USA

Nationwide

Corporate/M&A


Nationwide : AN INTRODUCTION

Contributed by Wachtell, Lipton, Rosen & Katz

The mergers and acquisitions environment since the beginning of 2013 has seen a host of new challenges and legal considerations. Targets and acquirers are seizing on the opportunity to take on large transactions and are demonstrating a willingness to take on complexity as needed to effect their economic goals. Meanwhile, deals continue to attract ever more scrutiny from investors, regulators and plaintiffs. However, as companies contend with these matters, new opportunities become available that can be taken advantage of with discipline, planning, creativity and conviction.

Unsolicited Bids and Deal Activism 

Hostile bids are hardly a new feature of the M&A landscape, but they have recently been deployed in increasingly high-profile transactions and public battles. Pfizer recently announced its “final” offer to acquire AstraZeneca, which was rejected by AstraZeneca. At the time of writing, Pfizer’s response, if any, remains to be seen. Dish made an unsolicited bid for Clearwire; when Clearwire’s controlling stockholder, Sprint, topped the bid, Dish bid to acquire Sprint instead. Charter Communications announced an unsolicited bid for Time Warner Cable and, when rebuffed, announced its intent to nominate a slate of directors to replace the Time Warner Cable board – only days before Comcast struck a deal to acquire Time Warner Cable.

In addition, bidders continue to innovate in ways that present new threats to targets. Valeant Pharmaceuticals' team-up with activist hedge fund Pershing Square permitted the quick accumulation of a block of Allergan stock before early-warning disclosure requirements were triggered and may be a blueprint for other strategic-activist pairings. Activists have also had some successes in agitating for amendments to already announced deals, including in Michael Dell’s and Silver Lake Partners’ take-private of Dell, but they can still be rebuffed, as with Starboard Value’s attempt to drum up opposition to Shuanghui’s acquisition of Smithfield Foods.

Preparation and planning are key to successfully responding to these matters, and by the time the bid or activism has emerged, it is often too late to do the most good. Understanding the potential threats as a target, and fully exploring the available toolkit as an acquirer, creates the best chance of creating leverage over a counterparty and negotiating a favorable outcome.

Regulatory Hurdles 

Antitrust and other regulatory hurdles continued to play a major role in dealmaking. A number of deals faced tough regulatory challenges including, among others, Anheuser-Busch InBev’s acquisition of Grupo Modelo, the merger of US Airways and American Airlines, the merger of Office Depot and Office Max, and the combination of Publicis and Omnicom. US telecommunications regulators have been unusually vocal about potential deals among cellular telephony providers and cable and broadband providers, even in advance of deal announcements. While many of these deals have ultimately passed regulatory muster, the deal terms must still take account of significant regulatory friction.

Accordingly, it remains critical to focus on regulatory-related merger terms, including so-called “efforts” clauses, termination and reverse termination fees, and cooperation obligations. As an example, the last few months saw a sharp reversal of a trend in increasing regulatory termination fees. Under pressure from an unsolicited bid and potential proxy contest by Charter Communications, Time Warner Cable agreed to have no regulatory break fee in its transaction with Comcast (and Comcast agreed to no break fee in the event its bid were topped). Likewise, AT&T, having paid the largest regulatory termination fee in history in 2011 in its unsuccessful bid for T-Mobile USA, went to the other extreme in refusing to agree to any regulatory break fee in its deal for DirecTV. In another context, the Hertz/Dollar Thrifty transaction attempted to pre-wire an antitrust remedy by divesting the Advantage brand, but was ultimately ordered to make significant additional divestitures. Understanding the considerations around setting these terms and the potential outcomes and risks becomes a core concern in a challenging regulatory environment.

Inversion Transactions 

While cross-border M&A retreated somewhat, it continued to be a force in the M&A market generally. In particular, inversion transactions, in which companies structure transactions that result in reincorporation in a tax-favorable jurisdiction, grew in prominence. While the reduction in tax burden that can be realized from such a transaction is undeniably attractive, inversion transactions require particular care and attention to manage existing tax attributes and attributes created by the transaction, corporate governance requirements, multiple legal and taxation regimes, political considerations and general complexity.

Developments in Corporate Law 

The most basic corporate legal principles applicable to M&A continued to evolve. Delaware introduced a new tender offer structure that eliminated the need for top-up options in order to complete an immediate second-step merger without shareholder approval. This led to a flurry of deals such as Harland Clarke’s acquisition of Valassis and Mallinckrodt’s acquisition of Cadence Pharmaceuticals, which were structured as tender offers to permit the fastest possible execution. Delaware courts contributed to the ferment with rulings easing the scrutiny applied to controlling stockholders engaging in a take-private merger under certain circumstances, thereby bringing the legal regimes governing tender offers and mergers closer together, and approving bylaws that improve the predictability of stockholder suit outcomes by requiring such suits to be brought in Delaware courts. In Third Point LLC v Ruprecht, Delaware courts also considered the shareholder rights plan in the context of modern shareholder activism and concluded that rights plans are not limited to takeovers, and that the Sotheby’s board was permitted to use a rights plan in response to a proxy contest led by Third Point.

