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Mergers & Acquisitions 2019: Advanced Trends and Developments


Speaker(s): A. Thompson Bayliss, Blake Rohrbacher, Charles R. Korsmo, Charles W. Cox, Daniel V. Schleifman, Hon. Barry Ostrager, Hon. Collins J. Seitz, Jr., Hon. J. Travis Laster, Igor Kirman, James Q. Walker, James R. Griffin, Jennifer Muller, Joel Friedlander, Joel I. Greenberg, John K. Hughes, Kevin Miller, Lewis R. Steinberg, Melissa Sawyer, Meredith Kotler, Patricia O. Vella, Steven M. Haas, Susanna M. Buergel, T. Brad Davey, Tiffany Posil, William D. Regner, Youmna Salameh
Recorded on: Jan. 10, 2019
PLI Program #: 251217

Blake Rohrbacher is a Director at Richards, Layton & Finger, P.A., in Wilmington, Delaware.  He focuses his practice on litigation as well as advisory and transactional matters relating to Delaware corporations and alternative entities.  He litigates corporate control, governance, M&A, fiduciary, statutory, and contractual disputes in the Delaware Court of Chancery and the Delaware Supreme Court, and he advises corporate boards and board committees regarding governance, fiduciary duties, and mergers and acquisitions. 

The author of numerous legal publications, Blake also has particular expertise in Delaware law regarding nonprofit and nonstock corporations, having served on the drafting subcommittee responsible for the 2010 nonstock amendments to Delaware’s General Corporation Law.  Blake also assisted in drafting the Delaware Rapid Arbitration Act.  Blake was appointed by then-Chancellor Strine to the Court of Chancery Rules Committee. 

Blake received his B.A. degree from Yale University and his J.D. degree from Yale Law School.  Following law school, he was a clerk for the Honorable Thomas L. Ambro, U.S. Court of Appeals for the Third Circuit.


Charles (Chuck) Cox is the leader of the Los Angeles Litigation Team and a partner in the firm’s Securities Litigation Group. He concentrates his practice on complex business disputes, including securities class actions, derivative litigation, fiduciary duty and other cases resulting from mergers and acquisitions, corporate control disputes and commercial litigation. Chuck has tried more than a dozen cases to a verdict or arbitration award.

Chuck represents clients across many industries, including consumer products, health care, entertainment and technology, as well as financial institutions and professional services firms. He has successfully represented clients across the country in federal and state court proceedings, arbitration and courts of appeal. He has been listed as a Southern California Super Lawyer many times, most recently in 2017.

Chuck currently serves as a member of the board of directors of Strength in Support, an organization dedicated to helping returning veterans. He previously served as a member of the National Council of the Federal Bar Association and on the boards of the Disability Rights Legal Center and the St. Paul the Apostle School Foundation. Prior to earning his law degree, Chuck served as a naval submarine officer in the Pacific for three years.

Education

  • University of Michigan Law School (J.D., 1992)
  • Georgetown University (M.A., 1985)
  • U.S. Naval Academy (B.S., 1984)

Admitted to Practice

  • California


Igor Kirman is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz, where he focuses primarily on mergers and acquisitions, activism and takeover defense, corporate governance and general corporate matters. He has advised public and private companies, as well as private equity funds, in connection with mergers and acquisitions, divestitures, leveraged buyouts, joint ventures, cross-border deals, shareholder activism, takeover de-fenses and corporate governance matters.

Mr. Kirman is a frequent speaker at professional conferences, and has written articles in numerous professional publications on topics relating to mergers and acquisitions and corporate governance. He has been frequently recognized for achievement by professional organizations such as Chambers USA, New York Superlawyers, Who’s Who Legal and Best Lawyers in America.  He was twice named as Dealmaker of the Year by American Lawyer (2006 and 2015).

Mr. Kirman is the author of a book, "M&A and Private Equity Confidentiality Agreements" (Aspatore). He is the chair of the Practising Law Institute's annual "Doing Deals" program in New York and teaches a course on M&A as an adjunct at Columbia Law School.  He also serves on the Advisory Board of the Practical Law Company and on the Mergers & Acquisitions Advisory Board of Strafford Publications. 

Mr. Kirman received a B.A. in Ethics, Politics and Economics magna cum laude from Yale University in 1993. He completed his J.D. at Columbia Law School in 1996, where he was notes editor of the Columbia Law Review.  He is involved in a number of civic institutions, and serves as a member of the Advisory Board of the Mount Sinai School of Medicine and as a Trustee of the Trinity School.  He was born in Ukraine and speaks Russian.


James R. Griffin is a partner in Weil’s Mergers & Acquisitions practice and is based in Dallas. Mr. Griffin represents both private and publicly held companies from a broad range of industries in mergers and acquisitions and related transactions, including public and private company mergers, stock acquisitions, asset acquisitions, tender offers, divestitures, auction transactions, defensive strategies and going-private transactions. He also advises boards and special committees on fiduciary duties in the M&A context.

