Tal Marnin advises clients on the full spectrum of employment, executive compensation and employee benefits ("ECB") issues, often leveraging his significant experience as an employment litigator. As part of the Firm's Global Mergers & Acquisitions and Private Equity practices, Tal brings strategic insight to the ECB aspects of a range of large-scale M&A deals. Tal also has particular expertise in advising private equity sponsors and their portfolio companies on structuring management compensation in major corporate transactions as well as advising on highly-sensitive ECB issues affecting their C-Suite executives.
Clients look to Tal for his ability to solve challenging employment and compensation issues, arising both on a day-to-day basis and in the context of major corporate transactions, including (i) transition of C-Suite executives and other key executives, (ii) structuring bespoke management compensation arrangements, (iii) workplace investigations regarding discrimination, harassment and other workplace misconduct, (iv) executive mobility, including enforceability of restrictive covenants, and (iv) mass layoffs, plant closings, furloughs and other alternatives to address a downward economy. Tal's employment and litigation experience has proven to be instrumental in advising clients on the abrupt changes needed to be made to address COVID-19.
Tal works closely with the Firm's Financial Restructurings and Insolvency practice to advise companies considering bankruptcy protection regarding a range of employment matters, including the interplay between the federal and state Worker Adjustment and Retraining Notification (WARN) Acts and bankruptcy law, the priority status of employee wages and potential director and officer liability for unpaid wages, and key employee incentive and retention programs.
Tal also works with the Firm's Commercial Litigation practice to represent employers in material employment litigation, including claims regarding workplace discrimination, restrictive covenants, whistleblowing and unfair competition/employee raiding claims, including having obtained FINRA arbitration awards of approximately US$24.5 million (the top FINRA award in 2017) and US$17.8 million (the top intra-industry FINRA award in 2015) for clients in two separate employee raiding arbitrations.
Representative M&A and Private Equity Matters:
- Brookfield Infrastructure, its institutional partners and GIC, Singapore's sovereign wealth fund, on the US$8.4 billion acquisition of Genesee & Wyoming Inc. (NYSE: GWR), a freight railroad owner and operator based in the United States. This transaction was named "Private Equity Deal of the Year" by IFLR (2020).
- Macquarie Infrastructure Partners II in the US$1.212 billion sale of Gadus Holdings Corporation, the parent company of WCA Waste Corporation, to GFL Holdco (US), LLC, a subsidiary of GFL Environmental Inc.
- CVC Capital Partners in a number of transactions, including: (i) its acquisition of a majority equity stake in UnitedLex, a leading alternative legal services provider; (ii) its investment in a limited liability company formed to create, acquire and invest in enterprises in the sports, media, entertainment, technology and lifestyle industries; (iii) its acquisition of Vitech Systems Group, a leading provider of cloud-based financial administration solutions; (iv) its acquisition of a majority stake in MedRisk, a leading provider of managed physical medicine services for the workers' compensation industry in the United States; (v) its acquisition, with minority co-investor Caisse de dépôt et placement du Québec (CDPQ), of a majority stake in the international agencies of BlueFocus Intelligent Communications Group Co., Ltd., a leading publicly traded Chinese marketing services conglomerate; (vi) its acquisition of a majority interest in ExamWorks, a global leader in independent medical examinations, peer reviews, document management, and related services; (vii) its acquisition of Mediaocean, the leading global omnichannel advertising platform; and (viii) in a consortium of investors, its US$3.5 billion investment for a 22.55% stake in Authentic Brands Group LLC, a brand management company and owner of a portfolio of brand name companies.
- Klarna Bank AB, a leading BNPL provider and Europe's most valuable fintech unicorn, on its acquisition of Hero Towers. Hero Towers is the UK-based operator of "Hero," the UK's leading "social shopping" e-commerce platform, which connects millions of shoppers with product experts via text, chat and video, all directly from a brand's e-commerce store.
