IP and Tech Dealmaking, with Jonathan Ashtor of Paul, Weiss

Fast-paced and constantly evolving, the world of intellectual property and technology law is not meant to be practiced in a vacuum. This is no secret to Jonathan Ashtor, global co-head of the Intellectual Property and Technology Transactions Group at Paul, Weiss, who not only brings an exceptional level of business acumen to his work as an IP and tech lawyer, but also calls upon his science and engineering background. Named among Lawdragon’s 500 Leading Dealmakers in America, Ashtor embraces a multidisciplinary approach, working at the juncture of corporate and IP law on some of the largest, most transformational technology transactions for major companies.

Ashtor has established himself as a go-to lawyer for tech-related transactions, but it’s not the career he originally envisioned. He completed his undergraduate degree at the University of Toronto, specializing in engineering and applied physics. While many of his classmates went on to complete doctoral degrees in particle physics or quantum engineering, Ashtor pivoted to law, opting for a career more focused on protecting and commercializing innovation, rather than conducting research.

Today, Ashtor’s practice centers on four main pillars: large public M&A tech transactions; biotech and pharma transactions; tech-focused private and growth equity investments; and emerging technologies, like AI and blockchain. His bread and butter is dealmaking, and his background is a tremendous asset in handling the complex technology aspects inherent in so many of today’s largest, most significant transactions.

In the public M&A space, some of Ashtor’s recent transformative deals include his representation of IBM in its pending $6.4B acquisition of HashiCorp; Amazon in its $3.9B acquisition of One Medical; Qualcomm in its $4.5B purchase of the self-driving tech business of Veoneer; and GE in its separation into three distinct companies focusing on health care, energy and aviation: GE Healthcare, GE Vernova and GE Aerospace – among dozens of others. Ashtor’s cutting-edge work in the biotech area includes counseling Merck in its $10.8B acquisition of Prometheus Biosciences; Inhibrx in the $2.2B sale of INBRX-101 to Sanofi and its related spin-off; and GSK in its $2B acquisition of BELLUS Health. On the private equity side, Ashtor’s work includes advising Golden Gate Capital in its $200M investment in Pico; Neustar in its $3.1B sale to TransUnion; and Foresite Capital in its acquisition of Pardes Biosciences. His innovative work in emerging technologies includes advising a leading pharmaceutical company in connection with implementing a wide range of generative AI use cases across its organization; AI innovator Nuance in its $19.7B sale to Microsoft; and FIFA in its partnership with Algorand to launch an NFT platform ahead of the 2022 World Cup.

Lawdragon: What would you say is your favorite aspect of your practice?

Jonathan Ashtor: I love the challenge and the variety in my practice. I get to work on some of the most important deals for many of the world’s best-known companies, which in itself is exciting. I particularly enjoy the added challenge of figuring out how a client’s IP assets fit into the deal structure, as well as identifying IP issues and developing solutions to help clients protect their key technologies and avoid pitfalls. There is never a boring moment. I spend a good amount of time focused on emerging technologies like AI, and since this area is evolving so rapidly, there are always new legal issues to explore.

My practice is focused on four key areas: public M&A tech deals, biotech and pharma transactions, tech-focused private and growth equity investments, and transactions involving emerging technologies, which offers tremendous variety in my day-to-day work.

I enjoy the added challenge of figuring out how a client’s IP assets fit into the deal structure, as well as identifying IP issues and developing solutions to help clients protect their key technologies and avoid pitfalls.

LD: I imagine tech transactions require a significant amount of research and cross-functional collaboration to work through the complexities of the deal and the technology. Has that been your experience?

JA: Absolutely. At Paul, Weiss, our clients come to us with their most complex deals and issues, so our work is never “cookie cutter.” We frequently collaborate with colleagues across departments to develop creative, bespoke solutions for our clients. Our representation of Amazon in its acquisition of One Medical – a technology-powered primary care organization – is one example of a deal requiring a multidisciplinary approach, tackling the problem from all angles. Another good example is our work on complex technology spinoffs. We represented General Electric, which split into three publicly traded companies through a series of spinoffs, first health care and then the energy and aviation businesses.

Our biotech work is also highly sophisticated and collaborative. Two recent cross-functional efforts include advising Merck in its $10.8B acquisition of Prometheus Biosciences and counseling Inhibrx in the $2.2B sale of INBRX-101 to Sanofi and its related spin-off. Many of these kinds of deals are not just complex from a technology perspective, they are complex from a structural perspective, a tax perspective and a securities standpoint. The work is never dull in the tech space, and I enjoy collaborating with my colleagues across the firm and thinking outside the box to tackle these novel transactions.

LD: AI has become an important aspect of your practice in recent years – can you share more about your work in this field?