Experience

  • A consortium led by Mubadala Investment Company in the pending sale of its approximately 60% equity interest in EMI Music Publishing to Sony Corporation of America, in a transaction valued at approximately $4.75 billion
  • The Dow Chemical Company in its $130 billion all-stock merger of equals with E. I. du Pont de Nemours and Company
  • Applied Materials, Inc. in its proposed $29 billion combination with Tokyo Electron Limited and its $4.9 billion acquisition of Varian Semiconductor Equipment Associates
  • Oracle Corporation in its $9.3 billion acquisition of NetSuite, $5.3 billion acquisition of MICROS Systems, $663 million acquisition of Textura Corporation and $532 million acquisition of Opower, Inc.
  • SoftBank Group Corp. in its $3.3 billion acquisition of Fortress Investment Group LLC
  • SoftBank Vision Fund in its $2.25 billion minority investment in GM Cruise Holdings LLC (Cruise) alongside a $1.1 billion investment in Cruise by GM
  • WPX Energy, Inc. in its $2.75 billion acquisition of RKI Exploration & Production, LLC
  • LIN Media in its combination with Media General Inc. in a transaction valued at $2.6 billion
  • Gores Holdings II, a SPAC sponsored by an affiliate of The Gores Group, in its transaction with Verra Mobility Corporation, with an initial enterprise value of approximately $2.4 billion
  • zulily, inc. in its $2.4 billion sale to Liberty Interactive
  • Gores Holdings, Inc. in its acquisition of Hostess Brands, LLC, in a transaction valued at approximately $2.3 billion
  • Pace Holdings Corp. in its business combination with Playa Hotels & Resorts B.V., in a transaction valued at approximately $1.75 billion
  • Tidewater Inc. in its pending $1.25 billion combination with GulfMark Offshore, Inc.
  • Perella Weinberg Partners in its combination with Tudor, Pickering, Holt & Co.
  • Jazz Pharmaceuticals in its $1 billion acquisition of Gentium S.p.A.
  • Merz Pharma Group in its topping bid to acquire Obagi Medical Products
  • Reid Hoffman, a co-founder and the executive chairman of LinkedIn Corporation, in his capacity as a shareholder of LinkedIn, in LinkedIn’s $26.2 billion sale to Microsoft Corporation
  • Riverbed Technology in its $1 billion acquisition of OPNET Technologies
  • Synopsys, Inc. in its $500 million acquisition of Magma Design Automation and acquisitions of the assets of Goanna Software Pty Ltd (d/b/a Red Lizard Software) and the low power Bluetooth wireless IP and related assets from Silicon Vision Technologies Ltd and Silicon Vision LLC Egypt
  • Blackboard Inc. in its $1.8 billion sale to Providence Equity Partners
  • Brink’s Home Security in its $2 billion sale to Tyco International
  • ORIX USA Corporation (a subsidiary of ORIX Corporation) in its acquisition of Lancaster Pollard Holdings, LLC
  • Primoris Services Corporation in its acquisition of Willbros Group, Inc.
  • Koshidaka Holdings Co., Ltd. in the U.S. aspects of its acquisition of Curves and of Curves for Women II, L.C.

Mr. Griffin has been recognized as a leading lawyer in Corporate/M&A by Chambers USA and as one of the leading lawyers in mergers and acquisitions and corporate governance by The International Who’s Who of Mergers and Acquisitions Lawyers and The International Who’s Who of Corporate Governance Lawyers. He has also been listed in Best Lawyers in America for mergers and acquisitions and corporate governance since 2008; is recommended for M&A for Mega-Deals ($1bn+) by Legal 500 US; and is recognized as a “Highly Regarded” lawyer for M&A in Texas by IFLR1000. Mr. Griffin has been recognized by D CEO Magazine as one of the Dallas area’s most powerful and influential business leaders and among the Top 100 Law Influencers in the U.S. by The Business Journals.

Mr. Griffin is immediate past Vice Chair of the American Bar Association’s Mergers and Acquisitions Committee, which comprises more than 4,000 M&A specialists from all over the world. Mr. Griffin previously served as Chair of the Committee’s Subcommittee on Public Company Acquisitions and M&A Market Trends Subcommittee.


James Walker concentrates in government investigations and enforcement proceedings, complex commercial litigation, professional liability and legal ethics.  Mr. Walker represents companies and senior executives in investigations of potential violations of the securities laws, and law firms and lawyers in litigations and proceedings involving investigations of criminal, regulatory and/or professional misconduct claims.  Mr. Walker is the Chair of the New York County Lawyer’s Association Professional Ethics Committee.  He has served on the New York City Bar’s Professional Discipline, Professional and Judicial Ethics, Professional Responsibility, and Securities Regulation Committees, and on the New York State Bar Association Committee on Professional Ethics, where he has been a member since 1996.  Mr. Walker frequently lecturers on legal ethics, internal investigations and corporate governance, and has published articles addressing on attorney-client privilege, professional ethics, and issues arising under the securities laws.  Mr. Walker also serves as General Counsel to Richards Kibbe & Orbe LLP.


Jennifer Muller is Co-Head of Houlihan Lokey’s Special Committee and Fairness Opinion practices. She is also a Vice Chair of the American Bar Association’s Mergers & Acquisitions Committee and a board member of the University of Pennsylvania Institute for Law and Economics. Ms. Muller is experienced in business valuations and corporate governance. Her clients have included Google, Broadcom, NVIDIA, Liberty Media, and Dell.

Ms. Muller speaks frequently on corporate finance and the role of the financial advisor in M&A transactions. Recently, she has spoken at the National Institute on Negotiating Business Acquisitions, UPenn Law School, and the American Bar Association, Harvard Law School, the UC Berkeley School of Law and Columbia Law School. Ms. Muller also speaks regularly about increasing the level of participation of women in M&A and is the Chair of the American Bar Association’s Women in M&A Task Force.


Joel Friedlander is a founding partner of Friedlander & Gorris, P.A., a litigation boutique focusing on corporate law litigation, alternative entity disputes, and commercial litigation in Delaware state and federal courts.  Benchmark Litigation recognized the firm as “Delaware Firm of the Year” for 2015 and 2017.  Mr. Friedlander has 25 years of experience litigating breach of fiduciary duty actions and contract disputes relating to the control of Delaware entities.  The 2017 edition of The Best Lawyers in America recognized him as “Litigation – Mergers and Acquisitions ‘Lawyer of the Year’ for Wilmington, Delaware.”  Mr. Friedlander has been profiled in The Wall Street Journal and named “Litigator of the Week” in The Am Law Litigation Daily.  The current edition of Chambers USA designates him as “Band 1” and states:

Standout plaintiffs’ lawyer” Joel Friedlander comes highly recommended for his work representing clients in litigation involving contract disputes and breach of fiduciary duty actions.  Market sources describe him as a “brilliant mind who is involved in some of the largest Delaware cases,” and also praise his trial skills and work ethic.

