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Mergers & Acquisitions 2011: Trends and Developments


Speaker(s): Adam M. Fox, Corinne Ball, David W. Morse, Eric Simonson, Ernest S. Wechsler, James Q. Walker, John A. Marzulli, Jr., Jonathan A. Knee, Kelley D. Parker, Marilyn W. Sonnie, Richard A. Goldberg
Recorded on: Jan. 10, 2011
PLI Program #: 28642

Jonathan Knee is a Senior Managing Director at Evercore Partners and an Adjunct Professor and Director of the Media Program at Columbia Business School where he teaches Media Mergers and Acquisitions and Strategic Management of Media. He also co-teaches a Business Journalism seminar at the Columbia Journalism School with James Stewart.  Before joining Evercore in 2003, Knee was a Managing Director and Co-head of Morgan Stanley's Media Group and was previously Publishing Sector Head in the Communications, Media and Entertainment Group at Goldman Sachs. Prior to becoming an investment banker, he was Director of International Affairs at United Airlines and served as Adjunct Professor of Law at Northwestern University. His writing has appeared in the Wall Street Journal, New York Times, Washington Post, Los Angeles Times and The Atlantic. He is also the author of The Accidental Investment Banker: Inside the Decade that Transformed Wall Street (Oxford: 2006) and co-author of The Curse of The Mogul: What's Wrong With the World's Leading Media Companies? (Portfolio: 2009).


EXPERIENCE HIGHLIGHTS

Oncor Electric to be sold to NextEra Energy for $18.4 billion

OSX Leasing Trustee successfully exports oil and gas vessel from Brazilian waters

City of Detroit's chapter 9 plan of adjustment confirmed

HONORS & DISTINCTIONS

2016 Winner — G.W. University Distinguished Alumni Award

2015 Winner — St. Francis Service Award for her work with Catholic Charities of New York, where she serves as a trustee for the Cardinals Committee on Charity

M&A Advisor: Hall of Fame member and Leadership Award winner; 2013 Winner — Outstanding Achievements in Restructuring

2012 Winner — "Woman of the Year in Restructuring," IWIRC 2011 Human Relations Award, Anti-Defamation League

Repeatedly recognized in:

Chambers Global and Chambers USA (leader, tier one)

K&A Restructuring Register Legal 500 US

Best Lawyers in America (since 1995)

Super Lawyers: "Top 50 Women Lawyers in NY" (since 2007) and "Top 100"

Lawdragon 500 Leading Lawyers in America Who's Who Legal


Corinne Ball has nearly 40 years of experience in business finance and restructuring, with a focus on complex corporate reorganizations and distressed acquisitions, both court-supervised and extra judicial, including matters involving multijurisdictional and cross- border enterprises. She co-leads the New York Office's Business Restructuring & Reorganization Practice and leads the Firm's European Distress Investing and Alternative Capital Initiatives.

Corinne worked extensively on the City of Detroit restructuring, which followed her leading a team of attorneys representing Chrysler in its successful chapter 11 reorganization, which won the Investment Dealers' Digest Deal of the Year award for 2009. She also led a team of attorneys in the restructuring of FGIC and the sale of its portfolio to MBIA; the successful restructuring of Dana Corp., which emerged from bankruptcy in 2008; and has orchestrated many other reorganizations involving companies such as Oncor, Oi, OSX, US Manufacturing, Metaldyne, Axcelis Technologies, Kaiser Aluminum, Tarragon, and The Williams Communications Companies. In addition, she has counseled lenders and bondholders in the ABFS, Comdisco, Excite@Home, Exide SA, GST Communications, the Houston Sport's Authority and Jefferson County, European Wind Farms (Breeze) and the National Portuguese Railway, Loy Yang B, VARIG Airlines, and Worldcom restructurings, among others.

