- Co-Chairmen of the Executive Committee: Edward D Herlihy, Daniel A Neff
Firm Overview: Wachtell, Lipton,Rosen & Katz enjoys a global reputation as one of the world’s leading business law firms.The firm’s vast experience means it regularly handles many of the largest, most complex and demanding transactions in the United States and around the world. Wachtell Lipton also focuses on sensitive investigation and litigation matters and corporate restructurings, and in counseling boards of directors and senior management in the most sensitive situations.
A Unique Approach: Wachtell Lipton approaches its clients’ legal issues always within the larger framework of the client’s strategic, business and financial goals. The firm focuses on matters that require the attention, extensive experience, expertise and reputation of its partners. In order to provide this partner-intensive service, the firm generally does not handle routine matters, it limits the number and type of matters it undertakes and it operates with a ratio of partners to associates far above that of major competitors. Matters undertaken by the firm are at all times afforded the direct personal attention of partners having expertise and sophistication with respect to the issues.
People: Wachtell Lipton is consistently ranked as one of the most prestigious and desirable law firms to work for in the United States, enabling the firm to attract the most outstanding and motivated attorneys and law school graduates in the United States and from around the world.
Achievements: Wachtell Lipton consistently ranks near the very top of legal advisors by transaction dollar volume, even though it is significantly smaller than all of its major competitors. Over the past ten years, the firm has been the legal advisor on four of the five largest transactions in the United States and four of the ten largest transactions globally, as well as numerous other acquisition and restructuring transactions across many industries and of every description.
Clients: Clients include enterprises of virtually every nature in the United States and around the world, including industrial firms, financial institutions, leveraged buyout houses, securities firms, healthcare and pharmaceutical providers, technology companies and media and information systems companies,many of which are Fortune 500 companies and other leading enterprises.
Advancing the Law: The firm has repeatedly contributed to major evolutions in corporate law in order to advance the interests of its clients.Among other things,Wachtell Lipton originated the shareholder rights plan or the ‘poison pill’, structured the first cross-border ‘Morris Trust’ transaction between SmithKline Beckman and Beecham and has been involved in the transactions giving rise to most of the landmark corporate governance decisions in Delaware, including Household, Revlon, Newmont Mining, Macmillan, Interco, Time Warner, QVC and, most recently, Airgas. The firm also represented the successful defendants in Morrison v. National Australia Bank, the landmark US Supreme Court case that sharply limited the extraterritorial reach of US securities laws.
Main Areas of Practice:Areas of PracticeCorporate
Restructuring & Finance
Executive Compensation & Benefits
Real Estate M&A
Corporate/M&A: Wachtell Lipton handles some of the largest and most complex US and international transactions. It advises on a range of corporate matters, including mergers and acquisitions, spin-offs, public offerings, capital raising transactions and innovative financial products. In addition, Wachtell Lipton is recognised as a leading firmfor takeover defence, shareholder activism and corporate governance. Recent major US representations have included:
• Supervalu in its sale of its New Albertson’s business and concurrent tender offer of up to 30% of its shares to Cerberus in a transaction valued at $3.3 billion
• Freeport-McMoran Copper and Gold in its $3.4 billion acquisition of McMoran Exploration and its $6.9 billion acquisition of Plains Exploration and Production
• Coventry Healthcare in its pending $7.3 billion sale to Aetna
• Sunoco in its $5.3 billion acquisition by Energy Transfer Partners
• AOL in its auction and subsequent $1.1 billion sale of most of its patent portfolio to Microsoft
• Alleghany Corporation in its $3.4 billion acquisition of Transatlantic Holdings
• El Paso Corporation in its $38 billion sale to Kinder Morgan
• United Technologies Corporation in its $18.4 billion acquisition of Goodrich Corporation
• Motorola Mobility Holdings in its $12.5 billion sale to Google
• Temple-Inland in its $3.7 billion sale to International Paper following a hostile tender offer by International Paper
• The PNC Financial Services Group in its $3.45 billion acquisition of RBC Bank (USA)
• Airgas in successfully defending against a $5.8 billion hostile bid and proxy contest by Air Products and Chemicals
• Duke Energy in its $32 billion merger with Progress Energy Recent major cross-border or non-US representations have included:
