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Lowenstein Sandler LLP

Marita A. Makinen

Marita A. Makinen

Partner
Chair, Mergers & Acquisitions
Co-chair, Transactions & Advisory Group

Lowenstein Sandler LLP
New York, U.S.A.

tel: 212.419.5843
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Local Time: Thu. 20:09

Profile

Marita brings insight, clarity, and "unbelievable attention to detail" (Chambers) to her transactional work for some of the world's best-known brands. She counsels public and growth-stage technology and consumer products clients on a broad spectrum of issues, with a focus on mergers and acquisitions as well as minority and control investments.  Her deals—whether buy side or sell side—frequently involve highly complex capital structures, intricate management incentives, talent retention issues, and protection of intellectual property. Marita's ability to identify the impact of these issues while anticipating short- and long-term complications has led to a steady stream of significant transactions. Clients value her long-term approach to relationships, describing her as a "company-focused" lawyer who sees each transaction within a larger strategic context.

For public companies, Marita advises in the areas of corporate governance and reporting obligations. Known for her astute interpretation of SEC rules and regulations, she provides practical disclosure advice grounded in a solid understanding of her clients' business objectives. She advises on both routine public reporting matters and complex restatements and stock exchange rule compliance issues.

Bar Admissions

    New York

Education

Columbia University School of Law (J.D. 1993), Senior Articles Editor, Columbia Business Law Review; Harlan Fiske Stone Scholar; Olin Junior Fellow in Law and Economics
Michigan State University (B.A. 1989), cum laude, Phi Beta Kappa
Areas of Practice
Professional Career

Significant Accomplishments

Represented Compassionate Care Hospice, a community-based organization providing hospice care nationwide, in its $340 million sale to Amedisys, Inc. (NASDAQ: AMED). This transaction makes Amedisys the third largest hospice provider in the U.S.

Represented Cerberus Capital Management, L.P. in the acquisition of Sparton Corporation (NYSE:SPA) by a Cerberus affiliate. Sparton Corporation is a provider of complex and sophisticated electromechanical devices with capabilities that include concept development, industrial design, design and manufacturing engineering, production, distribution, field service, and refurbishment.

Represented The Estée Lauder Companies Inc. in its acquisitions of Too Faced, BECCA Cosmetics, By Kilian, GLAMGLOW, Parfums Frédéric Malle, RODIN olio lusso, Le Labo, and Smashbox Beauty Cosmetics.

Represented The Estée Lauder Companies Inc. in its investments in DECIEM–a fast-growing, vertically integrated multibrand company–and Have & Be Co. Ltd., the South Korean company behind skin care brands Dr. Jart+ and Do The Right Thing.

Represented Topix Pharmaceuticals, a New Mountain Capital portfolio company and independent leader in skincare products, in connection with the acquisitions of Derma E and Clarity Clinical Skin Care, Inc. (dba “ClarityRx”), two rapidly growing California-based natural skincare companies.

Represented New Mountain Capital and its portfolio company, Revint Solutions, in connection with the acquisition by Revint Solutions of AcuStream, a revenue assurance specialty company dedicated to the healthcare industry, and CloudMed, a revenue assurance company specializing in the inpatient coding and documentation side of the healthcare revenue cycle.

Represented Diligent Corporation (NZX: DIL), the leading provider of secure online collaboration and document sharing solutions for boards, committees, and leadership teams, in its acquisition by Insight Venture Partners, a leading global venture capital and private equity firm.

Represented BASF Corporation in its acquisition of Zed X Inc., a leader in the development of digital agricultural intelligence, and in its successful tender offer for Verenium Corp., a leading industrial biotechnology company focused on the development and commercialization of high-performance enzymes.

Represented Gravitas Technology Services LLC, a leading provider of technology-enabled middle office solutions to alternative asset managers, in its sale to Linedata, a Paris-based publicly traded software company.

Represented Diligent Corporation in its acquisition of Thomson Reuters' Boardlink business, a software-as-a-service (SaaS) provider of board and leadership team collaboration solutions.