Mr. Friedlander is a Lecturer on Law at Harvard Law School, where he will co-teach a course entitled Advisory Liability in M&A (with Professor Jesse Fried).  He is the author of the following law review articles:

  • “Vindicating the Duty of Loyalty: Using Data Points of Successful Stockholder Litigation As a Tool for Reform,” 72(3) Bus. Law 623 (Summer 2017)
  • “Is Delaware’s ‘Other Major Political Party’ Really Entitled To Half of Delaware’s Judiciary?,” 58 Ariz. L. Rev. 1139 (2016)
  • “How Rural/Metro Exposed the Systemic Problem of Disclosure Settlements,” 40 Del. J. Corp. L. 877 (2016)    
  • “Overturn Time-Warner Three Different Ways,” 33 Del. J. Corp. L. 631 (2008)
  • “The Rule of Law at Century’s End,” 5 Tex. Rev. L. & Pol. 317 (2001)
  • “Corporation and Kulturkampf: Time Culture as Illegal Fiction,” 29 Conn. L. Rev. 31 (1996)
  • “Constitution and Kulturkampf: A Reading of the Shadow Theology of Justice Brennan,” 140 Pa. L. Rev. 1049 (1992)


Joel I. Greenberg is a Senior Corporate Partner at Arnold & Porter Kaye Scholer LLP and practices in the firm’s New York City office. He concentrates in US and cross-border mergers and acquisitions of public and private companies, representation of financial sponsors, and securities transactions. He also advises publicly held and private companies on a wide variety of corporate governance and day-to-day corporate as well as transactional matters. Joel is an active member and former Chair of the M&A Committee (an international committee of the ABA's Section of Business Law with more than 5,000 members) and is currently serving as a member of the Committee's Executive Council.

Among the matters that Joel has handled recently are the representation of:

  • Celestica, Inc. in its acquisition of Atrenne Integrated Solutions, Inc. for $143 million.
  • Celestica, Inc. in its acquisition of Impakt Holdings, LLC for approximately $329 million.
  • Carestream Health, Inc., in the sale of its dental digital business to Clayton, Dubilier & Rice and Hillhouse Capital Management.
  • Onex Corporation in the sale of USI Insurance Services to an affiliate of KKR & Co. L.P. and Caisse de dépôt et placement du Québec.
  • Onex Corporation and Schumacher Clinical Partners in the acquisitions of ECI Healthcare Partners and Hospital Physician Partners.
  • Onex Corporation in its investment in Schumacher Clinical Partners.
  • Skilled Healthcare Group in its combination with Genesis Healthcare
  • Valley Crest Companies  in its merger with Brickman Group (now known as BrightView)

Joel is a frequent lecturer on mergers and acquisitions topics, and has spoken at programs sponsored by the American Bar Association, the Association of the Bar of the City of New York, the Association of Corporate Counsel, the Center for International Legal Studies, Columbia Law School, Cornell Law School, Harvard Law School, the Inter-Pacific Bar Association, International Financial Law Review, Law Journal Seminars, Penn State Dickinson School of Law, Stanford Law School, UCLA School of Law, University of Chicago Graduate School of Business, University of Miami School of Law and University of Texas School of Law. He co-chairs the ABA’s annual National M&A Institute.

Joel is included in Chambers Global; Chambers USA: America’s Leading Lawyers for Business; Legal 500 U.S.; The Best Lawyers in America; Who's Who Legal (Mergers & Acquisitions); Practical Law Company’s Mergers and Acquisitions Guidebook; Experts Guides’ Banking Finance and Transactional Law Guide; and EuroMoney’s Guides to the World’s Leading Mergers and Acquisitions Lawyers and Corporate Governance Lawyers. He is a graduate of Yale Law School.


John K. Hughes is a partner in the Mergers and Acquisitions group and Private Equity group. He practices out of the Washington, D.C. office. For 25 years, he has been involved in representing clients in merger and acquisition and private equity transactions, including acquisitions, divestitures, take-privates, recapitalizations and restructurings, strategic investments (minority and majority), cross-border transactions, joint ventures, debt and equity financings, and commercial lending. In these transactions, he has represented the full range of deal participants, including bidders (U.S. and non-U.S.), targets, private equity sponsors, hedge funds (as private equity investors, financing sources, and investors), private investors, management teams, public companies and private companies, joint venture partners, boards of directors and special committees, investment banking firms and financing sources, arbitrageurs, and others involved in the transactional process. He also has represented governmental agencies (Federal and State) engaged in M&A transactions, and is familiar with associated public policy considerations involved in those settings. He has been involved in and provides advice on all phases of the transaction process, ranging from initial planning and strategic assessment, to deal structuring and negotiation, to execution and to post-acquisition advice to portfolio companies. He represents investment banking firms in their role providing M&A financial advisory services to clients on transactional matters, and as providers of fairness and solvency opinions. He counsels clients on general corporate and strategic business-related matters, including directors’ fiduciary duties and responsibilities and other aspects of corporate governance and disclosure matters, and he has experience working on transactions in bankruptcy and other distressed settings.

