Co-Chairmen of the Executive Committee: Edward D Herlihy, Daniel A Neff
Number of partners worldwide: 84
Number of other lawyers worldwide: 178
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 five of the ten largest transactions in the United States and five 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:
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 firm for takeover defence, shareholder activism and corporate governance. Recent major US representations have included:
■ Halliburton in its $34.6 billion acquisition of Baker Hughes
■ BB&T Corporation in its $2.5 billion acquisition of Susquehanna Bancshares
■ Charter Communications in transactions with Comcast Corporation, including a $7.3 billion asset purchase, an $8.3 billion asset swap, and the acquisition of 33% of a $14.3 billion company to be spun-off from Comcast
■ Carefusion in its $12.3 billion cash and stock merger with a subsidiary of Becton, Dickinson and Company
■ Dollar Tree in its $9.2 billion acquisition of Family Dollar
■ URS in its $6 billion sale to AECOM Technology
■ Atlas Pipline Partners L.P. in its sale to Targa Resources Partners in a cash and stock transaction valued at $5.8 billion, including debt
■ United Technologies Corporation in its $18.4 billion acquisition of Goodrich Corporation
■ Motorola Mobility Holdings in its $12.5 billion sale to Google
Recent major cross-border or non-US representations have included:
■ Allergan in its $66 billion acquisition by Actavis plc
■ Covidien plc in its $49.9 billion acquisition by Medtronic, Inc.
■ Forest Laboratories in its $28 billion acquisition by Actavis plc
■ Tim Hortons Inc. in its $12.2 billion combination with Burger King Worldwide, Inc.
■ Walgreen Co. in its acquisition of a 45% stake in Alliance Boots GmbH and its later acquisition of the remaining 55%, for an aggregate value of approximately $27 billion
■ Dresser-Rand Group in its $7.6 billion sale to Siemens AG
■ GTECH S.p.A. in its acquisition of International Game Technology for $6.4 billion in cash and stock
■ Mallinckrodt plc in its $2.3 billion acquisition of Ikaria, its $5.6 billion acquisition of Questcor Pharmaceuticals and its $1.4 billion acquisition of Cadence Pharmaceuticals
■ Publicis Groupe S.A. in its $3.7 billion acquisition of Sapient Corporation
■ Verizon Communications in its $130 billion acquisition of Vodafone Group Plc’s 45% interest in Verizon Wireless
■ Deutsche Telekom and T-Mobile USA in the agreed combination of T-Mobile and MetroPCS Communications at a $30 billion enterprise valuation
Recent spin-off representations have included:
■ MeadWestvaco in its spin-off of its Specialty Chemicals division
■ Hewlett-Packard in its separation into two public companies
■ eBay in the separation of eBay and PayPal into two public companies
■ Agilent Technologies in its spinoff of Keysight Technologies, its electronic measurement business
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.
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.
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 department routinely handles the highest-profile corporate litigations in the country for clients across a wide range of industries. Far less leveraged than its peers, the 80-lawyer group staffs each case with expert partners and approaches each new matter with creativity and intensity. The group is best known for its takeover and transactional litigation practice, but is equally prominent in other areas of commercial and securities litigation. It also has a leading white collar and regulatory enforcement practice representing companies and individuals in state and federal regulatory and criminal investigations. The firm appears in state and federal courts throughout the US at both trial and appellate levels, as well as in arbitrations and mediations nationally and internationally.