Creativity, adaptability and care remain key to navigating rapid changes in the legal environment. New structures and processes undoubtedly create new opportunities, but also require the creation of M&A technologies that present novel and untested questions. Use of these technologies does not exempt a board of either an acquirer or target from complying with their basic fiduciary duties. As if to emphasize this, Delaware courts also fired off a few warning shots, including on reasonable M&A processes, proper oversight of advisers, and use of “poison put” change-of-control clauses, where they viewed boards as having overstepped their bounds.

The Year Ahead 

As always, predictions about the future of the mergers and acquisitions market are highly speculative and dependent on any number of unpredictable economic, financial and legal matters. However, this last year has clearly shown that deals can thrive in the midst of rapid change and even market or regulatory hostility. A deep understanding of the fundamental goals of any transaction and the challenges presented in the M&A environment enables the development of innovative and nuanced solutions. Whatever the coming year holds, the ability to develop these strategies and implement them decisively will surely remain key to successfully pursuing attractive opportunities.

Corporate/M&A: Highly Regarded - Nationwide

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Band 1 | Dechert LLP

第一等 |

Basic facts about the department
Key offices include New York and Philadelphia.

What the team is known for Highly regarded transactional practice with a strong presence in private equity and the financial services sector. Handles high-value and strategically significant transactions, both domestic and cross-border.

Strengths (Quotes mainly from clients)
"Very strong corporate/M&A group. The team is very knowledgeable across all facets of their business."

"Very cost-effective. They spend their time carefully and use younger people where appropriate."

Work highlights Acted for Crown Holdings on its EUR1.2 billion acquisition of Spanish food packaging producer Mivisa from funds managed by affiliates of Blackstone.

Advised MacDermid and its stockholders on the company's acquisition by Platform Acquisition Holdings.

Notable practitioners

Henry Nassau is chair of the corporate practice and a key contact.

Significant clients Amkor Technology, Celgene, Select Medical Corporation, Siemens, Dow.

第一等 |

Basic facts about the department
Key offices include Boston, New York, San Francisco, Silicon Valley, Los Angeles and Washington, DC.

What the team is known for National firm with broad geographical coverage and an active transactional practice. Known for a strong private equity offering and expertise in the technology, life sciences, real estate and financial services sectors.

Strengths (Quotes mainly from clients) 
"The entire Goodwin Procter team has provided not only outstanding legal counsel but also sound business advice. Customer service has also been incredible. Everyone is available any hour, day or night."

"An excellent firm. A very strong private equity practice." 

Work highlights Acted for Onyx Pharmaceuticals in connection with its $10.4 billion sale to Amgen.

Advised AvalonBay Communities in partnership with Equity Residential to acquire Archstone for approximately $16 billion.

Notable practitioners 

Joseph Johnson is chair of the M&A and corporate practice and is a key contact.

Significant clients Frazier Healthcare, JMI Equity, Jumptap, Mid-America Apartments, TripAdvisor.

第一等 |

Basic facts about the department
Key offices include New York and Miami.

What the team is known for Well-regarded transactional practice handling high-value domestic and cross-border M&A. Noted for expertise in the telecom, energy, consumer and manufacturing industries. Also recognized for representation of financial advisers in connection with M&A transactions.

Strengths (Quotes mainly from clients) 
"They've always had an excellent and global practice." 

"They have a really strong international platform." 

Work highlights Advised DISH Network on its $25.5 billion unsolicited proposal to acquire Sprint.

Acted for Canadian distribution utility Fortis in relation to its $1.5 billion acquisition of CH Energy Group.

Notable practitioners

John Reiss is global head of the corporate/M&A practice and is a key contact.

Significant clients Disney, WellPoint, Hess Corporation, Omnicare, EchoStar.

第一等 |

Basic facts about the department
Key offices include Palo Alto, San Francisco and Seattle.

What the team is known for Preeminent technology sector firm and a key player in the M&A market. Represents private and public companies in high-value and business-critical transactions, with particular strength in the venture capital space. Also advises a number of life science and clean technology clients.

Strengths (Quotes mainly from clients)
"Their strength in the technology space puts them in a position to play a lead role in interesting transactions. I think Wilson is number one in their industry and, as a result, are involved in some interesting deals."

"Wilson historically has a good foothold in Silicon Valley. A large group of lawyers there have worked with technology companies and have been with Wilson for a long time. They've been successful because they have been able to work for clients on both sides of deals."

Work highlights Acted for Micron Technology on the $2.5 billion acquisition of Elpida Memory.

Advised Climate Corporation on its $1.1 billion sale to Monsanto.

Notable practitioners

Larry Sonsini is chairman of the firm and a key contact.

Significant clients Autodesk, LinkedIn, Netflix, Riverbed Technology, eHealth.

第二等 |

Basic facts about the department
Key offices include Boston, Los Angeles and Silicon Valley.

What the team is known for Represents public and private companies and private equity firms on a range of transactional matters. Particularly active in the technology sector.

Strengths (Quotes mainly from clients)
"They present great alternative paths to success and think outside the box."

"Bingham McCutchen has great depth across many practice areas and is one of the most responsive firms we work with."

Work highlights Acted for Oracle in its acquisition of telecom technology company Tekelec.

Advised Acme Packet on its $2.1 billion acquisition by Oracle.

Notable practitioners

Kevin Sheridan is co-head of the corporate group and a key contact.

Significant clients Kayak Software, Tempur-Pedic, Honeywell, Sierra Trading Post, Citrix.

第二等 |

Basic facts about the department
Key offices include New York, San Francisco, Silicon Valley, San Diego, Los Angeles, Atlanta, Boston, Chicago, Seattle and Washington, DC.