Mr. Hughes has worked across industries, including manufacturing, financial institutions, technology, gaming, media and telecommunications, consumer products, retail, airlines, aerospace and defense, healthcare and pharmaceutical, real estate and REITs, energy and other regulated businesses. He often works in tandem with members of the firm’s industry practice groups, where industry-specific regulatory and other matters are involved.

Mr. Hughes is actively involved in the American Bar Association’s Mergers & Acquisitions Committee, comprised of more than 4,000 M&A specialists from across the United States, Canada, and more than 20 other countries. He currently serves as Vice Chair of the M&A Committee. In 2006 he co-founded, and from 2006-2015 served successively as Vice Chair, Co-Chair, and Chair of, the M&A Committee’s Subcommittee on Private Equity M&A (1,500 members), organizing presentations and speakers (practitioners, bankers, academics, industry participants, judges) on current topics in Private Equity and M&A. The Subcommittee also participated in development of the ABA’s initial Private Equity Buyer/Public Target Mergers & Acquisitions Deal Points Study. He is a member of the M&A Committee’s other Subcommittees and Task Forces (Market Trends; Public Company M&A; International M&A; Dictionary of M&A Terms, Financial Advisors; Governance Issues in Business Combinations). He graduated from Syracuse University College of Law and from Boston College, and attended St. John’s College, University of Durham (England) and The Fletcher School of Law and Diplomacy. He was Editor of the Syracuse Law Review, and received the "Anderson Publication Award" for his student Note (The Constitutionality of the Bankruptcy Court and the Ongoing Search for a Principled Distinction Between Article I and Article III Courts: A Re-evaluation After Northern Pipeline v. Marathon).

Earlier, Mr. Hughes held positions on the staff of the Secretary of Health, Education and Welfare in the Carter Administration. He subsequently assisted that Cabinet Secretary on a book (Governing America: An Insider’s Report from the White House and the Cabinet) (Simon & Schuster) that addressed domestic public policy topics. He served as Special Assistant to the Special Counsel, Committee on Standards of Official Conduct, U.S. House of Representatives (investigation into alleged wrongdoing by Members of Congress and Congressional Pages).


Justice Barry R. Ostrager received his undergraduate degree from the City College of the City University of New York in 1968 and his J.D. degree from New York University School of Law in 1973.

Justice Ostrager was appointed to the New York Court of Claims by Governor Andrew Cuomo in June, 2015, and served as an Acting New York Supreme Court Justice assigned to the Commercial Division. In June 2017, Governor Cuomo appointed Justice Ostrager to the New York State Supreme Court, and he remains assigned to the Commercial Division. Prior to his appointment, except for a federal judicial clerkship, Justice Ostrager spent his entire pre-judicial career at Simpson Thacher & Bartlett, LLP, becoming a partner in 1980 and serving as Chair of the firm’s Litigation Department from 1999-2011. As a frontline trial and appellate litigator, Justice Ostrager tried many multi-billion dollar cases to verdict and argued scores of appeals, including two successful arguments before the United States Supreme Court.

Justice Ostrager is the co-author of the Handbook on Insurance Coverage Disputes, 19th Edition (Wolters Kluwer 2019); co-author of Modern Reinsurance Law and Practice, 3d Edition (Thomson Reuters 2014), and a contributing author to Business and Commercial Litigation in Federal Courts (Thomson Reuters).

Justice Ostrager is a member of The City Bar, New York County Lawyers’ Association, New York State Bar Association, American Bar Association, American Law Institute, Federal Bar Council and the International Academy of Trial Lawyers.


Kevin Miller is a partner in the Corporate Transactions & Securities Group at Alston & Bird and the head of Alston & Bird’s Financial Advisors Practice. Alston & Bird is regularly ranked by The American Lawyer and Corporate Control Alert as among the leading counsel to investment banks acting as financial advisors.  

Kevin is a frequent author and speaker on M&A topics, including fairness opinions, the role of investment bankers and legal and regulatory developments relating to mergers and acquisitions. Kevin is a member of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar, as well as the advisory boards of DealLawyers.com and the DealLawyers newsletter and a frequent contributor to the DealLawyers.com Blog. Kevin is a graduate of Rutgers University (JD) and the University of Michigan (MA and AB).

 
Publications


Lew Steinberg is Managing Director Mergers and Acquisitions and Head of Structured Solutions in the Global Corporate and Investment Bank of Bank of America Merrill Lynch.  Lew joined BAML in May 2015.  Lew focuses on tax, legal and accounting structuring with respect to mergers and acquisitions and selected capital markets transactions.

Prior to May 2015, Lew was Managing Director Mergers and Acquisitions and Head of Strategic Advisory in the Investment Banking Department of Credit Suisse (USA) LLC, which he joined in July 2010.  Prior to Credit Suisse, Lew was Managing Director and Global Head of the Strategic Solutions Group in the Investment Banking Department at UBS Securities LLC.

As a banker, Mr. Steinberg has been involved in a number of significant M&A transactions, including SPX’s proposed spin-off of its Flow business, GTECH’s acquisition of International Game Technology Inc., Imperial Tobacco’s acquisition of U.S. cigarette brands from Lorillard Inc. and Reynolds American Inc., Energy Transfer’s acquisition of Susser Holdings, Albertson’s acquisition of Safeway Inc., Rayonier’s spin-off of its Performance Fibers business, Paladin’s sale to Endo Health Solutions, Berry Petroleum’s sale to LINN Energy and Liberty Global’s acquisition of Virgin Media.

Until December 2004, Lew was a partner and co-head of the tax department with the New York law firm of Cravath, Swaine & Moore LLP, where he specialized in corporate, partnership and international tax, focusing on mergers and acquisitions, financial products and corporate finance transactions. Lew joined Cravath as an associate in 1984 and was elected partner in 1991.