Represented ATMI Inc., a public company providing advanced materials and material delivery systems, in its investment in and commercial contracts with BlackPak Inc., a joint venture formed to develop natural gas storage systems for automotive and commercial applications.

Represented a private investor in the acquisition of a controlling interest in a high-technology defense contractor and a subsequent roll-up acquisition.

Represented an investment fund in the acquisition of a controlling interest in Revolution Lighting Technologies, a Nasdaq-listed public company and leading provider of LED lighting solutions, and subsequently represented Revolution Lighting in several roll-up acquisitions.

Represented NextWave Wireless in its acquisition by AT&T, including the purchase and redemption of NextWave's $1.1 billion in secured notes.

Represented Buddy Media in its sale to Salesforce.com for $745 million.

Represented an investor group led by Bessemer Venture Partners in the sale of Endeca–a leading provider of unstructured data management, web commerce, and business intelligence solutions–to Oracle Corp.

Represented ShareFile, a market-leading provider of cloud-based data storage and collaboration, in its sale to Citrix Systems.

Represented Ipreo, a global provider of capital markets technology solutions, in its sale to private equity firm KKR for $425 million.

Represented Ulticom Inc., a public company in the communications technology sector, in its sale process and merger with affiliates of Platinum Equity.

Represented L-1 Identity Solutions, a public company in the secure identification sector, in its acquisitions of Digimarc Corporation, Bioscrypt Inc., McClendon, Advanced Concepts Inc., and Iridian Technologies.

Represented Viisage Technology Inc. in its $770 million merger with Identix Inc., each a public company in the secure identification sector.



Professional Associations


  • Member, Society of Corporate Secretaries and Governance Professionals
  • Member, Financial Women's Association - Directorship and Corporate Governance Committee

Professional Activities and Experience

Accolades
  • Top U.S.A. Women Dealmakers - Marita Makinen
  • Who’s Who Legal: M&A and Governance - Marita Makinen
  • Chambers USA: America's Leading Lawyers for Business - (2012-2013) - Makinen

Articles

Valuations based on EBITDA multiples have remained robust in many industry sectors. With uncertainty around the corner, boards might ask whether it is the right time to sell. The sell or hold question can move front and center following a strategy review, a stockholder inquiry, an unsolicited bid from a potential acquirer or the sale of a competitor.


Most directors understand that Revlon duties apply when a company has been put on the auction block. Directors may feel less confident about their duties in deciding on the timing of a sale—or whether to sell at all. Will they be second guessed, or even personally liable, if they miss a historic valuation window?


This article will review the board’s duties in deciding whether to sell or hold, and the legal standards by which the board’s conduct will be judged. Delaware corporate law, under which directors owe duties of care and loyalty to the corporation and its stockholders, is assumed to apply.

A new M&A buzzword, the “acqui-hire,” reflects competition for talent through acquisitions in today’s hot technology market. In an “acqui-hire” the buyer is motivated primarily by the talent of the seller’s employees rather than by its operating business or technology — which may still be under development.


Facebook CEO Mark Zuckerberg, in an often-repeated quote, told a 2010 audience that “Facebook has not once bought a company for the company itself. We buy companies to get excellent people.” During the past three years, which have been characterized by rapid change in the technology industry and the explosive growth of new household names in social media and cloud computing, large-cap public companies and venture-backed companies alike have competed to amass critical talent. Recent examples of talent-driven transactions include Twitter’s acquisitions of Summify in January 2012 and Posterous in March 2012, Google’s acquisitions of Milk in March 2012 and RestEngine in May 2012, Zynga’s acquisitions of area/code in January 2011 and Buzz Monkey in June 2012, Groupon’s acquisition of ditto.me in April 2012, LinkedIn’s acquisition of IndexTank in October 2011, and Facebook’s acquisitions of Lightbox and Glancee, both in May 2012.


WSG's members are independent firms and are not affiliated in the joint practice of professional services. Each member exercises its own individual judgments on all client matters.

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