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:
■ Allergan in its closely watched takeover battle, resulting in a groundbreaking preliminary injunction that set new federal precedent against unfair tactics in takeover bids
■ Sotheby’s in the successful defense of its shareholder rights plan against an activist investor attack
■ Vulcan Materials in its defense of a bid from Martin Marietta Materials, resulting in an unprecedented injunction barring a hostile bid The group has extensive experience in dealing with activist situations, having handled a substantial portion of the biggest shareholder activism battles in recent years. 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:
■ Bank of America in numerous matters relating to mortgage-backed securities, including negotiating its $8.5 billion settlement of claims involving more than 500 trusts for mortgage-backed securities issued by Countrywide and in negotiating its landmark settlement with the Department of Justice, federal agencies, and state attorneys general in August 2014 that resolved several pending enforcement investigations and litigations
■ Goldman Sachs in a highly publicized federal civil jury trial involving negligence claims in connection with the sale of Dragon Systems. The unanimous jury verdict absolved Goldman Sachs and rejected all of the plaintiffs’ claims and was affirmed on appeal by the United States Court of Appeals for the First Circuit
■ Hewlett Packard Company in securities litigation and derivative litigation arising from HP’s $11 billion acquisition of Autonomy plc in 2011 and its disclosure in November 2012 that HP had taken an $8.8 billion write-down in connection with the acquisition
■ National Australia Bank in the landmark Morrison case, in which the US 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 (“foreign-cubed” and “foreign-squared” class actions) along with billions of dollars in potential liability for foreign securities issuers
■ JPMorgan in ongoing multibillion-dollar litigations arising out of the Lehman Brothers Holdings Inc. bankruptcy
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.
The firm has 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 New York 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 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. 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-dollar 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: Energy Future Holdings, Puerto Rico Electric Power Authority (PREPA), Lehman Brothers, MF Global, LightSquared, Rotech Healthcare, Getty Petroleum, GSE Environmental, Graceway Pharmaceuticals, Hawker Beechcraft, MACH Gen, LLC, Arcapita Bank, Lifecare Holdings, Washington Mutual, Lyondell Chemical, Aleris International and Fairpoint Communications. The group also represents corporate borrowers in out-of-court restructurings and workouts. For example, the group is currently representing Education Management Corporation and Codere, S.A., a Spanish public company, in large-scale restructuring transactions. In addition, the firm has represented acquirors in the chapter 11 proceedings of ClearEdge Power International, Loehmann’s, Alco Stores and InnKeepers, and potential acquirors in the chapter 11 proceedings of Coldwater Creek, Blockbuster, NorTel and A123 Systems. Wachtell Lipton has a marketleading 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.
Recent representations have included:
■ Walgreen’s in its $10 billion US dollar, euro and sterling bond offering and $5 billion bank financing to complete its acquisition of Alliance Boots and its initial $3.5 billion bridge financing and subsequent bond take-out in connection with its initial investment for 45% of Alliance Boots
■ Verizon Communications with obtaining a $61 billion bridge facility (the largest bridge financing ever), and $14 billion in permanent facilities, to support its $130 billion acquisition of the remaining interest in Verizon Wireless from Vodafone Group plc
■ Abbott Laboratories with $14.5 billion of bank financing and a $14.7 billion senior note issuance in connection with its spin-off of Abbvie, its researchbased pharmaceuticals business
■ 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 $17.2 billion financing in connection with its combination with MetroPCS
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.
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:
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:
■ Washington Prime Group in its $4.3 billion acquisition of Glimcher Realty
■ Ventas in its $2.6 billion acquisition of America Capital Realty Healthcare Trust, 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 $1.3 billion joint venture restructuring with NorthStar Realty Finance and Cerberus Capital Management in its takeover defence and $1.3 billion acquisition (partly in a joint venture with Cerberus) of the Innkeepers portfolio out of bankruptcy, following the firm’s representation of Innkeepers in its $1.5 billion sale to Apollo
■ Simon Property Group in its spin-off of Washington Prime Group, 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
■ Cole in its $11.2 billion merger with ARCP to create a $21.5 billion net lease REIT; and successful takeover defence of Cole Credit Property Trust III
■ Penn National Gaming in its $5.5 billion separation of its gaming properties into a publicly traded REIT
■ The $14 billion merger of equals of ProLogis and AMB that created the largest global industrial REIT with combined assets of $46 billion
■ Tishman Speyer and Lehman in their $22 billion acquisition of the Archstone apartment REIT
Areas of Practice
Restructuring & Finance
Executive Compensation & Benefits
Real Estate M&A
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