What the team is known for Well-regarded firm with exceptional reach across the USA and internationally. Broad-based transactional practice noted for its expertise in venture capital and private equity matters and in life sciences, technology and real estate.

Strengths (Quotes mainly from clients)
"One of its greatest strengths is its unprecedented scope geographically and its impressive consistency of quality advice."

"DLA has a competitive bill rate and position in the market, and drives hard to exceed the expectations of its clients." 

Work highlights Advised Pfizer in relation to the $11.9 billion acquisition of its infant nutrition business by Nestlé.

Acted for W.P. Carey in its $4 billion merger with its affiliate, Corporate Property Associates 16 – Global Incorporated.

Notable practitioners 

Jonathan Klein is chair of the US M&A practice and a key contact.

Significant clients The Active Network, Teavana, Jindal Poly Films, Al Jazeera Media Network, Life Technologies.

第二等 |

Basic facts about the department
Key offices include Chicago, Miami and New York.

What the team is known for National firm with an active mid and upper-midmarket practice. Represents both strategic clients and private equity firms, with expertise in the healthcare, life sciences, food and beverage, and industrial sectors.

Strengths (Quotes mainly from clients)
"McDermott Will & Emery has a really strong team; great regional and national coverage."

"Very sophisticated and high-level advice." 

Work highlights Acted for Ascension Health on its joint venture with Narayana Health to develop and operate a hospital in the Cayman Islands.

Acted for Tyco and its then subsidiary ADT on the acquisition of home security company Absolute Security.

Notable practitioners 

David Goldman is chair of the corporate department and a key contact.

Significant clients Global Eagle Acquisition Corp, ProBuild, Olam International, Irving Oil, Veloxis Pharmaceuticals.

第二等 |

Basic facts about the department Key offices include New York, Los Angeles and Philadelphia.

What the team is known for Active transactional practice with a strong national footprint. Represents a range of clients, including principals, investors and banks, in domestic and cross-border transactions. Particular expertise in the life sciences, energy and private equity.

Strengths (Quotes mainly from clients) 
"All very responsive, very thoughtful in their approach, and definitely have a client-oriented approach to problem-solving."

"We like them because they're very sophisticated, but they staff efficiently." 

Work highlights Acted for pharma company Auxilium in its $585 million acquisition of Actient Holdings.

Advised SK Capital Partners on the $400 million acquisition of a number of specialist businesses from Clariant.

Notable practitioners

Richard Aldridge is cochair of the M&A practice and a key contact.

Significant clients Apollo, Ares Capital, Buckeye Partners, Pearson, Prudential.

第二等 |

Basic facts about the department
Key offices include San Diego, Los Angeles, Atlanta, Chicago and New York.

What the team is known for International firm with a strong US footprint and sector expertise in technology, life sciences and media. Frequently called upon for strategically significant cross-border transactions.

Strengths (Quotes mainly from clients)
"Excellent level of service. They made the process easier for us.” 

Work highlights Acted for Samsung Electronics in connection with its acquisition of Swedish wireless semiconductor company Nanoradio AB.

Advised Ardea Biosciences on its $1.26 billion acquisition by UK-based biopharmaceutical company AstraZeneca.

Notable practitioners

Carl Sanchez is head of the global M&A practice and a key contact. 

Significant clients Shuanghui International, Centerline Holding, Dole Food, GE, Gannett.

第二等 |

Basic facts about the department
Key offices include Los Angeles, New York and Washington, DC.

What the team is known for Well-regarded firm with a good presence in the national transactional market. Considerable private equity expertise and a focus on real estate and the sports industry.

Strengths (Quotes mainly from clients)
"Proskauer do so much work for REITs and have a very strong practice in that regard." 

Work highlights Advised an investor group, including CPPIB and funds managed by Ares, on the $6 billion acquisition of Neiman Marcus from TPG and Warburg Pincus.

Advised American Realty Capital Partners in connection with four mergers, including agreements with Cole Real Estate Investments, American Realty Capital Trust IV, CapLease and American Realty Capital Trust III.

Notable practitioners 

Michael Woronoff is co-head of the M&A and private equity groups and a key contact.

Significant clients Accor, Neuberger Berman, Church & Dwight, BTG Pactual, Charterhouse Group.

第三等 |

Basic facts about the department
Key offices include Austin, Dallas and Houston.

What the team is known for Handles a range of corporate and M&A mandates for public and private companies, with a particular focus on the energy sector.

Strengths (Quotes mainly from clients)
"A robust, middle market, oil and gas-related practice. They've been well known in that space for years."

Work highlights Acted for Kinder Morgan in the $6.2 billion sale of Tennessee Gas Pipeline to Kinder Morgan Energy Partners. 

Advised Chesapeake Energy on the $2.16 billion sale of midstream business assets to Access Midstream.

Notable practitioners

Gregory Bopp is head of the business and regulatory group and is a key contact.

Significant clients Plains Exploration & Production Company, Three Rivers Operating, Noble Energy, Lufkin Industries, Evercore Partners.

第三等 |

Basic facts about the department
Key office is New York.

What the team is known for Focuses on complex corporate transactions. Acts for public and private companies, financial advisers, special committees and boards of directors.

Work highlights Acted for Elan on the $3.25 billion sale to Biogen Idec of its 50% interest in the Tysabri product.

