- Co-Chairmen of the Executive Committee: Edward D Herlihy, Daniel A Neff
- Number of partners worldwide: : 80
- Number of other lawyers worldwide: 165
Founded in 1965, Wachtell, Lipton, Rosen & Katz is one of the most prominent business law firms in the United States. The firm’s pre-eminence in the fields of mergers and acquisitions, strategic investments, takeovers and takeover defence, corporate and securities law, and corporate governance means that it regularly handles some 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. In addition, its attorneys are thought leaders, speaking and writing frequently in their various areas of expertise.
A Unique Approach: Wachtell Lipton provides a unique service, approaching its clients’ legal issues always within the larger framework of their strategic, business and financial goals. The firm focuses on matters that require the special attention, extensive experience and reputation of its partners, and all matters are afforded the direct personal attention of partners having the expertise and sophistication with respect to the issues. In order to provide this special service, the firm does not handle routine matters and limits the number and type of matters it undertakes.
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 advisers by transaction dollar volume, even though it is significantly smaller than all of its major competitors. Since the beginning of the year 2004, the firm has been the legal adviser on five of the 10 largest transactions in the United States and four of the 10 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, including many 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.
Main Areas of Practice:
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 firm for takeover defence, shareholder activism and corporate governance. Recent major US representations have included:
• CH Energy Group in its $1.5 billion all-cash acquisition by Fortis, Canada’s largest investor-owned distribution utility
• Kellogg Company in its $2.7 billion cash acquisition of Procter & Gamble’s Pringles business
• Metlife Bank in its disposition of $7.5 billion in retail deposit liabilities to GE Capital Financial
• Vulcan Materials in its response to the $4.7 billion unsolicited offer for all its outstanding common shares by Martin Marietta Materials
• 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
• Airgas in successfully defending against a $5.8 billion hostile bid by Air Products and Chemicals
• Genzyme in its $23 billion acquisition by Sanofi-Aventis
• Duke Energy in its $25.9 billion acquisition of Progress Energy
• Schering-Plough in its $41 billion acquisition by Merck
• CenturyLink in its $22.4 billion acquisition of Qwest
• Wyeth’s board of directors in connection with Pfizer’s $68 billion acquisition of Wyeth
Recent major cross-border or non-US representations have included:
• Deutsche Telekom in its $39 billion agreed sale of TMobile to AT&T
• Genzyme in its $20 billion sale to Sanofi-Aventis
• NYSE/Euronext in 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
• Phillips-Van Heusen in its $2.2 billion acquisition of Tommy Hilfiger from Apax Partners
• Atlas Energy in its $1.7 billion joint venture with Reliance Industries Limited
• Novartis in its $50 billion acquisition of a majority stake in Alcon
Recent spin-off representations have included:
• Abbott Labs in its separation into two publicly traded companies
• ConocoPhillips in the spin-off of its refining business n Expedia, Inc. in the spin-off of TripAdvisor
• Marathon Oil Corp in the spin-off of its downstream business, renamed Marathon Petroleum Corp.
• Ralcorp in the spin-off of Post Foods
• Sunoco, Inc. in the initial public offering and subsequent spin-off of SunCoke Energy, Inc.
• ITT Corp in its spin-off of the defense and information solutions segment
Sponsors & Financial Entrepreneurs:
Wachtell Lipton works closely with leading private equity and hedge fund sponsors across the full range of their activities. 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 also advises on reorganisations of sponsors themselves, spinouts and sales of investment managers. In addition, the firm has counseled on significant compliance issues and government investigations involving asset managers. Significant clients in this area include Apollo Management, Warburg Pincus, Goldman Sachs, Morgan Stanley, AREA Investments, Och-Ziff, ESL Investments, Serengeti Asset Management, Halcyon Asset Management, The Rohatyn Group and Silver Point Capital.
Wachtell Lipton represented the NYSE in connection with the Exchange’s listing standards and corporate governance initiatives for listed companies. The firm represents a number of major corporations in connection with corporate governance and related matters, and has advised special committees of boards of directors, including Novartis, Publicis, PNC and National Australia Bank, in connection with corporate governance investigations and related matters.
Wachtell Lipton has advised numerous public companies, including Clorox, CVR Energy, McGraw- Hill, Forest Laboratories, Target, Lions Gate Entertainment, Motorola, BEA Systems, Office Depot, Longs Drugs, Convergys and EnPro Industries, in responding to activist and agitating shareholders such as Carl Icahn, Pershing Square and JANA Partners as well as other hedge fund and corporate governance activists.