Lew received his A.B. from Amherst College (Phi Beta Kappa), his J.D. (with honors) from the New York University School of Law, and his LL.M. in Tax, also from NYU. Lew is an Adjunct Professor at NYU, where he has taught since 1993. He is a former Chair of the New York State Bar Association Tax Section and a former co-Chair of the Taxation Committee of the International Bar Association. Lew is a Life Trustee of the NYU School of Law and a Board Chair of the Lar Lubovitch Dance Company.


Melissa Sawyer is a partner in Sullivan & Cromwell LLP’s Mergers & Acquisitions Group and is co-head of the Firm’s Corporate Governance & Activism Practice. In addition to advising clients on public and private M&A transactions, joint ventures and strategic alliances, she also regularly advises clients on corporate governance, activism and takeover defense matters. Ms. Sawyer’s experience spans multiple industries, including consumer and retail, industrials, medtech and insurance.

Ms. Sawyer has been repeatedly recognized as a leading M&A adviser. She is ranked by Chambers USA in Corporate/M&A, where clients describe her as “an absolute superstar,” and was named a Client Service All-Star by BTI. She was also named to The Deal’s “Women in M&A: The Powerhouse 20” for shaping the industry with her novel approach to transactions and has been recognized as a Law360 MVP in Food & Beverage, one of Crain’s “Leading Women Lawyers in New York City” and was named “Dealmaker of the Week” by The American Lawyer. Additional accolades include receiving a Burton Award for Legal Achievement and being chosen as an Empire State Counsel Honoree by the New York State Bar Association.

Ms. Sawyer has recently advised: Apollo Education, AT&T, BBA Aviation, CONMED, CPPIB, CSM Bakery, Diageo, DS Smith, FXI, GameStop, OTPP, Sotheby’s and UnitedHealth.

Ms. Sawyer is currently a Lecturer in Law at Columbia Law School, a Fellow of the American Bar Foundation and a member of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association. Ms. Sawyer has participated in numerous panels for the Practising Law Institute and regularly writes for The M&A Lawyer, The Deal Pipeline and LexisNexis.

Recent Publications

  • “Carve-Out Transactions: Key Seller Considerations,” Practical Law (2019)
  • “How to prepare for 2019’s proxy season,” Corporate Secretary (2018)
  • “When An Activist Designee Joins Your Board,” Law360 (2018)
  • “Facing activists on ESG,” IR Magazine (2018)
  • “Just Getting Started: M&A in 2017 and What to Expect in 2018,” The M&A Lawyer (2018)
  • “Steps to Succession: Planning Techniques for Latin American Family Businesses,” STEP Journal (2017)
  • “Getting to the Head of the Table,” Directors & Boards (2017)

Education

University of Virginia Law School, J.D. 2000
Washington and Lee University, B.A. 1997


Meredith Kotler represents companies, financial institutions, and their management and boards in high-stakes litigation, including securities, M&A, and shareholder disputes. She has argued many significant cases in federal and state courts, including the Delaware Chancery Court.

Ms. Kotler has spoken on securities, corporate governance, and M&A litigation issues and other topics at the SIFMA C&L Annual Seminar, Tulane Law School’s Corporate Law Institute, the Practising Law Institute, The SEC Institute, and the Compliance, Governance and Oversight Council. Her writings on the latest developments in Delaware courts and deal litigation have been published in the Harvard Law School Forum on Corporate Governance and other outlets. Ms. Kotler has been recognized by Chambers for Securities Litigation, as a Leading Lawyer for M&A Litigation by Legal500, and as a National Practice Area Star for Securities Litigation by Benchmark Litigation, and was named to Benchmark’s 2019 Top 250 Women in Litigation. In September 2018, she was named “Litigator of the Week” by The American Lawyer for her work representing National Amusements Inc. (NAI), Shari Redstone, and Sumner Redstone in Delaware Chancery Court litigation against CBS Corporation and certain members of its Board of Directors concerning CBS’s attempt to dilute NAI’s voting control of CBS.

From 1998 to 2004, Ms. Kotler served as an Assistant U.S. Attorney in the Southern District of New York. During the last 18 months of her tenure, she was the Deputy Chief Appellate Attorney in the Civil Division, where she supervised a number of attorneys in the briefing and arguing of appeals before the U.S. Court of Appeals for the Second Circuit. As an Assistant U.S. Attorney, Ms. Kotler served as lead counsel for the United States in the WorldCom bankruptcy proceedings, and as co-counsel for the United States in the consolidated WorldCom securities class action.


Steven Haas is a partner at Hunton & Williams LLP and co-head of the firm’s M&A practice.  In 2015, he was named as an M&A “Rising Star” by Law360.  In 2013, he was named to the “40 under 40” list of legal counsel by The M&A Advisor.  He was also named a “Rising Star of Corporate Governance” by the Millstein Center for Global Markets and Corporate Ownership at Columbia Law School.  In addition, he is a fellow at the American College of Governance Counsel.  Prior to joining Hunton & Williams, Steven worked at Abrams & Laster LLP in Wilmington, Delaware.

Steven is an appointed member of the Committee on Corporate Laws of the Business Law Section of the American Bar Association. This committee has jurisdiction over the Model Business Corporation Act, which is followed in whole or in part by a majority of states.

Steven is the co-editor and contributing author of Corporate Governance: Law and Practice (LexisNexis), which is a two-volume/16-chapter treatise. He also is a frequent author and contributes to the blogs Deal Lawyers and Harvard Law School Forum on Corporate Governance and Financial Regulation.

Steven previously served as chairman of the ABA Corporate Governance Subcommittee on Current Developments and Emerging Issues. In addition, he has served for several years as an adjunct professor of law at the University of Richmond School of Law, where he has taught a course on mergers and acquisitions.