- Outdoor Holdings I, LLC and Kwik Tek Inc. d/b/a Airhead Sports Group, the #1 brand in the marine towable watersports and winter leisure activity product categories, on the sale of Airhead Sports Group to a subsidiary of Aqua-Leisure Recreation, LLC, a provider of outdoor branded products for recreational water sports and winter sports markets.
- Kobalt Music Group Ltd., an independent music rights management and publishing company, on its US$430 million sale of certain subsidiaries that operate its recorded music operations and its global neighbouring rights business agent to Sony Music Entertainment.
- Avast plc (LSE: AVST), one of the world's largest cybersecurity companies, on the carve-out disposal of its Family Safety Mobile Business to Smith Micro Software, Inc. (NASDAQ: SMSI).
- ICR, LLC, a global leader in strategic communications and advisory services, on a significant investment in ICR by Caisse de dépôt et placement du Québec (CDPQ). CDPQ will join with existing shareholders Investcorp International, Inc. and the ICR management team.
- PRO Unlimited Global Solutions Inc., a leader in contingent workforce management solutions and jointly held portfolio company of Harvest Partners, LP and Investcorp International, Inc., in (i) the sale of PRO Unlimited to EQT; and (ii) its acquisition of PeopleTicker, a leading independent compensation software company.
- Dominus Capital L.P. in its sale of its portfolio company, BluSky HoldCo Restoration Contractors, LLC, a leading provider of restoration services to commercial properties nationwide, to an affiliate of Partners Group, a global private market firm, and Kohlberg & Company, a New York-based investment firm.
- Quad-C Management, Inc. in the sale of its investment in EFC International, a leading value-added distributor of highly engineered specialty fasteners to the automotive and industrial end-markets.
- Morgan Stanley Energy Partners in connection with its investment in SolMicroGrid, a developer and operator of solar-enabled microgrid systems for commercial and industrial customers, and in connection with SolMicroGrid's negotiation of commercial agreements for development and operation of microgrids at customer locations.
- Neighborly, the world's largest franchisor of home service brands and a portfolio company of Harvest Partners, LP, in its acquisition of Precision Door Service, the leading garage door repair franchise in the United States.
- Harvest Partners in numerous transaction, including: (i) its sale of TruckPro Holding Corporation, one of the nation's largest independent distributors of heavy-duty truck and trailer parts, to an affiliate of Platinum Equity; (ii) its acquisition of Dwyer Franchising LLC, one of the world's largest franchisor of home service brands, and Dwyer Franchising LLC's subsequent acquisition of Mosquito Joe, the leading franchisor in the mosquito control services industry; and (iii) its investment in MRI Software, a leading provider of real estate management software solutions globally; and (iv) its sale of Neighborly, a holding company of 21 service brands focused on repairing, maintaining and enhancing consumers' homes and businesses via various online platforms, to Kohlberg Kravis Roberts & Co. L.P.
- Hg, the specialist private equity investor focused on software and service businesses, in its investment in Intelerad Medical Systems, a leading global provider of medical imaging software and enterprise workflow solutions.
- Investcorp International Inc. in its acquisition of Multivision, LLC, an IT solutions and training provider.
- Jam Theatricals, a leading presenter and producer of Broadway engagements throughout North America, in its sale to Nederlander National Markets, LLC, a subsidiary of the Nederlander Organization, one of the largest operators of theatres and music venues in the United States.
- Newlight Partners LP in its equity investment into Bioenergy Development Group Holdco, LLC and its subsidiaries, a group of companies based primarily in Delaware, Maryland and Italy developing and implementing anaerobic digestion technologies in the United States and overseas.
- Macquarie Infrastructure Partners and Uniti Group Inc. (Nasdaq: UNIT) with respect to the acquisition of Bluebird Network, LLC, the owner of an approximately 5,200-mile fiber network in Missouri and Illinois.
- Macquarie Infrastructure Partners in the acquisition of Netrality Data Centers from funds managed by Abrams Capital Management. Netrality owns and operates carrier hotel facilities, which act as data connectivity hubs for customers needing connectivity across multiple fiber networks, as well as colocation, powered shell, and wholesale data center solutions.