Advised Towers Watson in relation to the $250 million sale of the stock and assets of its reinsurance brokerage business to JLT Re (North America) and certain of its affiliates.

Notable practitioners 

Louis Bevilacqua is head of the M&A group and a key contact.

Significant clients JPMorgan, Nektar Therapeutics, Salix Pharmaceuticals, Scotts Miracle-Gro, CIT Group.

第三等 |

Basic facts about the department
Key offices include New York and Washington, DC.

What the team is known for Highly-regarded corporate and M&A practice. Considerable experience advising clients in regulated industries such as the life sciences, healthcare, energy and financial services.

Strengths (Quotes mainly from clients)
"I think that they have incredible knowledge of the healthcare space - industry-specific knowledge. I think they are highly capable in terms of M&A, licensing, divestments and asset purchases."

"They have a very solid reputation. They're a really good, high-quality firm." 

Work highlights Represented SandRidge Energy in its $2.6 billion sale of Permian Basin oil and gas assets to Sheridan Production Partners.

Acted for AstraZeneca on its $1.26 billion acquisition of Ardea Biosciences, and for AstraZeneca subsidiary MedImmune on its acquisition of AlphaCore Pharma.

Notable practitioners

Catherine Dargan is cochair of the M&A practice and a key contact. 

Significant clients Johnson & Johnson, Grupo Financiero Banorte S.A.B. de C.V., Illumina, Microsoft, Omthera Pharmaceuticals.

第三等 |

Basic facts about the department
Key offices include Miami, Orlando, Chicago, New York, Atlanta, Denver and Las Vegas.

What the team is known for National firm with wide geographical coverage and an active transactional practice. Frequently called upon for financial adviser and private equity representations.

Strengths (Quotes mainly from clients)
"The firm is effective and practical." 

Work highlights Acted for Barclays, as financial adviser to Buckeye Technologies, in relation to the specialty fiber company's $1.5 billion acquisition by Georgia-Pacific.

Acted for AstraZeneca in connection with its $1.15 billion acquisition of Pearl Therapeutics.

Notable practitioners

Gary Epstein is chair of the corporate practice and a key contact.

Significant clients Merrill Lynch, Jefferies, Hard Rock International, Brightstar, Platform Acquisition Holdings.

第三等 |

Basic facts about the department
Key offices include Chicago and New York.

What the team is known for Active transactional practice with particular expertise in regulated industries such as life sciences and financial services. Additional expertise in private equity and asset management.

Strengths (Quotes mainly from clients)
"It really was excellent, and when we needed great service they gave it." 

"They're very responsive, very detail-oriented, very outside-the-box thinkers, very attuned to the industry that we work in and aware of the type of issues that we need their assistance with."

What's new? Fox Sports Networks is a new client.

Work highlights Acted for News Corporation in its approximately $4.3 billion acquisition of a 49% stake in YES Network.

Advised Honeywell in connection with its $525 million acquisition of 70% of Thomas Russell.

Notable practitioners

Joseph Gromacki is head of the corporate practice and a key contact.

Significant clients GM, Hertz, Guggenheim Corporate Funding, Equity Group Investments, US Foods.

Band 3 | K&L Gates

第三等 |

Basic facts about the department
Key offices include Chicago, New York, Pittsburgh, Boston and Seattle.

What the team is known for National firm with extensive geographical network. Represents clients in a wide range of industries on high-end and midmarket transactions.

Strengths (Quotes mainly from clients)
"One of their strongest points is the consistent capacity to effectively communicate their expertise."

"Good ability to interact with multiple parties to accomplish goals."

Work highlights Acted for AMR Corporation, parent company of American Airlines, in connection with the merger of American Airlines and US Airways.

Advised Darling International in connection with its approximately $2.2 billion acquisition of Vion Ingredients from Vion Holding N.V.

Notable practitioners

Robert Zinn is co-leader of the corporate transactional practice and a key contact.

Significant clients Arch Coal, Brightstar, Broadcom, Exact Sciences, LabCorp.

第三等 |

Basic facts about the department
Key offices include Atlanta, Charlotte, New York, Silicon Valley and San Francisco.

What the team is known for Well-regarded transactional practice with a focus on energy, life sciences, financial services and technology. Impressive client roster dotted with high-profile clients and household names.

Strengths (Quotes mainly from clients)
"Has the resources of a large firm combined with the attention of a small firm."

"We have utmost confidence and respect for their advice."

Work highlights Acted for Sprint in connection with its $7 billion acquisition of the remaining Clearwire shares it did not already own.

Represented Roper Industries in its $1 billion acquisition of Managed Health Care Associates.

Notable practitioners 

Mike Egan is co-head of the M&A practice and a key contact.

Significant clients GE, Roark Capital Group, Total System Services, The Home Depot, GlaxoSmithKline.

Corporate/M&A: The Elite - Nationwide

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第一等 |

Basic facts about the department
Key office is New York.

What the team is known for One of New York's elite corporate and M&A firms and a key player in the nationwide market. Focuses on complex, high-value and business-critical transactions.

Strengths (Quotes mainly from clients)
"They don't miss anything. I'm always comfortable, even if I can't review the documents myself. Cravath is excellent."

"Extraordinarily knowledgeable in M&A. Excellent, timely advice and very thorough." 

Work highlights Acted for Delta Airlines on its investment in and joint venture with Virgin Atlantic.