JA: Paul, Weiss has excelled in the AI space for many years, and we have some of the leading experts in AI at the firm, including my partner and former SDNY judge Katherine Forrest. Our work in this area is wide-ranging and includes advising clients on algorithmic bias; cybersecurity issues; generative AI; and the licensing and use of AI tools. We also counsel clients on emerging regulatory concerns, helping them to stay ahead of potential legal repercussions and providing advice on governance frameworks. In addition, we’ve formed a “Generative AI Task Force,” which Katherine and I spearhead, focused on how AI is impacting the firm, our clients and the legal profession overall.

Since AI is constantly evolving, practicing in this area is energizing and challenging. Paul, Weiss serves as Apollo’s strategic partner on myriad AI-related matters and counsels a leading U.S. pharmaceutical company in connection with implementing a wide range of generative AI use cases across its organization. We also advised Nuance Communications, the original pioneer of natural language processing technology, on its complex spin-off of Cerence, and again in its $19.7B sale to Microsoft. In the automotive space, we represented Aptiv in forming a joint venture with Hyundai, focused on developing cutting-edge autonomous driving systems; GM in connection with its Cruise self-driving business; and Qualcomm in its $4.6B acquisition of Veoneer’s autonomous driving business, Arriver. It has been fascinating to lead significant AI deals both in the M&A context and in standalone licensing transactions, a practice that stands out among our peers.

As the new wave of AI dealmaking takes shape, Paul, Weiss is uniquely well positioned because we understand the technology and are at the forefront of navigating the issues it presents. These deals require the multidisciplinary counsel that Paul, Weiss excels at providing. 

LD: You’ve handled some really interesting biotech transactions. Tell me more about your recent work in this space.

JA: We represent biotech and pharma companies in high-profile, complex transactions and develop strategies to help our clients attain the most value through acquisitions. Our team has significant experience in handling the type of bespoke agreements that are typical in this area. We’ve worked with a host of companies – including Merck, AbbVie and GSK, among many others – on complex acquisitions of biotech assets across a range of technologies.

And we work on the biotech innovator side as well. Recently, we advised Albireo, a leading innovator in liver disease treatments, in its acquisition by Ipsen – and prior to that deal, we represented Albireo in a significant royalty monetization transaction. Another recent deal is our representation of Inhibrx in the sale of its INBRX-101 therapy to Sanofi, as well as its related spin-off transaction. This required a complex deal structure in which all of Inhibrx’s assets and liabilities not associated with INBRX-101 – including its rare disease treatment pipeline and its corporate infrastructure – were spun out into a new publicly traded company. This approach maximized value for shareholders and minimized tax implications, while allowing the company to continue its ongoing research. Our versatile deal lawyers are poised to regularly tackle complex transactions like these.

Our work in AI is wide-ranging and includes advising clients on algorithmic bias, cybersecurity issues, generative AI, and the licensing and use of AI tools.

LD: Switching gears, I was planning to ask you about the most interesting matter you’ve worked on in your career. Was the Qualcomm matter it?

JA: It’s hard to choose because so many of the matters I work on are novel and incredibly interesting, but the Qualcomm/Veoneer matter is certainly a contender! The matter played to our strengths at Paul, Weiss, the strengths of the entire firm – not just the IP and Technology Transactions Group, but the M&A, Tax and Capital Markets Groups as well, as we worked together to take this deal from start to finish, handling the sophisticated tax aspects, the public markets aspects, the M&A aspects – and everything in between – in addition to tackling the most sophisticated technology work that is out there today.

LD: Tell me more about the deal. Obviously, the technology itself is fascinating, but the legal work involved sounds highly intricate.

JA: Definitely. Veoneer was a publicly traded company, and its Arriver business was an internal division. Qualcomm only wanted to acquire the Arriver business, the real crown jewel, so we had to do this as a carve-out where Qualcomm partnered with a private equity shop to do the acquisition and had pre-baked various agreements to provide for the separation and transfer of the Arriver business and technology to Qualcomm, while the rest of the business stayed behind with the private equity sponsor. The structure was totally bespoke and something that, from a technology perspective, required an in-depth understanding of self-driving systems and how to support their development within a stand-alone business.

We needed to understand everything about this technology and the business around it: Who are the R&D team? What facilities do they use? What sort of specialized tools and technologies are required? How is the code customized for OEMs and integrated into chipsets? What is the development road map? And what dependencies exist between Arriver and the rest of Veoneer? All of this was in the context of a major public acquisition for $4.5B, where we started out as a deal jump, meaning that Veoneer had already agreed to be acquired by a different company, and we came in with a superior offer. That created pressure to work quickly and ensure our deal closed.

LD: You’ve built a really unique multifaceted practice, bringing together your tech background and experience handling large, sophisticated transactions. Can you describe your path to becoming a lawyer in this space?

JA: When I was younger, I never saw myself becoming a lawyer. I grew up with a lot of diverse experiences, especially given my family’s roots in India and Iraq. But career-wise, there are no lawyers in my family, so I was never exposed to the legal world as a child or young adult.

