Michael J. Aiello


Michael Aiello
Michael Aiello is Chairman of the over 600-lawyer Corporate Department of Weil, Gotshal & Manges LLP and a member of the Firm’s Management Committee. Mr. Aiello regularly represents companies in connection with mergers, acquisitions and divestitures involving public companies. He also advises clients on corporate governance issues. Mr. Aiello regularly represents acquirors, targets, buyout groups, boards of directors, special committees, investment banks, investors and shareholder groups in complex domestic and international negotiated and unsolicited merger and acquisition transactions, including Aéropostale, Dow Chemical, Goldman Sachs, Herbalife, Ontario Teachers', Procter & Gamble, The Reader's Digest, Sanofi, Thomas H. Lee and Willis Group Holdings.

Recent Experience:

  • Health Management Associates in its $7.6 billion sale to Community Health Systems
  • Fidelity National Financial in its $2.9 billion acquisition of Lender Processing Services
  • American Realty Capital Properties, Inc. in its approximately $9 billion unsolicited offer to purchase Cole Credit Property Trust III, Inc.
  • Evercore Partners, financial advisor to the Special Committee of the Board of Directors of Dell, in Dell's $24.4 billion going private acquisition
  • Special Committee of McMoRan Exploration in the $3.4 billion sale of the company as part of three-way merger with Freeport-McMoRan and Plains Exploration & Production Company – a deal with total transaction value of approximately $20 billion
  • GS Capital Partners and affiliates in its sale of USI Insurance Services to Onex Corporation, in a transaction valued at approximately $2.3 billion
  • American Realty Capital Trust III in $2.2 billion acquisition by American Realty Capital Properties
  • Medicis Pharmaceutical Corporation in its $2.6 billion sale to Valeant Pharmaceuticals International
  • Lincare Holdings in its $4.6 billion acquisition by Linde Group of Germany
  • Thomas H. Lee Partners in its $2.7 billion acquisition of a majority stake in Party City, North America’s largest retailer of party goods; as a shareholder in its $2 billion sale of Sterling Financial Corp. to Umpqua Holdings Corp.; and in its acquisition of 1-800 CONTACTS, Inc. from WellPoint, Inc.
  • Canadian pension funds in the unsolicited bid for and subsequent acquisition of the Toronto Stock Exchange
  • Sanofi in its $20.1 billion acquisition of U.S. biotechnology firm Genzyme
  • Morgan Stanley, financial advisor to Burger King Holdings, in connection with Burger King’s $4 billion acquisition by 3G Capital Management
  • American International Group in its sale of an 80% stake in consumer credit provider American General Finance to certain managed funds and affiliates of Fortress Investment Group, part of AIG’s strategy to monetize non-core assets and repay TARP funding provided by the US government
  • ProSight Specialty Insurance Holdings, a specialty P&C insurance company and portfolio company of GS Capital Partners and TPG Capital, in its $230 million acquisition of NYMAGIC, a public insurance holding company
  • Sanofi in its $1.9 billion purchase of consumer health care company Chattem, Inc.
  • Cedar Fair, one of the largest regional amusement-resort operators in the world, in its proposed $2.4 billion acquisition by an affiliate of private equity firm Apollo Global Management
  • Abbott Labs in its acquisition of STARLIMS Technologies
  • AIG in connection with its global mergers and acquisitions program
  • Willis Group Holdings Limited in the $2.1 billion acquisition of Hilb Rogal & Hobbs Company
  • NYMEX Holdings, Inc. in connection with the $9.4 billion acquisition by CME Group, Inc.
  • Providence Equity Partners, Ontario Teachers’ Pension Plan Board and Madison Dearborn Partners in connection with the proposed $48.5 billion acquisition of BCE Inc. (Bell Canada)
  • GS Capital Partners in connection with its $27.5 billion acquisition of Alltel
  • Friendly Ice Cream Corporation in connection with the acquisition of Friendly’s by affiliates of Sun Capital
  • Tecumseh in its defense of a proxy contest by its largest shareholder
  • The Children's Place in its proxy fight with former CEO Ezra Dabah
  • Special Committee of the Board of Directors of Affiliated Computer Services in connection with a takeover offer from Cerberus Capital Management and Mr. Darwin Deason
  • Illumina Inc. in its $600 million acquisition of Solexa Inc.
  • Investcom LLC in connection with the $5.5 billion acquisition of Investcom by MTN Group Ltd.
  • Sony Corporation of America in the $4.7 billion acquisition of Metro-Goldwyn-Mayer
  • The MONY Group in the $2.3 billion acquisition of The MONY Group by AXA Financial
  • Abgenix, Inc. in the $2.2 billion acquisition of Abgenix by Amgen, Inc.
  • A consortium led by Stone Point Capital in its $1.5 billion acquisition of AXA Re
  • USI Holdings in its $1.4 billion Acquisition by affiliates of GS Capital Partners
  • Sumitomo Corporation of America in its $1.1 billion acquisition of TBC Corporation
  • Actavis Group h.f. in its $800 million acquisition of Alpharma Inc.’s international generics business
  • Talbots Inc. in its $467 million acquisition of The J Jill Group
  • AXA Financial in the sale of The Advest Group, Inc. to Merrill Lynch
  • PxRE in its merger with Argoneut
  • Executive Risk in its acquisition by Chubb
  • Investcorp in its acquisition of FleetPride Corporation
  • The Walt Disney Company in the $66 billion unsolicited offer from Comcast Corporation
  • Actavis Group h.f. in its $2.5 billion hostile offer for Pliva d.d.

