Nathaniel Marrs

The U.S. Securities and Exchange Commission agreed to dismiss with prejudice its negligence claim against a former chief financial officer of "smart" glassmaker View Inc., after the agency secured partial summary judgment on other claims in the case last year. The SEC's decision is "based on the facts and circumstances of this case and its ongoing review of the evidence, including evidence developed in discovery" and "does not reflect the SEC's position on any other case," according to a Friday joint stipulation with Vidul Prakash. Craig Martin of Morrison Foerster LLP, who represents Prakash, said in a statement he is pleased the matter has been resolved. "The dismissal affirms what we have said all along: Vidul Prakash always acted appropriately and with integrity," Martin said. The SEC declined to comment. Counsel for Prakash noted that the trial in the case was set to begin later this month. The SEC sued Prakash in 2024, accusing him of underreporting the company's warranty liabilities by signing off on reports in 2020 and 2021 showing costs of $22 million to $25 million for manufacturing replacement windows while the actual liabilities amounted to $48 million to $53 million in additional undisclosed window installation costs. In a July summary judgment motion, Prakash contended, among other arguments, that the SEC couldn't prove its negligence claim because it couldn't show that View decided to cover all installation costs for replacement windows moving forward after it identified a defective sealing component in its bright windows in 2019. But a California federal judge disagreed last November, finding a reasonable jury could conclude that "a decision was made to cover installation costs, and that Prakash knew or should have known about it." U.S. District Judge Beth Labson Freeman also found genuine issues of material fact as to whether Prakash breached his duty of care and if his decision to withhold critical information from the company's accounting team regarding the coverage of installation costs led to the issuance of misstatements. The SEC had filed a partial summary judgment motion, asking the court to find that Prakash solicited or permitted the use of his name to get votes for View's 2021 merger with CF Finance Acquisition Corp., a special purpose acquisition company, and that Prakash falsified books and records and used interstate mails or commerce to violate federal securities laws. Judge Freeman granted the SEC summary judgment on all three claims in November 2025, according to court records. After View identified a defective sealing component in its smart windows in 2019, the company's warranty stated that it would replace defective windows but did not specify coverage of installation costs, according to the complaint. View's leadership, however, decided it would cover the installation costs because "View was building its market, wanted to be good to its customers, and wanted repeat business," according to the complaint. The SEC said Prakash pulled together a team of finance and accounting agents to determine the proper warranty accrual for costs associated with the defect. They advised View not to disclose installation costs as part of the warranty liability because View's written warranty did not obligate it to pay those installation costs. Prakash is represented by William Frentzen, Craig Martin, Nicole Serfoss, Ryan Keats, James Hancock, Hanna Lauritzen and Katherine Molyneux of Morrison Foerster LLP, and Joseph M. Alioto Jr. of Alioto Legal, and Georgina Wakefield of Larson LLP. The SEC is represented in-house by Jason Lee, Jason Bussey, Andrew Hefty, Drew Liming, Jacques Jordan Lamothe, David Nasse and Patrick Costello. The case is Securities and Exchange Commission v. Prakash, case number 5:23-cv-03300, in the U.S. District Court for the Northern District of California.