Steven is a graduate of the University of Virginia School of Law, where he served as notes editor on the Virginia Law Review.  He is a member of the Virginia and Delaware bars.


Susanna M. Buergel is a partner in the Litigation Department of Paul, Weiss, Rifkind, Wharton & Garrison LLP. Susanna serves as co-chair of the Securities Litigation and Enforcement Group. The Group has been named Securities Litigation Department of the Year by The American Lawyer, The New York Law Journal, Benchmark Litigation, Law360 and U.S. News and World Report. The American Lawyer called the practice “big, powerful and swaggering,” noting that “no other firm matched the number and magnitude of headline making securities litigation.” Susanna has extensive experience handling a broad range of matters, with particular emphasis defending financial institutions and corporations in complex securities and commercial matters in federal and state courts across the country. She also regularly represents clients, including financial institutions and other public companies, before the Securities and Exchange Commission, the Department of Justice and numerous other federal and state regulatory authorities. Susanna has been recognized by numerous publications and directories, including Law360, Chambers USA, The Legal 500 and Benchmark Litigation. In 2018, Law360 named Susanna a Banking MVP and in 2017 Benchmark Litigation listed Susanna as a Top 250 Women in Litigation.

Susanna served as articles editor of the Columbia Law Review and was a Harlan Fiske Stone Scholar. She is an adjunct lecturer in law at Columbia Law School and currently teaches a course in trial practice. Susanna was named a Law360 Banking MVP in 2018, and in 2010 she was selected to Law360’s list of 10 Securities Lawyers Under 50 to watch. Susanna was ranked by Chambers USA 2018 in the Litigation: Securities (NY) category and was named a “Litigation Star (US)” and “Local Litigation Star (NY)” by Benchmark Litigation. In 2018, she was also recognized by Lawdragon in its list of 31 “Legends” and she was included in its list of “500 Leading Lawyers.” Susanna was recommended by The Legal 500 US 2018 in the “Securities Litigation: Defense” category. She was also recognized in the 2019 edition of Best Lawyers for her work in commercial litigation. In 2017, she was named to Benchmark Litigation’s Top 250 Women in Litigation and in 2016, Susanna was recognized by Law360 as one of “The 25 Most Influential Women in Securities Law.”


The Honorable Collins J. Seitz, Jr. was sworn in as Chief Justice of the Supreme Court of Delaware on November 8, 2019.  He has served as a Supreme Court Justice since 2015.  Prior to his judicial appointment, Justice Seitz was a founding partner of Seitz Ross Aronstam & Moritz LLP, a boutique corporate advisory and litigation firm in Wilmington, Delaware representing clients in high profile corporate and trust disputes in the Delaware Court of Chancery.  Before founding Seitz Ross, Justice Seitz was a partner of Connolly Bove Lodge & Hutz LLP in Wilmington Delaware, where he litigated corporate and intellectual property disputes.

A member of the Delaware Bar since 1983, Justice Seitz served as a board member and chair of the Board of Bar Examiners, and a board member of the Board on Professional Responsibility.  Both federal and state courts often appointed Justice Seitz as a Master and Trustee to oversee complex corporate, commercial and intellectual property cases.  He is a Fellow of the American College of Trial Lawyers.

Justice Seitz received his undergraduate degree from the University of Delaware and his law degree from the Villanova University School of Law.


Tiffany Posil is Counsel* in the Washington, DC office of Hogan Lovells. She advises public companies on Securities and Exchange Commission (SEC) reporting and disclosure obligations, corporate governance matters, and mergers and acquisitions. Tiffany also assists public companies and their boards of directors in preparing for and defending against unsolicited takeover proposals and activist stockholders.

Prior to joining Hogan Lovells, Tiffany served as Special Counsel in the SEC’s Office of Mergers and Acquisitions. In that role, she administered and interpreted the federal securities law requirements relating to tender offers, proxy contests, beneficial ownership reporting, and going private transactions. She also played a key role in the Staff’s monitoring of shareholder activist matters and in the universal proxy rulemaking. Before joining the SEC, Tiffany practiced in Wilmington, Delaware, where she counseled corporations, officers, directors, board committees and stockholders in connection with a wide variety of transactional and advisory matters, including mergers and acquisitions, proxy contests, stockholder meetings and corporate governance matters.

*Admitted only in Delaware. Supervised by principals of the firm.


William D. Regner is a corporate partner, Co-Head of the firm’s Mergers & Acquisitions Group and a member of the Technology, Media & Telecommunications, Financial Institutions and Corporate Governance Groups. He focuses on public company transactions and corporate governance matters and advises boards, special committees and senior management on governance issues, including activist challenges and risk management. He has experience across many industries, but is particularly active in the TMT and asset management sectors. He also regularly represents investment banking firms in their roles as financial advisors in major transactions. Mr. Regner was recognized as a “Client Service All-Star” by BTI Consulting in 2018.

Mr. Regner is ranked as a leading M&A lawyer by Chambers USA (2018), where sources say he “has the knowledge and experience, but his approach is pragmatic, commercial and practical” and that he has “outstanding technical knowledge and commercial awareness” and “comes up with creative solutions.” Clients highlight his “excellent commercial judgment and good commercial sense” and say that he “really commands a room but is also a very good listener,” and he is also praised for his “superb negotiating and drafting” skills. Clients describe his approach as “commercial and practical” and note that he has “outstanding technical knowledge and commercial awareness.” He is recommended by The Legal 500 US (2018) which calls him “thoughtful, smart and savvy” and lauds his delivery of “high-value and to-the-point advice.” He is also recognized by IFLR1000 (2018) as a leading M&A lawyer.