Initially, I decided to explore a career in engineering. I went to a very prestigious undergraduate engineering program, the Engineering Science program at University of Toronto. Many of my classmates went on to complete doctorates in particle physics and the like, which I thought was fascinating. I realized it wasn’t the path for me, however; I didn’t want to live in a research lab. But I developed a passion for technology, an appreciation for what it means to develop technologies, to bring them to market, and to scale them up – I wanted to build on that.

I went to law school because I thought practicing law would be a good way to stay attached to technology in a more social, business setting. So I gravitated toward technology law, particularly on the transactional side. I discovered that I love solving transactional problems – how do you bring parties together and find a common solution and try to bring a new technology to the market while creating value on both sides? And so that's where I devoted my career.

LD: What brought you to Paul, Weiss?

JA: I initially joined Paul, Weiss because of the work that the firm was doing at the forefront of tech law. The firm is a leader in the types of transformative matters that have shaped my legal career. I knew that at Paul, Weiss, I would work alongside the best corporate lawyers in the industry on the most important deals in technology for the largest companies and private equity firms in the world.

I developed a passion for technology, an appreciation for what it means to develop technologies, to bring them to market, and to scale them up – I wanted to build on that.

I was also drawn to the firm’s multidisciplinary approach to matters, which is especially important in the field of emerging technologies. Understanding these developing spaces – from AI to biotech – and how they intersect with the law requires expertise across disciplines, and it was clear the firm was home to an exceptional team of experts. Today, I co-head our IP and Tech Transactions Group and am immensely proud of our ability to bring a full range of experience to these complex matters. I am also a founding member of our AI practice, which brings together litigators, regulatory experts and transactional lawyers on some of the most important AI issues and deals in the industry. The fact that both of these practices have been recognized with major industry awards in recent years speaks volumes to the depth of our capabilities in these areas at Paul, Weiss.

LD: You recently became global co-head of Paul, Weiss’s Intellectual Property and Technology Transactions practice. How do you approach this role, and what do you see for the future of the group?

JD: It’s an amazing vote of confidence and an honor to be the co-head of the practice, along with my partner Claudine Meredith-Goujon. Right now is a very exciting time to work at Paul, Weiss and in our group. We are focused on growing strategically and continuing to adapt to market changes. Our group now includes more than 30 lawyers, with the addition of a team of IP lawyers, led by John Patten, based in our London office; the promotion of Bonnie Chen to partner in our New York office; and the recent hiring of a market-leading counsel Matthew Rosenberg in San Francisco. Our IP & Tech Transactions Group has cemented itself as an integral part of nearly every transaction that comes through the firm, and we continue to develop our capabilities so that we remain on the cutting edge of this space and are ready to tackle our clients’ most challenging issues.

LD: What else do you love about Paul, Weiss?

JA: The firm’s culture of collaboration and collegiality stands out. We are friendly and truly enjoy socializing with each other; but more than that, we are extremely supportive of each other, root for each other’s successes and work hand in hand. This plays into our ability to handle multidisciplinary transactions so expertly. Our camaraderie, passion for what we do and cross-practice collaboration inform our culture and benefit our work.

LD: Reflecting on your engineering background, I can certainly envision technology law involving some of the same kinds of analytical skills you’d apply to physics challenges. Do you agree?

JA: Absolutely. I retained an academic bent in parallel to my practice. I'm a professor of practice at Cardozo Law School and was recently a research fellow at New York University. I focus my research on innovation and empirical studies of patents – basically, big data analytics. It’s why I like doing deals in the AI space. When you build a big data model, you're trying to create many different variables, look at things from all angles, get a wealth of information as represented in data, and distinguish the signals from the noise to figure out what's important. There are parallels in the approach to complex deals: Study the industry, the key players, and the technology – and what makes it valuable and competitively important. And then from that, you try to understand how to craft a transaction in the space. What are the things we need to think about? What are the things we need to solve for? How do we bring this to closing and address all the various complexities that come up along the way?

LD: Pro bono work has been an important facet of your legal work since the start of your career. Can you share more about the types of pro bono work you do?

JA: I’ve always been passionate about education and, in particular, access to educational opportunities in underserved communities. For the past 10 years, I’ve worked with an organization called Matriculate, which offers high-achieving, low-income high school students the resources they need to apply to and succeed in top colleges. I was honored to join their board last summer, and I’m excited to continue serving their important cause in this new capacity.

Another organization I’m passionate about is the FOXG1 Research Foundation, which is pioneering new research into treatments and potential cures for FOXG1 syndrome, a neuro-developmental disorder. I’ve assisted with some of their research agreements and helped them as they navigate various issues related to tech development. I’m continually amazed by their dedication and the tremendous success they’ve had.

LD: Earlier, you mentioned studying particle physics, which brings us to our last question: If you weren't a lawyer, what would you be doing right now? Do you think it would be particle physics?

JA: I love what I do, but if I wasn’t practicing law, I know I’d still be working in tech, perhaps on the innovation or business sides. I like being active in big tech deals, helping businesses bring transformative new technologies to the public.