Mar 2

3 min

The U.S. Securities and Exchange Commission agreed to dismiss with prejudice its negligence claim against a former chief financial officer of "smart" glassmaker View Inc., after the agency secured partial summary judgment on other claims in the case last year. The SEC's decision is "based on the facts and circumstances of this case and its ongoing review of the evidence, including evidence developed in discovery" and "does not reflect the SEC's position on any other case," according to a Friday joint stipulation with Vidul Prakash. Craig Martin of Morrison Foerster LLP, who represents Prakash, said in a statement he is pleased the matter has been resolved. "The dismissal affirms what we have said all along: Vidul Prakash always acted appropriately and with integrity," Martin said. The SEC declined to comment. Counsel for Prakash noted that the trial in the case was set to begin later this month. The SEC sued Prakash in 2024, accusing him of underreporting the company's warranty liabilities by signing off on reports in 2020 and 2021 showing costs of $22 million to $25 million for manufacturing replacement windows while the actual liabilities amounted to $48 million to $53 million in additional undisclosed window installation costs. In a July summary judgment motion, Prakash contended, among other arguments, that the SEC couldn't prove its negligence claim because it couldn't show that View decided to cover all installation costs for replacement windows moving forward after it identified a defective sealing component in its bright windows in 2019. But a California federal judge disagreed last November, finding a reasonable jury could conclude that "a decision was made to cover installation costs, and that Prakash knew or should have known about it." U.S. District Judge Beth Labson Freeman also found genuine issues of material fact as to whether Prakash breached his duty of care and if his decision to withhold critical information from the company's accounting team regarding the coverage of installation costs led to the issuance of misstatements. The SEC had filed a partial summary judgment motion, asking the court to find that Prakash solicited or permitted the use of his name to get votes for View's 2021 merger with CF Finance Acquisition Corp., a special purpose acquisition company, and that Prakash falsified books and records and used interstate mails or commerce to violate federal securities laws. Judge Freeman granted the SEC summary judgment on all three claims in November 2025, according to court records. After View identified a defective sealing component in its smart windows in 2019, the company's warranty stated that it would replace defective windows but did not specify coverage of installation costs, according to the complaint. View's leadership, however, decided it would cover the installation costs because "View was building its market, wanted to be good to its customers, and wanted repeat business," according to the complaint. The SEC said Prakash pulled together a team of finance and accounting agents to determine the proper warranty accrual for costs associated with the defect. They advised View not to disclose installation costs as part of the warranty liability because View's written warranty did not obligate it to pay those installation costs. Prakash is represented by William Frentzen, Craig Martin, Nicole Serfoss, Ryan Keats, James Hancock, Hanna Lauritzen and Katherine Molyneux of Morrison Foerster LLP, and Joseph M. Alioto Jr. of Alioto Legal, and Georgina Wakefield of Larson LLP. The SEC is represented in-house by Jason Lee, Jason Bussey, Andrew Hefty, Drew Liming, Jacques Jordan Lamothe, David Nasse and Patrick Costello. The case is Securities and Exchange Commission v. Prakash, case number 5:23-cv-03300, in the U.S. District Court for the Northern District of California.

Mar 2

3 min

Chicago, June 4, 2003.  The law firm of Kirkland & Ellis announced that it represents GTCR Golder Rauner, LLC (GTCR), a leading private equity firm, in connection with its proposal to acquire ownership of the American Stock Exchange, LLC (Amex) from the National Association of Securities Dealers, Inc. (NASD).  GTCR recently announced that it entered into a letter of intent with the NASD to acquire the Amex in a transaction valued at approximately $110 million.  Closing is anticipated following the completion of definitive documentation and receipt of approvals from various parties, including the Securities and Exchange Commission. The transaction is being managed by Kirkland & Ellis corporate attorneys Stephen L. Ritchie, Norbert B. Knapke II and Jamie L. Mignon; William R. Welke and Kevin J. Coenen are providing tax advice; Gregory E. Spitzer, Nathaniel M. Marrs and Brian E. Davis are providing real estate advice; Alexandra Mihalas and Jeffrey S. Quinn are advising GTCR on employee benefits matters; and Neil S. Hirshman, Rashmi Chandra and Krista L. Nunemaker are handling the intellectual property issues.  All of the attorneys on the deal work in the firm’s Chicago office. The American Stock Exchange has been a pioneer in market innovation for more than a century.  As the nation's most diversified financial marketplace, the Amex is the only primary exchange that offers trading across a full range of equities, options and exchange traded funds through an advanced centralized specialist system. Kirkland & Ellis is a 900-attorney law firm representing global clients in complex corporate and tax, workout, insolvency and bankruptcy, litigation, dispute resolution and arbitration, and intellectual property and technology matters.  The Firm has offices in New York, Chicago, Los Angeles, London, San Francisco and Washington.