- NTT DATA, Inc., a recognized leader in global technology services, in its acquisition of (i) Net eSolutions Corporation, a provider of digital design and transformation services for U.S. Department of Health and Human Services agencies; and (ii) Nexient, LLC, a US-based software services firm.
- Pernod Ricard SA, the world's second largest producer of wines and spirits, in its acquisition of (i) Firestone & Robertson Distilling, owner of the TX brand, a leading whiskey portfolio headquartered in Fort Worth, Texas, and (ii) acquisition of a majority interest in Rabbit Hole Spirits, LLC, a US premium bourbon brand.
Representative Bankruptcy Matters:
- Hertz Corporation, in connection with its 2020 bankruptcy filing and related employment matters.
- Techniplas Corporation, in connection with its 2020 bankruptcy filing and related employment matters, including 363 sales of its assets and treatment of employees related thereto.
- Revel Casino, in connection with its 2014 bankruptcy filing and plant closing, including compliance with federal and state WARN Acts.
Representative Employment Litigation Matters:
- Employee Raiding: Represented major financial institution in lengthy FINRA arbitration against competing financial institution and certain former employees arising from unfair competition, solicitation and other conduct, resulting in favorable award of US$17.8 million (the top intra-industry FINRA award in 2015) and denial of all counterclaims asserted by former employees. (FINRA award dated June 16, 2015).
- Employee Raiding: Represented major financial institution in FINRA arbitration against competing financial institution and certain former employees arising from unfair competition, breach of fiduciary duty and other conduct, resulting in favorable award of US$24.49 million (including US$10.85 million in punitive damages) (the top FINRA award in 2017) and denial of all counterclaims asserted by former employees. (FINRA award dated January 13, 2017).
- Litigation (Discrimination): Represented numerous companies in connection with charges/complaints of disability discrimination, gender discrimination, race discrimination, sexual harassment and retaliation before the EEOC and state and local fair employment practices agencies.
- Litigation (Discrimination): Represented major financial institutions in litigation asserting claims of gender discrimination, national origin discrimination, sexual harassment and retaliation, including claims asserted in federal and state courts in Michigan and New York.
- Litigation (Severance/ERISA): Represented major advertising agency before the U.S. Court of Appeals for the Second Circuit in respect of claims of an informal severance plan under ERISA.
- Litigation (Wrongful Termination/Breach of Contract) Defended major advertising agency in federal district court against claims of wrongful termination, unjust enrichment and intentional infliction of emotional distress.
- Restrictive Covenants: Represented major pharmaceutical company before the U.S. District Court for the Northern District of Illinois in connection with claims of misappropriation of trade secrets, intentional interference with contract relating to its hiring of a senior executive and the application and enforceability of certain restrictive covenants.
- Restrictive Covenants: Represented major advertising agency in seeking a preliminary injunction against group of former employees relating to theft of trade secrets, copyright infringement, unfair competition, conversion and breaches of fiduciary duty and confidentiality.
- Restrictive Covenants: Represented major financial institution in connection with claims against group of former employees for breach of confidentiality and noncompetition obligations.
- Wage and Hour: Represented major provider of financial advisory services in class action litigation filed in the NY Supreme Court alleging unlawful wage deductions, resulting in the Court granting defendants' motion to dismiss based on forum selection clauses contained in the employment agreements.
- Wage and Hour: Represented major educational company in connection with misclassification claims asserted by a group of independent contractors.
- Wage and Hour: Represented technology company in connection with overtime claims relating to employee's alleged misclassification as exempt under the FLSA.
- Whistleblower: Represented major financial institution in connection with whistleblower claims asserted before the federal Occupational Safety and Health Act.
Advanced Profits Interests Issues for Private Equity Sponsors, Practice Note, Thomson Reuters Practical Law, 2019
Leading Lawyer for US Corporate Employment Law, Lawdragon 500 2020-2021
Ranked for US Labor & Employment (Workplace and Employment Counseling) in Legal 500 2010