Acted for Lender Processing Services on its approximately $2.9 billion acquisition by Fidelity National Financial.

Notable practitioners

Scott Barshay is head of the corporate department and a key contact.

Significant clients AmerisourceBergen, Barnes & Noble, DreamWorks, Johnson & Johnson, Starbucks.

第一等 |

Basic facts about the department
Key offices include New York and Menlo Park.

What the team is known for An active and well-regarded corporate and M&A practice, advising on high-end private equity matters and strategic transactions. Strong showings in New York and Northern California give excellent coverage and scope.

Strengths (Quotes mainly from clients)
"They have top-drawer expertise in the partnership in a lot of different areas and are creative problem solvers. You get the same consistent high level of service and attention from any partner in the firm."

"There is consistency with junior partners and even senior associates; all of them are of a similar quality. They are very commercial in how they approach things. When you start batting ideas around, Davis Polk don't just say 'no' - they say 'no, but here's how you could do it instead'." 

Work highlights Acted for Freeport-McMoRan Copper & Gold on the $6.9 billion acquisition of Plains Exploration & Production Company and the $3.4 billion acquisition of McMoRan Exploration Co.

Represented CNOOC on the $15.1 billion acquisition of Nexen.

Notable practitioners

John Bick is head of the corporate department and a key contact.

Significant clients Comcast, HJ Heinz, Bertelsmann, PwC, ConAgra Foods.

第一等 |

Basic facts about the department
Key offices include Silicon Valley, San Francisco, Los Angeles, San Diego, Houston, Boston, Chicago, New York and Washington, DC.

What the team is known for Powerhouse corporate and M&A firm with a towering presence in a number of key markets. Broad practice noted for excellence in strategic transactions as well as private equity and venture capital matters. Particular expertise in the energy, life sciences and financial services sectors.

Strengths (Quotes mainly from clients)
"They are very skilled, experienced, careful attorneys. As a law firm I like them because they work well as a team and are good at supporting each other."

"Top-tier, top-drawer and client-centric." 

Work highlights Acted for Actavis on its $8.5 billion acquisition of Ireland-based pharmaceutical company Warner Chilcott.

Represented Koch Industries in relation to its $7.2 billion acquisition of electronics component manufacturer Molex.

Notable practitioners

Mark Gerstein is cochair of the global M&A practice and a key contact.

Significant clients US Airways Group, GeoEye, Linn Energy, Spirit Realty Capital, Omnicom Group.

第一等 |

Basic facts about the department
Key offices include New York, Palo Alto and Los Angeles.

What the team is known for Top-flight private equity and M&A practice. Hefty presence in the national market driven by strongholds in New York and California. A sparkling client list that includes numerous household names.

Strengths (Quotes mainly from clients)
"Simpson is very client-focused and adaptable both to the industry and the needs of its clients."

"I highly value their responsiveness and availability, their level of experience and professionalism, their creativity and the breadth of their service offering - no matter what specialty you need they have someone who can help you."

Work highlights Acted for Vodafone on the $130 billion sale of its US group to Verizon, including a 45% interest in Verizon Wireless.

Advised Smithfield Food on its approximately $7.1 billion merger with Shuanghui International.

Notable practitioners

Lee Meyerson is head of the M&A group and a key contact.

Significant clients McKesson, Microsoft, Ingersoll Rand, Office Depot, Yahoo!.

第一等 |

Basic facts about the department
Key offices include New York, Palo Alto, Los Angeles, Boston, Chicago, Wilmington and Washington, DC.

What the team is known for Heavyweight M&A practice with a broad national platform. A go-to firm for complex, high-value and cross-border matters. Handles both strategic and private equity transactions.

Strengths (Quotes mainly from clients)
"If one is dealing with complex M&A, Skadden is a terrific choice for so many reasons."

"They're very user-friendly, you can get hold of them 24/7 and they are exceptionally hard-working. In specialty areas for M&A, they have everything we need - from environmental to regulatory, real estate, dispute resolution and tax."

Work highlights Advised Sprint on the $21.6 billion sale of a 78% stake to Softbank, and on the related convertible bond issue.

Acted for video game developer and publisher Activision Blizzard on its $8.2 billion separation from French media and telecoms company Vivendi.

Notable practitioners

Howard Ellin is co-head of the corporate transactions and M&A practices and is a key contact.

Significant clients Nokia, Pfizer, Valeant Pharmaceuticals, Anheuser-Busch InBev, News Corporation.

第一等 |

Basic facts about the department
Key offices include New York and Los Angeles.

What the team is known for Strong reputation for corporate, M&A and private equity matters in a range of sectors, including life sciences, technology and financial services. Active in strategically significant M&A transactions both domestically and internationally.

Strengths (Quotes mainly from clients)
"The group's responsiveness, depth and span of skill sets, and general deal-savvy are without equal." 

Work highlights Acted for Perrigo on its approximately $8.6 billion acquisition of Ireland-based Elan Corp.

Acted for IntercontinentalExchange (ICE) on its approximately $82 billion acquisition of NYSE Euronext.

Notable practitioners

Joseph Frumkin leads the M&A group and is a key contact.

Significant clients PacWest, Priceline.com, Goldman Sachs, AT&T, Amgen.

第一等 |

Basic facts about the department
Key office is New York.