Jun 4

1 min

A team of Kirkland & Ellis corporate and antitrust lawyers, working daily with S.C.  Johnson's corporate counsel, completed S.C. Johnson's acquisition of the worldwide household insecticides and repellents business of German company Bayer, AG.  The deal has now closed worldwide. S.C. Johnson acquired Bayer's non-US household insecticide and personal repellent brands (Baygon and Autan), adding to S.C. Johnson's worldwide Raid and Off! product lines.  S.C. Johnson acquired assets in over 40 countries and transferred trademarks and registrations in  over 100 countries. Regulatory reviews were conducted in over 50 countries.  Ultimately, local antitrust  counsel were hired in 23 countries in Europe, North and South America, Africa, and Asia, local antitrust economists were retained, and substantive antitrust filings and related submissions were made in 17 countries. It was important to S.C. Johnson and Bayer that the deal close quickly.  Within approximately two months of signing the comprehensive merger agreement, local asset purchase agreements had been signed in 31 countries, government product registrations were transferred, and the transaction approved by 11 key merger control authorities. S.C. Johnson's internal legal team was headed by General Counsel David Hecker, and included  Gary Akavickas, Floyd Smith, Sally Davis, Sherri Hampel, Steve Mekeel, Sue Tran, Richard Rodrick, and supported by S.C. Johnson’s Tax Department including Robert Randleman, Thomas Howard, Joseph Engle, Lana Handle and Daniel Wenzel.  S.C. Johnson is a family owned and managed business based in Racine, Wisconsin. S.C. Johnson is one of the world's leading manufacturers of household cleaning products and products for home storage, personal care and insect control, marketing such well-known brands as WINDEX®, PLEDGE®, GLADE®, SHOUT®, ZIPLOC®, EDGE® and RAID®. Tefft Smith and Mark Kovner headed the Kirkland antitrust team, assisted by partners Marimichael Skubel and Pamela Auerbach and supported by Avery Gardiner, Korin Ewing, and Marlynda Vorv.  The Kirkland corporate team included partners Michael G. Timmers, Thomas Verhoeven, Vicki V. Hood, Walter H. Lohmann, William R. Welke, Michael D. Belsley, Glen Hess, Carol Anne Huff, Matthew H. Hurlock, Nathaniel M. Marrs and Lewis T. Putman and associates Jason A. Friedman, Gregory W. Gallagher, Matthew Lovell, Ivo Posluschny and Abrielle Rosenthal. Kirkland & Ellis, an international law firm handling litigation, antitrust, transactional, insolvency and intellectual property matters, has over 900 lawyers located in London, Chicago, Los Angeles, New York, San Francisco and Washington, DC. Bayer AG was represented by Clifford Chance (Dusseldorf), a team including Joachim Schutze, Rolf Giebeler, Christoph Witte, Lee K. Van Voorhis, and Ronald Moeder.

Oct 20

2 min

Chicago, IL, April 30, 2024 -- Willkie Farr & Gallagher LLP announced today that leading private funds lawyer Nathaniel Marrs has joined the Firm as a partner. He is based in Willkie’s Chicago office and is a member of the Asset Management Department. Nat has over 25 years of fund formation experience and is a recognized leader in the market, with a particular focus on private funds investing in the real estate, infrastructure and energy sectors. He is the fifth partner to join Willkie’s Private Funds practice in the past two years, following additions in New York and Los Angeles, and is the fourth partner to join Willkie Chicago since 2023. Now in its fourth year since opening, Willkie Chicago has grown to approximately 90 lawyers. “Since launching our Chicago office four years ago, we have been focused on strategically growing our team and expanding our offerings in the transactional arena,” said Craig C. Martin, Chairman, Midwest. “Nat brings significant experience in the private funds space and will add to the high-level legal counsel we offer to our clients in Chicago and globally. His funds experience complements our growing presence in private equity, M&A and finance in Chicago.” Phil Isom, Chair of Willkie’s Global Private Funds Practice, added: “Nat’s breadth of experience and diverse transactional work that includes a number of private fund managers and investors based in the Chicago market further broadens the reach of our world-class Asset Management Department and Private Funds practice. We are delighted to welcome him to Willkie.” Nat represents a variety of US and international private fund sponsors, investors and other stakeholders across numerous industries on the formation and structuring of funds, management companies, carried interest arrangements and joint ventures. He also represents clients in a variety of corporate transactions, including investment management M&A and GP Stakes transactions. Nat has received numerous accolades for his work, including rankings in Chambers USA and Chambers Global for Private Equity: Fund Formation. He was most recently a partner at DLA Piper and co-head of the Investment Funds Practice. Nat commented: “I’m excited to join Willkie’s dynamic Chicago team and further expand the outstanding transactional capabilities for which Willkie is known worldwide. My fund formation experience aligns well with Willkie’s transactional strengths, and I am eager to continue to grow my practice within a market-leading Asset Management and Investment Funds platform.” Willkie Chicago has grown to more than 90 lawyers since opening its doors in March 2020. Led by Midwest Chair, trial lawyer and trusted advisor, Craig C. Martin, the office has become a destination for board governance counseling, investigations and high-stakes trial work, and has a premier private wealth practice. Willkie Chicago’s growing transactional practice is focused on private equity, mergers and acquisitions, asset management, finance and restructuring. Willkie has one of the most experienced and multidisciplinary Asset Management teams in the market. It is one of only three firms ranked by Chambers USA 2023 for each of Registered Funds; Private Equity: Fund Formation; Hedge Funds; and Investment Funds: Regulatory & Compliance. Our team is also ranked in the 2024 editions of Chambers Global, Chambers Europe and Chambers UK. ***************************************************** Willkie Farr & Gallagher LLP provides leading-edge legal solutions on complex, business critical issues spanning markets and industries. Our approximately 1,200 attorneys across 14 offices worldwide deliver innovative, pragmatic and sophisticated legal services across approximately 45 practice areas. Learn more at www.willkie.com.

Apr 30

3 min