Mr. Aiello has counseled clients on a broad range of corporate, securities and business-related matters, including directors’ duties and responsibilities and other aspects of corporate governance, disclosure issues and compliance matters, as well as defensive measures and takeover tactics.

Mr. Aiello was named Dealmaker of the Week by The Am Law Daily for week ending June 8, 2012 in connection with his lead role advising Thomas H. Lee Partners in its $2.7 billion acquisition of a majority stake in Party City Holdings Inc. In The American Lawyer’s April 2012 Dealmaker of the Year issue, Mr. Aiello was recognized with an honorable mention for leading Sanofi in its $20.1 billion takeover of Genzyme Corporation. He also was recognized as Dealmaker of the Week in February 2011 for this transaction. Mr. Aiello was the first lawyer ever to be featured as a “Rainmaker” in the July 2010 issue of Institutional Investor, citing his role in shielding clients from the potential collapse of proposed merger & acquisition deals. He was also selected as one of Crain’s New York Business “40 Under 40” honorees for 2008. He was also named one of the “40 Business People Under 40 to Watch in 2009” by The Investment Dealers’ Digest. In 2005, he was named one of The National Law Journal’s “40 Under 40” for his work in the mergers and acquisitions area. Mr. Aiello has been recognized by Chambers USA 2005-2014 and Chambers Global 2012-2014 as a leader in the field of mergers and acquisitions. Additionally, he is recognized as a leading lawyer in M&A: Mega Deals ($5bn+) in the 2012 and 2013 editions of Legal 500 US and as a leading corporate attorney by Best Lawyers in America in 2014.

Mr. Aiello has authored several articles discussing the fiduciary duties of corporate directors and officers, recent developments in the areas of mergers and acquisitions and corporate compliance matters, including Sarbanes-Oxley and the related rules adopted by the SEC and the securities exchanges. He is also a frequent lecturer in these areas, and participated in a panel on Developments Affecting M&A Investment Bankers and Their Clients at the Tulane University Law School Annual Corporate Law Institute. Mr. Aiello received the Burton Award for Legal Achievement for his articles, “Bank M&A in the Wake of Dodd-Frank” (The Banking Law Journal, November/December 2010) and “Taking a Hard Look at Poison Pills” (New York Law Journal, November 7, 2005). He is a member of the Board of Directors of Pathways to Housing.

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