• Deutsche Telekom and T-Mobile USA in the agreed combination of T-Mobile and MetroPCS Communications at a $30 billion enterprise valuation
• Alibaba Group in restructuring its relationship with Yahoo!, including repurchasing $7.8 billion of Yahoo!’s holdings in Alibaba
• Walgreen Co. in its acquisition of a 45% stake in Alliance Boots GmbH and option to acquire the remaining 55% of Alliance Boots, valued at $27 billion
• GlaxoSmithKline plc in its unsolicited offer for, and subsequent $3.6 billion acquisition of, Human Genome Sciences
• América Móvil, S.A.B. de C.V. in its acquisition of 21% of Telekom Austria AG
• Cooper Industries plc in its $11.8 billion combination with Eaton Corporation n Deutsche Telekom in its $39 billion agreed sale of TMobile to AT&T
• Genzyme in its response to an unsolicited takeover and in the subsequent $20 billion negotiated sale to Sanofi-Aventis
• NYSE Euronext in its pending $8.2 billion acquisition by IntercontinentalExchange, Inc., its $23.4 billion agreed merger with Deutsche Börse and the NYSE in its prior mergers with Euronext, the American Stock Exchange and Archipelago
• Chesapeake Energy in its $2.2 billion sale to CNOOC Recent spin-off representations have included:
• Covidien plc in its spin-off of its pharmaceuticals business n Abbott Labs in its separation into two publicly traded companies
• ConocoPhillips in the spin-off of its refining business n Expedia in the spin-off of TripAdvisor
• Marathon Oil Corporation in the spin-off of its downstream business, renamed Marathon Petroleum Corp.
• Ralcorp in the spin-off of Post Foods n Sunoco in its initial public offering and subsequent spin-off of SunCoke Energy
• ITT Corporation in its spin-off of the defence and information solutions segment
Sponsors & Financial Entrepreneurs: Wachtell Lipton works closely with leading private equity and hedge fund sponsors. The firm advises sponsors in forming and raising private funds that specialise in a variety of investments, including LBOs, venture capital, distressed debt, loan-to-own, structured financings, financial services platforms and real estate. The firm regularly handles complex M&A and other transactions for sponsors and financial entrepreneurs, such as portfolio investments, corporate acquisitions, PIPEs, sale and IPO exit transactions and financings. The firm advises on reorganisations of sponsors themselves, spinouts and sales of investment managers. In addition, the firm has counselled on significant compliance issues and government investigations involving asset managers.
Shareholder Activism: Wachtell Lipton is a leading defender of companies that are under attack by shareholder activists. The firm has advised numerous public companies in responding to activist shareholders as well as other hedge fund and corporate governance activists.
Corporate Governance: The firm is a thought leader in the area of corporate governance. It has represented the NYSE in connection with the Exchange’s listing standards and corporate governance initiatives for listed companies. It has represented a number of major corporations in connection with corporate governance and related matters; it has also advised special committees of boards of directors in connection with corporate governance investigations and related matters.
National & International Litigation Practice: Wachtell Lipton’s litigation practice is consistently at the cutting edge of the leading commercial and corporate litigation battles dominating headlines. Clients are in diverse industries, including finance, insurance, media, high-tech, energy, industrial, consumer, retail and real estate. A tight-knit group of approximately 75 lawyers, they approach each matter with intensity, thoroughness and creativity and build teams appropriate to the circumstances. The firm makes appearances in state and federal courts throughout the country at both trial and appellate levels, as well as in arbitrations and mediations. It also has a leading practice representing companies and individuals in state and federal regulatory and criminal investigations. Many of the firm’s litigators served as law clerks in federal or state courts, and several distinguished themselves as assistant United States attorneys or as enforcement attorneys at the SEC.
Takeover & Merger Litigation: The firm is considered one of the leading transaction and takeover litigation firms in the country, having litigated many of the seminal cases establishing US takeover law, including: Moran v.Household Int’l Inc.; Revlon Inc. v.MacAndrews & Forbes Holdings, Inc.; Paramount Communications, Inc. v.Time, Inc.; Paramount Communications, Inc. v.QVC Network, Inc.; and IBP, Inc. v. Tyson Foods. Recent representations have included Airgas in its landmark takeover defence against Air Products,Vulcan Materials in its defence of a bid from Martin Marietta Materials and Lionsgate Entertainment in its closely watched takeover battle. The firm’s litigators also advise on a range of corporate governance matters and handle derivative demands and other litigation challenging the actions of boards of directors.
