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, Kroger, Ontario Teachers', Procter & Gamble, Sanofi, Thomas H. Lee and Willis Group Holdings.

Recent Experience:

  • 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
  • The Dow Chemical Company in its $130 billion all-stock merger of equals with E. I. du Pont de Nemours and Company
  • Scripps Networks Interactive, Inc. in its pending $14.6 billion merger with Discovery Communications, Inc.
  • IMS Health Holdings, Inc. in its $17.6 billion all-stock merger of equals with Quintiles Transnational Holdings Inc.
  • IHS Inc. in its $13 billion merger of equals with Markit Limited
  • Sanofi in its $25 billion exchange of Merial, its animal health business, for the consumer healthcare business of Boehringer Ingelheim GmbH
  • JAB Holding Company, as leader of an investment group, in that group's $13.9 billion take-private of Keurig Green Mountain, Inc.
  • Willis Group Holdings plc in its $18 billion merger of equals with Towers Watson & Co.
  • J.P. Morgan and Perella Weinberg, as financial advisors to AT&T Inc., in AT&T’s pending $108.7 billion acquisition of Time Warner Inc.
  • Intel Corporation in its $16.7 billion acquisition of Altera Corporation
  • Thomas H. Lee Partners, as a shareholder of West Corporation, in West's $5.1 billion sale to Apollo Global Management
  • inVentiv Health, Inc. (a portfolio company of Thomas H. Lee Partners and Advent International) in its $4.6 billion merger with INC Research Holdings, Inc.
  • Media General Inc. in its $4.6 billion sale to Nexstar Broadcasting Group Inc.
  • The Board of Directors of Axiall Corporation in its $3.8 billion sale to Westlake Chemical Corporation
  • Brookfield Asset Management Inc. 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.
  • Walgreens Boots Alliance, Inc., in, together with KKR as investors in a newly formed company, that company's $1.4 billion take-private of PharMerica Corporation
  • Avista Healthcare Public Acquisition Corp., a SPAC sponsored by Avista Capital Holdings, in its $924 million merger with Envigo International Holdings, Inc.
  • First Data Corporation in its $750 million acquisition via cash tender offer of CardConnect Corp. and in its acquisition of Acculynk
  • Sanofi in its up to $750 million acquisition of Protein Sciences Corporation
  • Ontario Teachers’ Pension Plan Board in, together with Apollo Global Management, the acquisition of a controlling interest in CareerBuilder, LLC
  • Thomas H. Lee Partners and inVentiv Health, Inc. in THL’s sale of a 50% interest in inVentiv to Advent International, valuing inVentiv at $3.8 billion
  • G&K Services, Inc. in its $2.2 billion merger with Cintas Corporation
  • Brookfield Asset Management Inc. in its approximately $855 million acquisition of GrafTech International Ltd.
  • Elizabeth Arden, Inc. in its $870 million sale to Revlon, Inc.
  • MGM Resorts International 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
  • MGM Resorts International in its formation of MGM Growth Properties LLC (MGP) and on the corporate aspects of MGP’s $1.05 billion initial public offering
  • Signet Jewelers Limited in its $625 million sale of convertible preferred shares to Leonard Green & Partners, the proceeds from which will be used to fund a repurchase of up to $625 million in Signet common stock
  • Signet Jewelers Limited in its $328 million acquisition of R2Net, Inc.
  • OMERS Private Equity, together with Harvest Partners, in the approximately $1 billion take-private acquisition of Epiq Systems, Inc., and its combination with Document Technologies Inc.
  • Progressive Waste Solutions Ltd. in its $2.67 billion merger with Waste Connections, Inc.
  • Iron Mountain in its approximately $2.6 billion acquisition of Recall Holdings Ltd.
  • Kinder Morgan in its $76 billion acquisition of all the outstanding equity securities of Kinder Morgan Energy Partners, Kinder Morgan Management and El Paso Pipeline Partners
  • Health Management Associates in its $7.6 billion sale to Community Health Systems
  • Ceridian LLC, THL and Fidelity National Financial in the $3.45 billion sale of Comdata Inc. to FleetCor Technologies Inc.
  • Fidelity National Financial in its $2.9 billion acquisition of Lender Processing Services
  • Hess Energy Trading Company LLC (HETCO) in Hess Corporation's sale of its interest in HETCO to Oaktree Capital Management
  • Evercore as 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
  • 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
  • Thomas H. Lee Partners, as shareholder, in its $2 billion sale of Sterling Financial Corp. to Umpqua Holdings Corp.
  • Thomas H. Lee Partners in its acquisition of 1-800 CONTACTS, Inc. from WellPoint, Inc. and subsequent sale of a majority stake to AEA Investors
  • 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, as 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 U.S. 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
  • 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

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. He was included on the 2017 and 2014 NACD Directorship 100, a list of the 100 most influential people in the boardroom compiled by NACD Directorship magazine.

Mr. Aiello is ranked Band 1 for Corporate/M&A in New York by Chambers USA, where clients refer to him as “first class.” He is also consistently recognized as a leading M&A lawyer by Chambers Global, Legal 500 US, IFLR1000 and Best Lawyers in America and has been named to Legal 500's “Hall of Fame.” He has been named an M&A “MVP” by Law360 and an M&A “Trailblazer” by The National Law Journal, where he was highlighted for his roles in a number of pivotal M&A deals stretching back more than a decade. Mr. Aiello has been named a Dealmaker of the Year and Dealmaker of the Week many times by The American Lawyer for his lead roles on blockbuster M&A transactions. He was the first lawyer ever to be featured as a “Rainmaker” in Institutional Investor, citing his role in shielding clients from the potential collapse of proposed merger and acquisition deals and was selected as one of Crain’s New York Business “40 Under 40” honorees and one of the “40 Business People Under 40 to Watch in 2009” by The Investment Dealers’ Digest. Mr. Aiello was also named one of The National Law Journal’s “40 Under 40” for his work in the mergers and acquisitions area.

Mr. Aiello is an elected Fellow of the American College of Governance Counsel. He 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).

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