What the team is known for Premier reputation in the national market for high-profile and business-critical corporate transactions. Enviable client roster and strong bench of highly regarded attorneys.

Strengths (Quotes mainly from clients)
"They are all fantastic, incredibly hard-working. There is no way we would have gotten the transaction done without them."

"When they say 'this is market', people tend to listen. They're all top-notch, and generally they've always been quite nice and quite reasonable." 

Work highlights Acted for Copano Energy on its acquisition by Kinder Morgan for approximately $5 billion.

Represented Publicis in connection with its $35.1 billion merger with Omnicom.

Notable practitioners

Andrew Brownstein is co-head of the corporate group and a key contact.

Significant clients Corning, CapitalSource, Apollo Global Management, Leap Wireless, Morgan Stanley.

第二等 |

Basic facts about the department
Key offices include New York and Washington, DC.

What the team is known for An established name in the national market, known for high-quality transactional advice on both domestic and cross-border matters.

Strengths (Quotes mainly from clients)
"I was truly impressed by Cleary; their level of service, knowledge and demeanor."

"My experience with Cleary has been that they are very solid and very good practitioners."

Work highlights Acted for Neiman Marcus Group, Warburg Pincus and TPG Capital on the $6.1 billion sale of Neiman Marcus to Ares Management and the CPP Investment Board.

Acted for entities controlled by Amazon.com founder and CEO Jeffrey Bezos on the $250 million acquisition of The Washington Post from The Washington Post Company.

Notable practitioners

Corporate partner Paul Shim is a key contact.

Significant clients Booz & Company, Google, Brightstar, Scientific Games, Stanley Black & Decker.

第二等 |

Basic facts about the department
Key office is New York.

What the team is known for Well-known name in the national corporate and M&A markets, acting on high-profile and sophisticated transactions. Represents private and public companies, private equity firms and financial institutions.

Strengths (Quotes mainly from clients)
"They are a group of experts that have your back, will go the extra mile and will do everything to make you succeed."

"Extraordinarily helpful, very knowledgeable and very creative." 

Work highlights Acted for Principal Financial Group on its $1.5 billion acquisition of Chilean pension manager AFP Cuprum.

Represented The Carlyle Group, in partnership with Getty Images' management, on the $3.3 billion acquisition of Getty Images from Hellman & Friedman.

Notable practitioners

Paul Bird is cochair of the corporate practice and a key contact.

Significant clients Clayton, Dubilier & Rice, International Paper, Pernod Ricard, Schneider Electric, Tribune Company.

第二等 |

Basic facts about the department
Key offices include Palo Alto, San Francisco, Los Angeles, Dallas, New York, Denver and Washington, DC.

What the team is known for Full-service firm with a broad geographical footprint. Handles large and complex corporate transactions for public and private companies, private equity firms and financial advisers.

Strengths (Quotes mainly from clients)
"One of the principal reasons we hired them was their combination of regulatory expertise and M&A. A lot of firms have that, but we've had great experience working with great lawyers, at both partner and associate level."

"Very accessible and knowledgeable." 

Work highlights Acted for MetroPCS in relation to its $32 billion business combination with T-Mobile USA.

Advised MidAmerican Energy on its $10 billion acquisition of NV Energy.

Notable practitioners

Barbara Becker is cochair of the M&A practice group and a key contact.

Significant clients Ameristar Casinos, Morgan Stanley, Vivendi, Lazard, ExactTarget.

第二等 |

Basic facts about the department
Key offices include Chicago, New York, Los Angeles, San Francisco, Palo Alto and Washington, DC.

What the team is known for National firm with a strong and growing reputation in the M&A market. Acts on high-profile and complex transactions for an excellent roster of corporate and private equity clients.

Strengths (Quotes mainly from clients)
"Very strong in private equity and have made great strides to broaden their practice into strategic work. They are hitting on all sides."

"We have always been impressed. We always use them because we know what we're going to get."

What's new? Accenture, Blackstone and Hess Corporation are new clients.

Work highlights Advised 3G Capital on its acquisition, along with Berkshire Hathaway, of HJ Heinz, a transaction valued at around $28 billion.

Acted for NRG in its $4.1 billion merger with GenOn.

Notable practitioners

Corporate partner David Fox is a key contact.

Significant clients Bristol-Myers Squibb, Clearwire, Duff & Phelps, Community Health Systems, Bain Capital.

第二等 |

Basic facts about the department
Key offices include New York and Boston.

What the team is known for Major name in corporate, M&A and private equity matters. Engaged on high-value and business-critical transactions for clients in a range of industries, including technology and life sciences.

Strengths (Quotes mainly from clients)
"The partners and associates have their finger on the pulse on the market, the law and legal developments."

"Weil has smart lawyers, is client-focused and responsive, and offers cutting-edge advice."

Work highlights Acted for Applied Materials on its $29 billion business combination with Tokyo Electron.

Advised GE in relation to the $18.1 billion sale of its 49% stake in NBCUniversal, as well as the separate $3.3 billion acquisition of Lufkin Industries.

Notable practitioners

Michael Aiello is chairman of the corporate department and a key contact.

Significant clients Sanofi, Kinder Morgan, Providence Equity Partners, Leucadia National, Oracle.

第三等 |

Basic facts about the department
Key offices include New York and Washington, DC.

What the team is known for Go-to for cross-border and complex M&A matters, with a strong reputation in the market. Sector expertise includes technology, energy and defense.