Mr. Regner is a frequent speaker on legal developments affecting mergers and acquisitions. Recent engagements include “Advising the Board of Directors in an M&A Transaction: An Overview of the Board’s Responsibilities” (2018) at the Practising Law Institute’s Mergers & Acquisitions 2018: Advanced Trends and Developments conference, “Bank M&A Mechanics and Regulatory Issues” at FIRMA’s Current Risk Issues seminar (2017) and “The Deal: A View of Delaware Law Developments from M&A Practitioners” at the Practising Law Institute’s Delaware Law Developments 2017: What All Business Lawyers Need to Know seminar (2017). Mr. Regner also moderated a discussion on “Disclosure Matters and Other SEC Considerations in M&A” for Practising Law Institute’s Mergers & Acquisitions 2017: Advanced Trends and Developments event (2017).

Mr. Regner is the co-author of Takeovers: A Strategic Guide to Mergers & Acquisitions (Wolters Kluwer Law & Business 2013) and is a contributor to Corporate Governance: Law and Practice (Matthew Bender 2013). His published articles include “Appraisal Rights: Navigating the Maze After DFC Global, Dell, and Aruba” for the Harvard Law School Forum on Corporate Governance and Financial Regulation (2018), “US And UK Share Purchase Agreements: Comparing Approaches,” Practical Law (January 2015) and “How Sell-Side Advisors Can Reduce Litigation Risk in Light of Delaware’s Rural/Metro Decision,” Journal of Investment Compliance, Volume 15 Issue 2 (August 2014). He is also a contributing author of The Private Equity Primer: The Best of the Debevoise & Plimpton Private Equity Report and the Debevoise & Plimpton Private Equity Report.

Mr. Regner joined Debevoise as an associate in 1994 and became a partner in 2002. Mr. Regner received his A.B. from Colgate University in 1988 and his J.D. summa cum laude from the Benjamin N. Cardozo School of Law in 1994, where he was Articles Editor of the Cardozo Law Review.


Youmna Salameh is a member of Houlihan Lokey’s Financial Advisory Services business, where she focuses on advising boards of directors and special committees in related party transactions and other situations involving the need for heightened sensitivity around corporate governance considerations.

Ms. Salameh has more than a decade of experience in financial services and has advised companies in a variety of situations, including mergers & acquisitions, capital raises, and recapitalizations.

Before joining Houlihan Lokey, Ms. Salameh was a member of the Financial Sponsors & Leveraged Finance Group at UBS Investment Bank, where she where she structured leveraged buyouts and recapitalizations. Previously she held Financial Analyst positions at Houlihan Lokey and Barclays Capital.

Ms. Salameh graduated cum laude with a B.S. in International Economics from Georgetown University’s School of Foreign Service, and she holds an MBA from Harvard Business School.


Mr. Bayliss is a partner at Abrams & Bayliss LLP, a corporate and business law boutique based in Wilmington, Delaware that focuses on (a) high stakes litigation involving Delaware corporations and other business entities and (b) transactional matters carrying a significant risk of litigation or involving novel or complex issues of Delaware law.  Mr. Bayliss represents a broad array of clients, including national and international corporations, stockholders, directors, equity investors and executives, in both defensive and offensive roles (including contingent fee litigation). 

Mr. Bayliss’s current representations include serving as counsel for affiliates of Elliott Management Corporation and Magnetar Capital LLC in their challenge to Lions Gate Entertainment Corporation’s $4.4 billion acquisition of Starz.  He is also serving as successor counsel to Immunomedics, Inc. in multiple litigations arising out of its proposed transaction with Seattle Genetics, Inc. and the proxy contest launched by venBio Select Advisor LLC.

This summer, Mr. Bayliss represented Starboard Value and Opportunity Master Fund Ltd. in expedited litigation in the Delaware Court of Chancery against comScore, Inc. and Engaged Capital Flagship Master Fund, LP in expedited litigation against Rent-A-Center, Inc.  Last year, Mr. Bayliss served as Delaware counsel to Sumner Redstone in connection with multiple disputes in the Court of Chancery involving his controlling stake in Viacom, Inc.

Mr. Bayliss’s accomplishments as counsel for defendants include successfully arguing before the Delaware Court of Chancery and the Delaware Supreme Court for dismissal of a consolidated class action challenging Valeant Corporation’s $15.8 billion acquisition of Salix Pharmaceuticals, Inc.  Mr. Bayliss also served as lead trial counsel in both Merlin Partners, LP v. AutoInfo, Inc., C.A. No. 8509-VCN (Del. Ch. April 30, 2015) and LongPath Capital v. Ramtron International Corp., C.A. No. 8094-VCP (Del. Ch. June 30, 2015), two key cases that helped establish the importance of merger price in Delaware appraisal litigation.  Mr. Bayliss’s accomplishments as counsel for plaintiffs include seeking and obtaining an order blocking a $230 million recapitalization transaction in Kalisman v. Friedman, C.A. No. 8447-VCL (Del. Ch. 2013).  

Mr. Bayliss received his B.A. from Yale University and his J.D. from the University of Virginia School of Law, where he served as a managing editor of the Virginia Tax Review and received the Kingdon Prize for winning the William Minor Lile Moot Court Competition.  Mr. Bayliss has been selected for inclusion in Chambers USA as a leading litigator in the Delaware Court of Chancery and recognized as a “Rising Star” in Delaware by Super Lawyers

Before joining Abrams & Bayliss LLP, Mr. Bayliss worked for Skadden, Arps, Slate, Meagher & Flom LLP in Wilmington, Delaware. 


