in sales to WeWork.*
- Advised Souq.com, an e-commerce platform, in its sale to Amazon.*
Licensing and Commercial Transactions
Leads complex commercial and licensing agreements in the technology industry, with expertise in structuring, drafting and negotiating a wide range of strategic partnerships and transactions, including cross-border transactions, joint ventures, partnering arrangements, strategic alliances and other collaborations. Assists early-stage companies in navigating IP and commercial issues to achieve growth and commercial objectives. Advises clients on the development and commercialization of key technology and products involving software, data and services. Representative deals include:
- Represented Fidelity Investments in its joint venture with Vanguard, Alight Solutions and Retirement Clearinghouse, LLC to create a consortium of workplace retirement plan recordkeepers to offer autoportability services.
- Represents Aitia (fka GNS Healthcare), an AI company that uses drug/patient models to simulate drug or disease behaviors to identify drug candidates and targets, with commercial agreements and collaborations.
- Represented Vayu Robotics in complex license and collaboration agreements.
- Advises companies in connection with digital asset custody and on blockchain, non-fungible tokens and cryptocurrency.
- Represented TPG Capital:
- in its acquisition of ClaimsXten, Change Healthcare’s claims payment and editing business; and
- its portfolio company Wind River, a global leader in delivering software for mission-critical intelligent systems, in the sale of Wind River to Aptiv.
- and its portfolio company WellSky Corporation, a health and community care technology company:
- in its acquisition of The Corridor Group from HealthEdge Investment Partners;
- in an add-on acquisition of Curaspan Health Group, a healthcare IT company; and
- in its acquisition of Careport, a care coordination software company that connects health care providers and payers, from Allscripts.
- Represents various private equity firms and their portfolio companies on commercial transactions, licensing, and other IP issues.
*Prior to joining Ropes & Gray