Strengths (Quotes mainly from clients)
"The firm has a focused approach in terms of identifying the issues that matter."

"The firm has kept abreast of regulatory and economic issues and been helpful in navigating them."

What's new? New clients include BlackRock Investment Management and Moelis.

Work highlights Represented NetSpend Holdings on its $1.4 billion acquisition by Total System Services.

Acted for RedPrairie on its $1.9 billion take-private acquisition of JDA Software.

Notable practitioners 

Robert Schwenkel leads the corporate and M&A groups and is a key contact.

Significant clients Virgin Media, Thomson Reuters, Rio Tinto, Merck, CVR Energy.

Band 3 | Jones Day

第三等 |

Basic facts about the department
Key offices include New York, San Francisco, Silicon Valley, Cleveland, Atlanta, Dallas, Houston and Chicago.

What the team is known for International firm with a broad US footprint and a busy M&A practice and a go-to for large and cross-border transactions. Experience representing both private equity and corporate clients.

Strengths (Quotes mainly from clients)
"Very responsive and also very practical lawyers. They understand the business considerations for transactions as well as the finer legal points."

"For a very large firm with a lot of people, they do a very good job of maintaining high quality across every team we see." 

Work highlights Acted for Tokyo Electron in its $29 billion business combination with Applied Materials.

Represented Cooper Tire & Rubber in connection with its approximately $2.5 billion acquisition by a subsidiary of Apollo Tyres.

Notable practitioners

Robert Profusek leads the M&A practice and is a key contact.

Significant clients ACI Worldwide, Axiall, ConAgra Foods, Gavilon Holdings, Jefferies.

第三等 |

Basic facts about the department
Key office is New York.

What the team is known for Highly regarded New York firm with an established reputation in the national market. Represents private equity firms as well as private and public companies in high-value, cross-border and strategically significant transactions.

Strengths (Quotes mainly from clients)
"A very strong group of lawyers, top to bottom." 

"A great firm that seems to be doing better every year. They have an extraordinary private equity and hedge fund practice."

Work highlights Acted for Harland Clarke in connection with the $1.2 billion sale of MacAndrews & Forbes to Davis + Henderson.

Acted for General Atlantic in the EUR1.02 billion joint acquisition of a 50% stake in Santander Asset Management with Warburg Pincus.

Notable practitioners

Paul Ginsberg is co-head of the M&A group and a key contact.

Significant clients Apollo Global Management, Citigroup, Oak Hill Capital Partners, Time Warner Cable, Ericsson.

第三等 |

Basic facts about the department
Key offices include New York, Palo Alto and San Francisco.

What the team is known for Well-regarded corporate and M&A practice with a consistent showing on the national platform. Offers high-quality advice on cross-border and high-stakes transactions.

Strengths (Quotes mainly from clients)
"Very strong in the M&A field. Consistently excellent work and delightful people to work with."

"They're very experienced and very practical. They get things done and have proven to have excellent judgment in negotiations." 

Work highlights Acted for Liberty Global in its $23.3 billion acquisition of Virgin Media.

Acted for GE in the $4.3 billion acquisition of Avio's aviation business.

Notable practitioners

George Casey is global head of the M&A department and a key contact.

Significant clients Anglo American, Citigroup, Corning, Dow, Thomson Reuters.

第三等 |

Basic facts about the department
Key offices include Chicago, New York, Palo Alto, San Francisco and Los Angeles.

What the team is known for Handles a wide range of corporate and M&A matters for strategic clients and private equity firms. Impressive national profile.

Strengths (Quotes mainly from clients)
"They've provided very practical guidance and helped us navigate a lot of issues that are unique to us, where you can't just go to the book and find an answer."

"They've got great breadth both in substantive expertise and geographical coverage."

Work highlights Advised NV Energy on its $10 billion acquisition by Berkshire Hathaway subsidiary MidAmerican Energy Holdings.

Acted for Lone Star Funds on the $8.7 billion acquisition of the assets of Royal Park Investments.

Notable practitioners

Paul Choi is co-head of the M&A practice and a key contact.

Significant clients AIG Highstar Capital, BNP Paribas, Morgan Stanley, Compass Investment Partners Fund, Starwood Property Trust.

第四等 |

Basic facts about the department
Key offices include Houston, Austin, Dallas, New York and Washington, DC.

What the team is known for Leading energy firm with a busy and nationally significant transactional practice. Also handles M&A transactions within the media, entertainment, telecom and technology sectors.

Strengths (Quotes mainly from clients)
"Great M&A lawyers with a really strong practice." 

"Outstanding commitment to M&A." 

Work highlights Acted for CenterPoint Energy in connection with its approximately $11 billion midstream joint venture with OGE Energy and ArcLight Capital Partners.

Advised Contran Corporation and Titanium Metals Corporation on the approximately $2.9 billion acquisition of Titanium Metals Corporation by Precision Castparts.

Notable practitioners

David Kirkland is chair of the corporate department and a key contact.

Significant clients LINN Energy, CA Technologies, Marathon Oil Corporation, Liberty Media, Schlumberger.

第四等 |

Basic facts about the department
Key offices include New York, Denver, Miami and Washington, DC.

What the team is known for Sizable practice with a good reputation and a solid footing nationally. Particularly active in private equity, REIT and life science transactions. Often called upon for deals with a regulatory component.