Mr. Davey is a partner in the firm’s Corporate Group.  His practice focuses primarily on business, corporate and alternative entities litigation in the Delaware Court of Chancery.  He frequently advises directors, acquirers and financial advisors in connection with mergers and acquisition litigation.  In addition, Brad has substantial experience litigating and providing advice regarding various proceedings under the Delaware General Corporation Law, including appraisal, advancement and indemnification, books and records demands, and director election contests.  Brad has also assisted companies from a wide range of industries with special investigations of alleged improper conduct. 

Brad is a frequent speaker at a variety of corporate law seminars and symposia, including the Tulane Institute of Corporate Law and the University of Pennsylvania Institute of Law and Economics, as well as seminars sponsored by the Practicing Law Institute and the American Bar Association.


Patricia regularly provides advice on corporate governance matters and a variety of corporate transactions for publicly traded and privately held corporations. Patricia is often called upon to advise on mergers and acquisitions, financings, asset sales and other significant transactions. Her work includes structuring complex transactions and often involves counseling boards of directors and board committees on their fiduciary duties and the technical aspects of Delaware corporate law. She also provides formal legal opinions on issues involving Delaware corporate law.

Patricia is actively involved with the American Bar Association’s Mergers & Acquisitions Committee and Corporate Laws Committee. She is Co-Chair of the Subcommittee on Acquisitions of Public Companies of the M&A Committee and Co-Chair of the MBCA Implementation and Outreach Subcommittee of the Corporate Laws Committee. From 2011-2018, she also served as Co-Chair of the Joint Task Force on Governance Issues in Business Combinations. As part of her role as Task Force Co-Chair, she served as an editor of The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors.

Patricia is a member of the Council of the Corporation Law Section of the Delaware State Bar Association and, in that capacity, participates in the annual review of, and preparation of amendments to, the Delaware General Corporation Law. She was appointed by the Delaware Supreme Court to serve as a member of the court’s Board on Professional Responsibility (2012-2018). In 2018, she became a fellow of the American College of Governance Counsel, and in 2019 was named to the Board of Trustees and Secretary.

Patricia also frequently speaks on Delaware corporate law issues at corporate law seminars and symposia around the country, including the Tulane Corporate Law Institute, the University of Texas Mergers & Acquisitions Institute, the Ray Garrett Jr. Corporate and Securities Law Institute, the Northwestern Law Securities Regulation Institute and the ABA National M&A Institute.

Patricia received her J.D., magna cum laude, from Villanova University School of Law in 1996, where she served as Executive Editor of the Villanova Law Review. She completed her undergraduate education at University of Delaware, receiving a B.S., magna cum laude, in 1992. Prior to joining Morris, Nichols, Arsht & Tunnell LLP, Patricia served as law clerk to The Honorable Randy J. Holland of the Supreme Court of the State of Delaware.


Charles R. Korsmo is a Professor of Law who teaches courses in corporate law, mergers, & acquisitions, corporate finance and torts. Korsmo’s articles have appeared in the Iowa Law Review, Washington University Law Review, Delaware Journal of Corporate Law, Journal of Corporation Law, William & Mary Law Review and Brooklyn Law Review, among others. His scholarship has been cited by the Delaware Court of Chancery, the U.S. Court of Appeals for the Second Circuit and in the New York Times and Wall Street Journal.

Prior to joining the faculty at Case Western, Korsmo was a Visiting Assistant Professor at Brooklyn Law School. Korsmo clerked for the Honorable Ralph K. Winter on the U.S. Court of Appeals for the Second Circuit, and practiced in the New York offices of Sullivan & Cromwell LLP. From 2001-2003, Korsmo worked at the Environmental Protection Agency and for the U.S House of Representatives as staff for the House Policy Committee and the Homeland Security Committee. In 2011, President Obama appointed Korsmo to the Board of Trustees of the Barry Goldwater Scholarship and Excellence in Education Foundation. He holds a BS in physics from the Massachusetts Institute of Technology and a JD from Yale Law School.


Dan Schleifman is a Managing Director of Credit Suisse in the Investment Banking division, based in New York. He is a member of the Mergers and Acquisitions Group, leads the firm’s Special Committee Practice and is responsible for M&A relationships with companies across a range of industries. Additionally, Dan is Chairman of the Investment Banking Advisory Committee (Americas), which approves the bank's provision of formal valuation advice to clients. He is also a member of the Reputational Risk Committee. 

Dan's extensive experience covers all aspects of the M&A practice, across industries in both domestic and international contexts. In particular, he has advised clients in buy-side, sell-side, joint venture, and hostile transactions. 

Dan joined Credit Suisse in November 2000 when the bank merged with Donaldson, Lufkin and Jenrette (DLJ), where he was a Managing Director in DLJ's Mergers and Acquisition Group. He began his Wall Street career at Merrill Lynch. 

Dan received his B.B.A. (Accounting) from George Washington University and his M.B.A. from University of Pennsylvania's Wharton School.


J. Travis Laster is a Vice Chancellor on the Court of Chancery of the State of Delaware. He received his A.B summa cum laude from Princeton University and his J.D. and M.A. from the University of Virginia, where he served on the Virginia Law Review, was a member of the Order of the Coif, and received the Law School Alumni Association Award for Academic Excellence. Prior to his appointment, he was one of the founding partners of Abrams & Laster LLP. While in private practice, he specialized in litigation involving Delaware corporations and other business entities, and advising on transactional matters carrying a significant risk of litigation. He also wrote and spoke frequently on aspects of business law. Before forming Abrams & Laster, he was a director of Richards, Layton & Finger P.A. Before joining Richards Layton & Finger, he clerked for the Honorable Jane R. Roth of the United States Court of Appeals for the Third Circuit. He is a member of the American Bar Association, Delaware State Bar Association, and the Rodney Inn of Court.