Mergers & Acquisitions

Weil has helped advise clients on some of the largest and most innovative transactions in the marketplace. In the last year alone, Weil has advised on more than 100 transactions larger than $1 billion for clients in a range of sectors and geographies.

Notable Representations, Key Contacts

Strategic Business Partners in Global M&A

At Weil, we partner with our clients and make it a priority to understand and appreciate their corporate organization and business strategy. We understand that any M&A transaction is part of this overarching strategy and can be the most significant business event in the history of an organization and in the lives of its executives. Our clients include the largest and most sophisticated public and private companies, boards of directors and special committees as parties on any side, and in any context, of the deal. Our decades of experience across industries and throughout geographies allow us to guide our clients through these transformative, and often complex, corporate events.
Our pragmatic, business-focused approach allows us to get the deal done. We offer clients solutions rather than simply pinpoint and analyze legal issues. Our record of success in volume, scope and size of deals speaks to the value we bring to a range of clients throughout the world daily.

Thinking Outside the Box

Clients come to Weil for M&A advice when the stakes are high and the typical game plan won’t do. Weil M&A lawyers know the playbook but also have the creativity, confidence and experience to know when to rewrite it. Our M&A team has done and seen it all – whether it’s navigating the turnover of a board mid-transaction; helping to bridge the valuation gap between buyer and seller; helping to turn a hostile deal into a friendly transaction; assessing and proactively addressing the complex regulatory schemes across jurisdictions; crafting a sophisticated cross-border joint venture structure to get a deal done in an inhospitable regime or jurisdiction; or juggling multiple contingent transactions for the same client simultaneously.

Boards of Directors, Special Board Committees and Governance

We represent Boards of Directors and Special Board Committees of companies ranging from the Fortune 100 companies to mid and smaller cap companies, including representations involving complex M&A transactions, takeover defense, actual or potential conflicts of interest, accounting issues, Sarbanes-Oxley compliance and other matters.

We have substantial experience assisting Boards of Directors and Special Board Committees with internal investigations, governmental investigations and litigation (including securities, class action and derivative litigations arising out of M&A transactions involving affiliated entities).

Nuanced Understanding of Activism and Takeover Defense

Weil has vast experience advising on sensitive matters involving hostile M&A, takeover defense, issues of shareholder activism and other efforts for corporate control. We take a multidisciplinary approach – which involves cross-disciplinary team efforts among our M&A, Public Company Advisory Group and Securities Litigation lawyers – and work successfully and proactively in situations involving all manner of active shareholders. We do not engage adversarially with active shareholders but rather seek to understand their objectives and help our clients work to achieve resolution that is successful to all parties.
Hostile M&A diagram

Significant Recent Global M&A Matters

Apergy Corporation

in a Reverse Morris Trust acquisition of ChampionX (f/k/a Nalco Champion) from Ecolab Inc. creating an entity with a combined $7.4 billion enterprise value.

athenahealth, Inc.

in its $5.7 billion sale to Veritas Capital and Evergreen Coast Capital (an affiliate of Elliott Management Corporation) and planned combination with Virence Health.

Atos S.E.

in its $3.57 billion acquisition of Syntel, Inc.

Belmond Ltd.

in its $3.2 billion sale to LVMH Moet Hennessy Louis Vuitton SE.

Brookfield Asset Management Inc.

  • and Brookfield Property Partners L.P. (BPY) in BPY's $14.4 billion acquisition of the approximately 66% of common stock that it did not already own of GGP Inc. (f/k/a General Growth Properties Inc.).
  • in its approximately $4.8 billion acquisition of a 61.2% stake in Oaktree Capital Group, LLC.
  • in its $2.8 billion acquisition of all of the outstanding common shares not already owned by Brookfield Property Partners L.P. of Rouse Properties, Inc., a REIT that owns and manages regional shopping malls in the United States.

Campbell Soup Company

in its $6.1 billion acquisition of Snyder’s-Lance, Inc.

Churchill Capital Corp III

Churchill Capital Corp III, a SPAC sponsored by Churchill Capital Group, in its $5.7 billion merger with MultiPlan, Inc. that has an enterprise value based on the transaction of approximately $11 billion

Dow

  • The Dow Chemical Company in its $130 billion all-stock merger of equals with E. I. du Pont de Nemours and Company.
  • Dow in its approximately $40 billion spin-off from DowDuPont Inc. as part of DowDuPont's separation into three independent, publicly traded companies, one each for its agriculture, materials science and specialty products businesses.

Eli Lilly and Company

  • in its approximately $8 billion acquisition of Loxo Oncology, Inc.
  • in its $5.4 billion acquisition of the animal health business of Novartis AG, making Lilly's animal health business the second-largest animal health company by global revenue.
  • in its $1.1 billion acquisition of Dermira, Inc.
  • in its acquisitions of CoLucid Pharmaceuticals, Inc., Avid Radiopharmaceuticals, Inc., Lohmann SE, ChemGen Corp., the world-wide rights to an intranasal glucagon from Locemia, and the North American rights to Erbitux® (cetuximab) (including commercialization and manufacturing responsibilities) from Bristol-Myers Squibb Company; and in the sale of veterinary assets to Virbac SA.

Kinder Morgan

  • in its $76 billion acquisition of all of the outstanding equity securities of Kinder Morgan Energy Partners, L.P., Kinder Morgan Management, LLC, and El Paso Pipeline Partners, L.P. — at the time, the largest energy merger since Exxon and Mobil combined in 1999.
  • in its $5 billion acquisition of Copano Energy.
  • in its $38 billion acquisition of El Paso Corporation, creating one of the largest energy companies in the world and in El Paso’s concurrent $7.15 billion sale of its E&P production business, EP Energy Corporation.
  • and Kinder Morgan Canada Limited in their $3.5 billion sale of Trans Mountain Pipelines Inc. and the Trans Mountain Expansion Project to the Government of Canada.

The Kroger Company

  • in the $2.15 billion sale of its convenience store business unit to EG Group.
  • in its acquisition of Vitacost.com, Inc.
  • in its acquisition via tender offer of Roundy’s, Inc.
  • in its strategic partnership with, and investment in, Lucky’s Market.

Maxim Integrated Products, Inc.

in its $21 billion sale to Analog Devices, Inc.

MGM Resorts International (MGM Resorts)

  • in the formation of a joint venture between MGM Growth Properties LLC and Blackstone Real Estate Income Trust to acquire the Las Vegas real estate assets of the MGM Grand and Mandalay Bay for $4.6 billion and to lease back these assets to subsidiaries of MGM Resorts.
  • in its $4.25 billion sale of the Bellagio to a joint venture MGM Resorts formed with Blackstone Real Estate Income Trust and its planned leaseback of the Bellagio.
  • in its formation MGM Growth Properties LLC (MGP), a controlled REIT, and in corporate, real estate and tax aspects of MGP’s $1.05 billion initial public offering.
  • in its $1.175 billion sale of the real property of the Borgata Hotel Casino & Spa in Atlantic City, New Jersey to MGM Growth Properties LLC. The sale followed MGM Resorts’ $900 million acquisition of the 50% interest in the Borgata that it did not already own from Boyd Gaming Corporation.

Nexeo Solutions Inc.

in its pending $2 billion sale to Univar Inc.

Transaction Committee of the Board of Directors of Reynolds American Inc.

in Reynolds’ $60.6 billion sale to British American Tobacco p.l.c. (BAT) of the 57.8% of Reynolds stock that BAT did not already own.

Sanofi

  • in its $25 billion exchange of Merial, its animal health business, for the consumer healthcare business of Boehringer Ingelheim GmbH.
  • in its $13 billion sale of nearly all of its 20.6% stake in Regeneron Pharmaceuticals, Inc.
  • in its $11.6 billion acquisition of Bioverativ Inc.
  • in its $4.8 billion acquisition of Ablynx NV.
  • in its $3.7 billion acquisition of Principia Biopharma Inc.
  • in its $2.5 billion acquisition of Synthorx, Inc.
  • in its $2.35 billion sale of Zentiva to Advent International.
  • in its up to $750 million acquisition of Protein Sciences Corporation.
  • in its sale of Laboratoire Oenobiol S.A.S. to Vemedia Manufacturing B.V.

Scripps Networks Interactive, Inc.

in its $14.6 billion merger with Discovery Communications, Inc.

Total S.A.

in its $4 billion acquisition of all of the oil and natural gas assets, liabilities, businesses and operations of Anadarko Petroleum Corporation in Mozambique and South Africa.

Willis Towers Watson PLC

  • Willis Towers Watson PLC in its proposed $80 billion combination with Aon PLC.
  • Willis Group Holdings plc in its $18 billion merger of equals with Towers Watson & Co.
  • Willis Towers Watson PLC in its $1.3 billion acquisition of TRANZACT.

Key Contacts

Michael Aiello

Michael J. Aiello

Partner

New York


Frederick S. Green

Frederick S. Green

Partner

New York


Michael E. Lubowitz

Michael E. Lubowitz

Partner

New York

See list of lawyers globally

Shortcut Links

Ranked Tier 1 in M&A Category in the United States for the 10th Year Running

IFLR1000 2022

Winner of “France M&A Legal Adviser of the Year”

Mergermarket European M&A Awards 2022

Beyond the very high-level legal expertise, the firm stands out for its creativity, legal innovation and strategic sense."

Chambers Europe 2022

Named a “Leading” Firm for Corporate/M&A

Chambers USA 2021; Chambers Global 2022; Chambers Europe 2022

Named “SPAC Legal Advisory Firm of the Year”

Mergermarket North America M&A Awards 2021

M&A Partner Michael J. Aiello Ranked Band 1 for Corporate/M&A

Chambers Global 2022 and Chambers USA 2021

M&A partner Michael J. Aiello Named MVP for M&A

Law360 2020, 2017, 2016

It’s a super, full-service Firm that does cutting-edge deals” and “the Firm always brings its A-team to every deal.”

Chambers USA 2021

Diverse, talented group of practitioners” who “work seamlessly to drive outcomes and provide guidance and support in complex transactions.”

Legal 500 US 2021

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