Strengths (Quotes mainly from clients)
"Service-oriented, everything you'd hope to have at a large firm. We truly believe our business is appreciated." 

"I have been very happy with their capability on large international complex issues." 

Work highlights Acted for Dell on its approximately $24 billion going-private transaction.

Represented Equity Residential in its $16 billion acquisition of Archstone from Lehman Brothers.

Notable practitioners

Joseph Gilligan is cochair of the M&A practice and a key contact.

Significant clients News Corporation, GE, Lockheed Martin, ExxonMobil, LabCorp.

第四等 |

Basic facts about the department
Key offices include San Francisco, Palo Alto, San Diego, Los Angeles, New York and Washington, DC.

What the team is known for Busy and effective M&A group with a forte in technology, life science and venture capital matters. Frequently called upon for cross-border transactions, particularly those with an Asian component.

Strengths (Quotes mainly from clients)
"MoFo attorneys are practical, business-minded professionals. I would highly recommend them because they deliver excellent value."

"A global firm. They are good at getting us people in other countries if we need help. They are responsive and great colleagues. They don't overwork a matter, they are very efficient."

What's new? New clients include McKesson, Yahoo! and Caesars.

Work highlights Advised Japanese telecommunications and internet company SoftBank on its $21.6 billion acquisition of a 78% stake in Sprint.

Acted for Sourcefire, a cybersecurity company, on its $2.7 billion acquisition by Cisco.

Notable practitioners

Spencer Klein is cochair of the global M&A group and a key contact.

Significant clients Intel Capital/Intel Corporation, Gruppo Campari, Arbitron, DaVita, Walmart.

第四等 |

Basic facts about the department
Key offices include Boston and New York.

What the team is known for Recognized name in the national M&A market, with particular expertise in private equity, healthcare and financial services matters.

Strengths (Quotes mainly from clients)
"A law firm for private equity folks. They've got it all: great IP, financing, tax, great deal experience and international offices." 

"Extremely experienced team and a very commercial outlook." 

What's new? Madison Dearborn Partners is a new client.

Work highlights Acted for the special committee of Cole Credit Property Trust II in connection with the REIT's $7.4 billion merger with Spirit Realty Capital.

Advised Johnson & Johnson on its $1 billion acquisition of small molecule drug delivery company Aragon Pharmaceuticals.

Notable practitioners

Jane Goldstein is co-head of the M&A group and a key contact.

Significant clients Biogen Idec, Pfizer, China Everbright, Becton Dickinson and Company, EMCOR Group.

第四等 |

Basic facts about the department
Key offices include Houston, Dallas, Austin and New York.

What the team is known for Giant in the energy sector representing public and private companies and private equity firms. Handles high-value and complex mergers, acquisitions, divestitures and strategic alliances.

Strengths (Quotes mainly from clients)
"Great at identifying issues and telling us how we can solve them. They're able to quickly assess the half dozen things that really matter - they'll return things in the same day with what we really need to think about on it."

"Good, constructive lawyers with a deep bench." 

What's new? Michael Saslaw joins from the Dallas office of Weil, Gotshal & Manges.

Work highlights Acted for PVR Partners on the $5.6 billion merger with Regency Energy Partners.

Advised Huntsman on its $1.1 billion, multijurisdictional acquisition of the titanium dioxide, color pigments and timber treatment businesses of Rockwood Holdings.

Notable practitioners

Keith Fullenweider is head of the M&A and private equity practice and is a key contact.

Significant clients Clearlake Capital Group, Lime Rock Partners, MarkWest Energy Partners, Pioneer Natural Resources, TPG Capital.

第四等 |

Basic facts about the department
Key office is New York.

What the team is known for New York firm with an established reputation in the national market, acting for principals, special committees of boards, investors and financial advisers. Particularly known for insurance and asset management client representations.

Strengths (Quotes mainly from clients)
"Their strengths include the ability to stay calm in extremely stressful situations, to remain levelheaded, and to know what are the important issues and what are the peripheral ones."

"They were brilliant: really quick at coming back, and I found their responses were very commercial." 

Work highlights Acted for Merrill Lynch, as financial adviser to the special committee of the board of directors of Sprint, in connection with SoftBank's $21.6 billion acquisition of a 72% stake in Sprint.

Acted for Ion Investment Group on the approximately $900 million acquisition of Triple Point Technology.

Notable practitioners

David Boston is cochair of the M&A practice and a key contact.

Significant clients Auxilium, Elior, Aquiline Capital Partners, Insight Venture Partners, AREA Property Partners.

Foreign Experts

Foreign Experts are individuals with expertise in a different jurisdiction to the one they are based in. These individuals are particularly highly regarded for international and cross-border work. Usually, they will be identified in the jurisdiction in which they are based and in their country of expertise.

Senior Statesman

A 'Senior Statesman' is a lawyer who no longer works hands-on with the same intensity but who, by virtue of close links with major clients, remains pivotal to the firm’s success.

Eminent Practitioners

'Eminent Practitioners' are highly influential lawyers in a particular practice area who, due to managerial or client relationship commitments, are less active in day-to-day work but remain key players in the team.

Other Noted Practitioners

Other Noted Practitioners are individuals who have not yet been ranked but are seen to be active and accomplished in this area of law.

Other Noted Firms

Other Noted Firms are firms that have not yet been ranked but are seen to be active and accomplished in this area of law.