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Corporate Group Highlights

Venable Advises ClassPass on Its Merger with Mindbody

Venable LLP advised ClassPass, a monthly subscription service providing members with access to the world's most extensive network of fitness and wellness experiences, on its merger with Mindbody, the leading experience technology platform for the fitness, wellness, and beauty industries. The acquisition, which was announced on October 13, 2021, is an all-stock deal and will integrate both teams, with ClassPass continuing to operate its app and website.

In addition, Venable advised ClassPass in connection with a $500 million strategic investment in the combined company, to further accelerate its growth and build upon the product innovations and investments that have been made over the course of the pandemic.

The Venable team was led by Alexei Cowett, who has served as the principal outside counsel to ClassPass since 2013, and Friedemann Thomma.

"For many years, ClassPass has relied upon Venable to provide expert legal guidance, advice, and direction for a fast growing and always evolving company in an ever-changing operating environment. Our partners, Alexei and Friedemann, have worked tirelessly to provide this support—providing real-time responsiveness and relentlessly delivering to frequently unreasonable timelines. I continue to be impressed by their creative and collaborative approach to solving challenges at the interface of law and high-growth business, and I would recommend them highly to anyone looking for world class legal counsel with a personal touch," said Tom Aveston, CFO of ClassPass.

Founded in 2013, ClassPass connects members to a broad range of classes around the globe and is now available as a wellness benefit provided by many of the world's leading employers. Mindbody is known primarily for its integrated software and payments platform, which fitness studios, salons, spas, and integrative health centers—from the newest entrepreneurs to the largest franchises—use to run, market, and grow their businesses. This leading B2B technology, combined with Mindbody's existing consumer marketplace and the reach of ClassPass's network, will create the most extensive and integrated platform in the industry.

Other Venable attorneys and professionals who worked on the deal include Hirsh Ament, Harry Atlas, Kelly DeMarchis Bastide, Anne-Thérèse Béchamps, Ellen Berge, Walter Calvert, Kristen Canales, Timothy Carter, Becca Chappell, Helen Chen, Ashley Craig, Joseph Dell'armi, Andrew Dickson, Marianna Felshtiner, Elizabeth Fuzaylova, Mary Gardner, Poornima Gopoji, Leonard Gordon, Megan Hynes, Kelly Johnson, Christopher Kim, Kristin Koger, William Lawrence, Gregory Matisoff, Christopher Moran, Joshua Nace, Kan Nawaday, Jeffrey Ostrager, Katelyn Patton, Michael Schiffer, Melissa Steinman, Benjamin Stockman, Xochitl Strohbehn, Wes Sudduth, Brian Tengel, Mark Vecchio, Sydney West, John Wilhelm, and Lauren Williams.

New Attorney Announcements

Maryam Naghavi, Counsel

Maryam Naghavi's practice encompasses a wide range of corporate law matters, with a particular focus on mergers and acquisitions (negotiated and contested). Maryam regularly advises private equity firms and public companies on both public and private transactions, including stock purchases or sales, asset purchases or sales, mergers, leveraged buyout (LBO) acquisitions, carve-out acquisitions, restructurings, and minority investments.

Bryan Gales, Associate

Bryan Gales counsels clients in complex corporate matters, with a focus on contract, employment, mergers and acquisitions (M&A), governance, financial services, and regulatory compliance. Bryan brings a breadth of litigation experience to his practice. He has represented multinational corporations, consumer goods companies, property owners, hospitals, contractors, subcontractors, auto manufacturers, and financial institutions in state court, federal court, and mediation. He has negotiated favorable settlements and obtained numerous dismissals on behalf of clients, including in class action lawsuits.

John Hykes, III, Associate

John Hykes advises clients on matters related to corporate law and governance. John brings a background in financial services, bankruptcy litigation and proceedings, and regulatory compliance to his practice. He has counseled clients in the formation of new companies, drafting articles of incorporation and limited liability company (LLC) agreements. He has also guided clients through the sale of companies, analyzing contracts for due diligence, drafting closing checklists, and creating disclosure schedules. Prior to joining Venable, John worked at a Maryland-based law firm, where he drafted transactional documents for startups and advised financial institutions on regulatory changes and lending issues.

Gregory Packer, Jr., Associate

Gregory Packer supports clients on corporate matters. Gregory spent two years as a paralegal at a Washington, DC law firm, where he supported attorneys by conducting research, analyzing information, monitoring schedules and deadlines, and reviewing and editing documents. As a judicial intern for the Honorable Reggie B. Walton of the United States District Court for the District of Columbia and the Honorable Roderick C. Young of the United States District Court for the Eastern District of Virginia, Gregory reviewed parties' briefs, drafted settlement conference memoranda, edited and drafted the first round of memoranda opinions, and analyzed legal issues.

Matthew Quandt, Associate

Matthew Quandt helps clients solve complex transactional problems. Matthew values learning the priorities of both business and legal professionals and works to meet those needs with clear communication and pragmatic solutions. He has experience working with both corporate clients and nonprofit organizations on a variety of transactions, including stock and asset acquisitions, corporate restructuring, digital content licensing and distribution, technology transactions, and strategic partnerships. Matthew's years of paralegal experience at a major entertainment company have provided him with the insight to negotiate deal terms to maximize his client's position.