Complex Commercial & Securities Litigation: The firm consistently handles some of the nation’s leading commercial disputes covering diverse industries and subject matters. Recent representations have included: n National Australia Bank in the landmark Morrison case, in which the United States Supreme Court held that Section 10(b) of the Securities Exchange Act and SEC Rule 10b-5 apply only to purchases and sales of securities in the United States. The decision overturned 40 years of lower-court precedent and eradicated a burgeoning species of securities litigation (so-called “foreign-cubed”and “foreignsquared” class actions) along with billions of dollars in potential liability for foreign securities issuers.
• JPMorgan Chase in the $19 billion litigation brought against it by the trustee for the liquidation of Bernard Madoff ’s failed firm, in which the firm was able successfully to remove the case from bankruptcy court to federal district court and have the majority of claims dismissed n Bank of America in negotiating Bank of America’s $8.5 billion settlement of claims involving more than 500 trusts for mortgage-backed securities issued by Countrywide and in resolving multibillion-dollar claims arising from the foreclosure crisis with the federal government and 49 state attorneys general
• Philip Morris USA in the multibillion-dollar arbitration that has arisen under the landmark 1998 settlement between the major tobacco companies and 52 states and territories. Wachtell Lipton previously had the lead role structuring and negotiating this more than $200 billion settlement.
White-Collar & Regulatory Enforcement: The firm has a leading white-collar and regulatory enforcement practice. It has represented major financial institutions and multinational corporations, as well as their boards of directors and senior executives, in a broad range of the most complex and typically high-profile white-collar criminal and regulatory enforcement matters, both nationally and internationally. In the past few years alone, firm litigators have handled both US and foreign governmental investigations, focusing on the Foreign Corrupt Practices Act, criminal tax evasion, criminal transfer pricing, the False Claims Act, insider trading, securities fraud, accounting fraud, criminal antitrust and export control violations. In addition, the firm regularly represents boards, audit committees and special committees charged with conducting special investigations in response to whistleblowers or governmental inquiries.
Pro Bono: The firmhas an active pro bono litigation practice. Attorneys are encouraged to take on pro bono matters with the full support of the firm and many take advantage of this opportunity. A recent representation was on behalf of the Chief Judge of the State of NewYork in historic litigation over the state’s failure to increase the pay of its judges since 1999. The firm’s efforts helped achieve a decision by the state’s Court of Appeals holding that, as a matter of state constitutional law, judicial pay cannot be treated as a political matter by the executive and the legislature, but rathermust be sufficient to attract well-qualified individuals to serve on the bench.
Restructuring & Wachtell Lipton has one of the leading restructuring practices in the nation, principally representing banks, hedge funds, private equity funds and other creditors and acquirors in national and multinational bankruptcy cases and out-of-court restructurings. Attorneys in the firm’s restructuring practice regularly handle complicated acquisitions or divestitures of businesses in financial distress or bankruptcy, highlyleveraged transactions and other major transactions involving significant debtor/creditor issues. The group’s attorneys represented the United States Treasury in connection with the rescues of Fannie Mae and Freddie Mac, including the Treasury’s multibilliondollar investment in the Senior Preferred Stock of the GSEs following the commencement of their conservatorships.Recent restructuring engagements include the representation of major lenders, derivatives counterparties and equity holders in the following chapter 11 cases and out-of-court restructurings: Lehman Brothers, MF Global,Graceway Pharmaceuticals, Hawker Beechcraft, Mach Gem. LLC, Arcapita Bank, Lifecare Holdings, Washington Mutual, Lyondell Chemical,Aleris International, Fairpoint Communications, Hard Rock Hotel, Reddy Ice, Cinram International, Baha Mar, Kerzner, CNL Properties, Thornburg Mortgage, Dreier, Madoff and Terrestar Corporation. In addition, the firm has represented acquirors in the Innkeepers chapter 11 proceeding and potential acquirors in the Blockbuster and NorTel bankruptcy cases, as well as several casino cases.Wachtell Lipton has a market-leading financing practice,with extensive experience in all types of financing transactions, including senior secured facilities, bridge facilities, Rule144A and registered high-yield and investment-grade bond offerings, tender offers, exchange offers and consent solicitations. Many of the firm’s financings extend across multiple national borders, and its lawyers are experienced in solving the complex issues that arise in multinational situations and in making sure that cross-border transactions benefit from the latest developments in the financing markets, which often originate in New York.Recent representations have included:
• Abbvie Inc. in its $14.7 billion private offering of senior notes in connection with the separation of Abbvie and Abbott Labs
• United Technologies with obtaining a $15 billion bridge facility to support its acquisition of Goodrich, refinancing two revolving credit facilities, and issuing $10 billion of senior notes and $1 billion of equity units
• Deutsche Telecom/T-Mobile with $20 billion financing in connection with its combination with MetroPCS
• Walgreen Co.with a $3.5 billion bridge financing and subsequent bond take-out in connection with its initial investment for 45% of Alliance Boots
• Kellogg’s in connection with obtaining $1 billion bridge financing in connection with its acquisition of Pringles n PVH with obtaining $4.3 billion of bank and bridge financing commitments to support its acquisition of Warnaco
• Chicago Bridge & Iron in connection with financing commitments of $3.3 billion for its acquisition of Shaw Group
High-Profile Bankruptcy Litigation: The firm’s specialised litigators handle high-profile litigation matters involving bankruptcy, restructuring and finance issues. Current matters include representing JPMorgan Chase in multibillion-dollar litigations in the Lehman Brothers and Madoff bankruptcy cases, and representing Credit Suisse in multiple lawsuits arising in the Thornburg Mortgage bankruptcy case. Significant prior engagements include key litigation arising in the contexts of the Boston Generating, Innkeepers and National Century Financial Enterprises bankruptcy cases.