A National Litigation Practice:
Wachtell Lipton’s litigation practice is consistently at the cutting edge of the leading commercial and corporate litigation battles dominating the headlines. Wachtell Lipton’s clients are in diverse industries, including finance, media, high-tech, energy, retail and real estate. With a tight-knit group of approximately 80 lawyers, the firm’s impact far exceeds those of much larger litigation departments. The firm approaches each matter with intensity, thoroughness and creativity and builds teams appropriate to the circumstances. It prizes great legal writing and oral advocacy and innovative legal thinking. Its practice is national in scope, with appearances in state and federal courts throughout the country at both trial and appellate levels, as well as in arbitrations and mediations. The firm has a leading practice representing corporations or other entities in state and federal regulatory and criminal investigations. Many of its litigators served as law clerks in federal or state courts, and several distinguished themselves as trial lawyers in US Attorneys’ Offices 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 handled many of the seminal cases – 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 – establishing US takeover law. Recent representations have included Airgas in its landmark takeover defence against Air Products and Lions Gate Entertainment in its closely watched takeover battle.
Complex Commercial & Securities Litigation:
The firm consistently handles some of the nation’s leading commercial disputes. Recent representations have included:
• National Australia Bank in the landmark case of Morrison v. National Australia Bank Ltd., 130 S. Ct. 2869 (2010), in which the Supreme Court held that Section 10(b) of the Securities Exchange Act of 1934 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 what had become a burgeoning species of securities litigation (so-called ‘foreign-cubed’ and ‘foreign-squared’ 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 Irving Picard, the trustee for the liquidation of Bernard Madoff’s failed firm, and recently won major victories in that case by successfully having it removed from bankruptcy court to federal district court
• Philip Morris USA in the multi-billion dollar arbitration that has arisen under the landmark 1998 settlement between the major tobacco companies and 52 states and territories. The firm had previously structured and implemented this more than $200 billion settlement
• Grupo Televisa, the leading Mexican media company, in licensing disputes in state and federal courts against Univision, the largest Spanish language television network in the United States
White-Collar & Regulatory Enforcement:
The firm has a leading White-Collar Criminal and Regulatory 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, the group has handled an enormous variety of matters including both US and foreign governmental investigations focusing on Foreign Corrupt Practices Act, criminal tax evasion, criminal transfer pricing, False Claims Act, insider trading, securities fraud, accounting fraud, healthcare fraud, defence contracting, 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.
The firm has an active Pro Bono Litigation Practice. Its lawyers are encouraged to take on pro bono matters with the full support of the firm and many do. A recent representation included:
• Chief Judge of the State of New York in historic state constitutional litigation over the state’s failure to increase the pay of its judges since 1999. The firm’s efforts resulted in a path-breaking decision by the state’s Court of Appeals holding that judicial pay cannot be treated as a political matter by the executive and legislature, but rather must be sufficient to attract well-qualified individuals to serve on the bench.
Restructuring & Finance:
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. In addition, attorneys in the firm’s restructuring practice regularly handle complicated acquisitions or divestitures of businesses in financial distress or bankruptcy, highly-leveraged 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 multibillion 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 Lehman Brothers, Graceway Pharmaceuticals, Riviera Casinos, Lyondell Chemical, Aleris International, Fairpoint Communications, Hard Rock Hotel, Cinram International, Baha Mar, Kerzner, CNL Properties and Terrestar Corporation bankruptcy cases and restructurings, and representation of potential acquirors in the Innkeepers, 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 leveraged and investment-grade acquisition and other important 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. The Financing Practice is an integral part of the firm’s merger and acquisition practice; the firm’s financing lawyers work as a team with its corporate, tax and other attorneys on some of the most complicated, high-profile transactions in the US and around the world. The firm provides innovation and leadership to enable its clients to meet their most important objectives. The depth of its market exposure allows it to ensure that its corporate and private-equity clients benefit from the latest financing market trends and techniques – a particular advantage when, as now, financing markets are evolving quickly. Recent representations include:
• Sunoco in $400 million senior notes and $450 million senior secured credit facility in connection with its IPO and planned spin-off of SunCoke
• Bankrate in a revolving credit facility established in connection with its IPO
• Expedia in connection with bank facilities and note offerings
• Sears in refinancing its ABL facility and a $1.25 billion secured note offering and Sears Canada in connection with a senior secured ABL facility of CAN$800 million
• Harman International in refinancing its $550 million revolving credit facility
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 multi-billion 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.
Employment & 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 at Wachtell Lipton 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.
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.
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:Areas of PracticeAntitrust
Executive Compensation & Benefits
Restructuring & Finance
The firm’s Real Estate M&A Group has a leading practice focused on high-stakes M&A, restructurings, distressed investments, and strategic transactions in the REIT, real estate, hospitality and gaming industries. The group also focuses on the sale and financing of significant assets or portfolios, institutional investment transactions, strategic joint ventures, major development projects, private equity real estate opportunity funds, and innovative capital markets transactions. The firm is routinely in the very top ranks of real estate advisors by deal value and other measures. Representations have included:
• AMB Property Corporation in its $14 billion merger with ProLogis, to create a REIT with combined assets owned and under management 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
• Simon in its acquisition of Prime and other transactions, including its $31.6 billion bid for General Growth Properties
• Tishman Speyer and Lehman in their $22 billion acquisition of the Archstone apartment REIT and the follow-on restructuring