Michael A. Wiseman

Mr. Wiseman is recognized as an up-and-coming leader and adviser in the financial services and fintech industries as a result of his extensive experience working on executive compensation and corporate governance matters. He frequently assists clients, including financial institutions, financial sponsors, founders and senior executives, in navigating complex and overlapping regulatory regimes and structuring sophisticated incentive arrangements.

Mr. Wiseman provides tax planning advice with respect to profits interests and other partnership compensatory instruments, as well as Sections 409A, 162(m) and 280G of the Internal Revenue Code. A significant portion of his practice focuses on advice related to various federal regulatory regimes, including banking regulatory requirements, SEC rules and disclosure requirements governing executive compensation, securities registration and exemption requirements, and compliance with NYSE and Nasdaq listing standards. Mr. Wiseman has authored or co-authored articles in various publications related to executive compensation in the context of mergers and acquisitions, SEC reporting and banking regulatory rules governing incentive compensation, in addition to regularly speaking at conferences and seminars on these topics.

Selected representative experience for Mr. Wiseman includes:

Public Company Matters

• Achillion in its sale to Alexion for up to $1.225 billion
• Altice International in the pending $1 billion sale of its global video advertising platform Teads SA to U.S.-based ad tech company Outbrain Inc.
• American Express Global Business Travel in its:
  • $5.3 billion business combination with Apollo Strategic Growth Capital, pursuant to which American Express Global Business Travel became the world’s largest publicly traded B2B travel platform
  • acquisition of CWT
  • acquisition of Egencia from Expedia Group
  • acquisition of Ovation Travel Group
• ArQule in its sale to Merck for $2.7 billion
• Aspirational Consumer Lifestyle Corp. in its $2.1 billion merger with Wheels Up Partners Holdings LLC
• Banc of California in its merger with PacWest Bancorp and its concurrent $400 million equity raise from Warburg Pincus and Centerbridge
• Dover Corporation in various matters, including the $2 billion sale of its environmental solutions group to Terex
• DuPont in its $11 billion sale of the majority of DuPont’s mobility and materials business to Celanese and its $2.3 billion acquisition of Laird Performance Materials
• Endo International plc and Endo Health Solutions in various matters, including the $540 million acquisition of BioSpecifics Technologies Corp.
• eToro Group Ltd. in its planned merger with FinTech Acquisition Corp. V for an entity value of $10.4 billion. At the time of the deal’s execution, this transaction would have been the fintech sector’s largest-ever de-SPAC transaction
• Flagstar Bancorp, Inc. in its $2.6 billion all-stock merger with New York Community Bancorp, Inc.
• Fortive in its tax-free spin-off of Vontier
• Global Indemnity in various matters, including its internal restructuring of its regulated and operational segments
• Granite Point Mortgage Trust Inc. (a REIT) in matters relating to its internalization of management
• Honeywell International Inc. in its $1.3 billion acquisition of Sparta Systems, Inc. from New Mountain Capital
• New York Community Bancorp in its recapitalization via a capital raise led by Liberty Strategic Capital, Hudson Bay and Reverence Capital
• Pagaya Technologies Ltd. in its business combination with EJF Acquisition Corp.
• Social Capital Hedosophia in various transactions, including its $4.8 billion merger with Opendoor Labs
• Sumitomo Mitsui Banking Corporation in its sale of SMBC Rail Services to ITE Management
• WABCO Holdings Inc. in its $7 billion acquisition by ZF Friedrichshafen AG
• Worldpay in its $43 billion merger with FIS
• WSP in its $1.8 billion acquisition of Power Engineers Inc.
• Zurich Insurance Group in the $600 million sale of its personal travel insurance business to AIG

Restructurings

• Endo Pharmaceuticals in its highly complex multinational Chapter 11 case involving over $8 billion of debt and trillions of dollars of asserted mass tort claims
• True Value in connection with its Chapter 11 filing and the sale of substantially all of its assets to Do it Best Corp. pursuant to a Section 363 sale process in the Bankruptcy Court for the District of Delaware

Private Transactions and Financial Sponsor Matters

• Black Diamond Capital Management, L.L.C., along with InvestIndustrial, in their $425 million acquisition of the phenolic specialty resin, hexamine and European forest products resins businesses of Hexion Inc.
• CI Financial in its $8.66 billion (12.1 billion Canadian dollars) take-private acquisition by an affiliate of Mubadala Capital
• Convera in its $910 million acquisition of Western Union Business Solutions
• Dayco, LLC in connection with its sale to private equity firm Hidden Harbor Capital Partners
• Downtown Music Holdings LLC in its $775 million acquisition by Virgin Music Group
• Hanwha Life in its acquisition of a majority stake in Velocity Clearing
• JAB Holding Company-sponsored National Veterinary Associates in its $1.1 billion acquisition of SAGE Veterinary Centers from Chicago Pacific Founders and its $1.65 billion acquisition of Ethos Veterinary Health from BBH Capital Partners (including its subsequent hospital divestitures to Nordic Capital-sponsored United Veterinary Care and Percheron Capital-sponsored Veritas Veterinary Partners)
• L Squared Capital Partners in its acquisition of Kano Laboratories Inc., a manufacturer of premium industrial penetrants and synthetic greases, from Gryphon Investors LP
• SDC Capital Partners in its acquisition of a majority stake in Fatbeam Holdings, LLC

Management Representations and Transitions

• Lionel Messi in his agreement to play for Major League Soccer club Inter Miami CF
• the management team of Aptean, Inc., a global provider of mission-critical enterprise software solutions backed by TA Associates and Charlesbank Capital Partners, in the strategic investment in Aptean by Insight Partners and exit of Vista Equity Partners
• the founders and controlling stockholders of Asklepios BioPharmaceuticals, Inc. (AskBio) in the sale of AskBio to Bayer AG for $2 billion upfront and up to $2 billion in contingent consideration upon the achievement of certain milestones
• the management team of Pattern Energy Group Inc., led by CEO Michael Garland, in the $6.1 billion take-private of Pattern by Canada Pension Plan Investment Board and the concurrent combination with Pattern Energy Group Holdings 2 LP (Pattern Development)
• the founder of Sprout in its recapitalization and majority investment by Recognize
• several Fortune 100 and Fortune 500 companies, including their boards of directors and special committees, in transitions of chief executive officers and other senior management

In recognition of his work, Mr. Wiseman has been named one of Best Lawyers’ Ones To Watch in America and listed in Lawdragon’s 500 Leading Corporate Employment Lawyers guide.

Mr. Wiseman is actively involved in Skadden’s training, recruiting and mentoring programs and has provided pro bono legal services to a variety of clients, including with respect to immigration and bankruptcy matters. He also is the co-author of an ongoing series of articles on Bloomberg Law that explore executive compensation considerations arising in M&A transactions.

A cellist, Mr. Wiseman spent several years prior to practicing law playing in professional orchestras and conservatories.