Executive Compensation & Benefits: Attorneys in the Executive Compensation and Benefits Group work closely with the most senior executives of the firm’s clients to address some of the most sensitive issues facing public and private companies, both in deal and non-deal contexts. Executive compensation arrangements often are the foundation of people-based businesses, and management succession, board composition and similar issues are essential to the success of business combinations. The practice continues to evolve as corporate governance standards and executive compensation laws change and expand in response to shareholder activism, pressure from the media and recent unprecedented governmental participation in the management of business enterprises. In this regard, the group has extensive experience in advising institutions receiving assistance from the US government.
Antitrust: Wachtell Lipton’s Antitrust Practice focuses on mergers and acquisitions and government investigations, including international antitrust and banking antitrust issues. The group analyses transactions to assess potential antitrust issues, develops strategies to address those concerns, and represents clients before the DOJ’s Antitrust Division, the FTC, the Board of Governors of the Federal Reserve System, state attorneys general and foreign antitrust enforcement authorities and in litigation challenging transactions on antitrust grounds.
Tax: Wachtell Lipton’s tax attorneys regularly advise clients on the tax aspects of corporate reorganisations, acquisitions, spin-offs and other dispositions, financings, restructurings and joint ventures. These transactions frequently involve large multinational businesses and raise complex domestic and multinational tax issues. Indeed, tax considerations often determine the form, and occasionally the viability, of contemplated transactions. The group, working together with the corporate and restructuring and finance departments, frequently is called on to participate in the restructuring of existing financial arrangements, including those arising out of private equity and other leveraged transactions. The group is also involved in creating new financial products and in innovative real estate transactions. Members of the group regularly publish and lecture on emerging tax issues and actively participate in the work of tax policy groups, such as the Tax Section of the New York State Bar Association and the International Fiscal Association.
Real Estate M&A: Wachtell Lipton’s Real Estate Department has a leading practice focused on mergers and acquisitions, private equity, corporate governance, restructurings and joint ventures across the REIT, real estate, hospitality and gaming sectors. The firm consistently plays an active role in major transactions in these sectors, with particular emphasis on large-scale public company M&A and strategic transactions. It has played a leading role in the redevelopment of the World Trade Center and in many of the significant REIT mergers, buyouts and takeovers over the last decade. Representations have included:
• Sunrise Senior Living in its $1.9 billion sale to Health Care REIT
• Simon Property Group in its €1.5 billion acquisition of a stake in Klépierre from BNP Paribas, its $31 billion bid for GGP and its $2.3 billion acquisition of Prime
•The $14 billion merger of equals of ProLogis and AMB that created the largest global industrial REIT with combined assets of $46 billion
• Ventas in its $7.4 billion acquisition of Nationwide Health Properties, Inc., in its $3.1 billion acquisition of Atria’s senior housing portfolio and in its $2 billion acquisition of the Sunrise Senior Living REIT
• Chatham Lodging Trust in its bids, partly in a joint venture with Cerberus Capital Management, to acquire 69 hotels for $1.3 billion in Innkeepers USA Trust’s bankruptcy auctions
• Silverstein Properties in the redevelopment of the World Trade Center
• Tishman Speyer and Lehman in their $22 billion acquisition of the Archstone apartment REIT Finance: