Notable Representations, Key Contacts
Strategic Business Partners in Global M&A
Thinking Outside the Box
Boards of Directors, Special Board Committees and Governance
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
Significant Recent Global M&A Matters
in its $3.57 billion acquisition of Syntel, 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.
- 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.
- 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.
- 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.
- 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.
- 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.
- 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.
in its $14.6 billion merger with Discovery Communications, Inc.
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 in its pending $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.
Ranked among the “Best Corporate Law Firms” by Directors and General Counsel
Corporate Board Member “America's Best Corporate Law Firms” Survey 2018
Corporate Chairman Michael Aiello Ranked Band 1 for Corporate/M&A in New York
Chambers USA 2020
Corporate Chairman Michael Aiello Named MVP for M&A
Law360 2020, 2017, 2016
Winner of “M&A Deal of the Year” for advising MBK Partners and the Teamsport Consortium in the $1.75B Privatization of eHi Car Services
The Mascallan Asian Legal Business (ALB) Hong Kong Law Awards 2019
Received “commended” ranking in category of Enabling Business Growth for its role advising Brookfield Asset Management on its approximately $4.8 billion acquisition of 61.2% stake in Oaktree Capital Group
Financial Times Innovative Lawyers Report North America 2019
Ranked Tier 1 in M&A category in the United States