Corinne leads the Firm's distressed M&A efforts and is the featured "Distress M&A" columnist for the New York Law Journal. She won The National Law Journal's "Most Influential Lawyer of the Decade in Bankruptcy & Restructuring," Turnaround Management Association's "International Turnaround Company of the Year" Award, and was named "Dealmaker of the Year" by American Lawyer.

Corinne has served as a director of the American College of Bankruptcy and American Bankruptcy Institute.

EDUCATION

The George Washington University (J.D. with honors 1978); Williams College (B.A. magna cum laude 1975; Phi Beta Kappa)

BAR ADMISSIONS

New York


Adam M. Fox has a broad-based transactional practice, representing public and private companies, including private equity sponsors and related portfolio companies, institutional clients and investment banks, in mergers and acquisitions, proxy contests, recapitalizations, public and private equity and debt securities offerings and financing transactions. He also represents public and private companies on general corporate matters, including employment, licensing, joint venture and other agreements.

He is experienced in counseling investment banking clients with respect to M&A structuring issues and fairness and valuation opinions.

Mr. Fox is known for his commitment and patience and his ability to negotiate and consummate a diverse array of transactions that meet the practical needs of clients to complete transactions while protecting and promoting their interests.

Examples of notable transactions that Mr. Fox has handled include:

  • Interactive Brokers Group, Inc., an electronic market maker and broker-dealer, in its $1.2 billion initial public offering 
  • Datascope Corporation in its $865 million sale to Swedish healthcare-equipment maker Getinge AB and prior acquisitions and dispositions, including, most recently, the $202 million sale of its patient monitoring division to China-based Mindray Medical International, Inc. and the $24 million sale of its vascular closure business to St. Jude Medical, Inc.
  • Monster Worldwide, Inc. in its $225 million acquisition of HotJobs from Yahoo!
  • ASIMCO Technologies Holdings Limited, the largest independent producer of diesel engine components in China, and its consortium of investors, led by primary equity sponsor Key Principal Partners, in its $148 million sale of ASIMCO to Bain Capital
  • B&G Foods, Inc. in its $200 million initial public offering of equity securities
  • Commerce Velocity LLC, in its sale of a majority stake to and subsequent buyback from Bear Stearns and in its sale to Fidelity National Financial

Education
University of Massachusetts at Amherst, B.B.A, summa cum laude, 1988
University of Pennsylvania Law School, J.D., 1991, associate editor of the Comparative Labor Law Journal

Bar Admission
Member, New York Bar


Eric Simonson has nearly 30 years of experience representing clients, from small privately held companies to large public companies, as well as financial investors and investment banking firms, in the following areas:

  • mergers, acquisitions and joint ventures
  • securities matters
  • corporate finance
  • technology transactions
  • general business matters
  • corporate law
  • internal corporate investigations and corporate governance
  • capital raising activities, including early stage venture capital financings and complex commercial arrangements

Mr. Simonson has extensive experience in leveraged buyouts, “going private” transactions, partnerships, corporate restructurings, and the acquisition of troubled companies and distressed assets.  He regularly counsels corporations and boards of directors in takeover defenses and acquisition strategies, including friendly and hostile acquisitions of public companies, proxy contests, tender offers, mixed consideration mergers, and the acquisition of closely held and family-owned businesses.  Mr. Simonson represents both issuers and underwriters on public offerings of debt and equity securities, 144A placements and numerous off-shore offerings complying with Regulation S.

Mr. Simonson has represented clients in a range of industries, including technology, telecommunications, software, hardware, biotechnology and medical technology, media, chemicals, consumer products, food and nutritional products, luxury goods and services, healthcare providers and industrial products.

Mr. Simonson frequently lectures and publishes articles on M&A, joint ventures, distressed investing, private equity, technology, and corporate governance, among other topics.

Chambers USA recognizes Mr. Simonson as a leading corporate / commercial attorney and note he "is well thought of for his knowledge of public and private securities, capital markets, complex international acquisitions and LBOs."

Mr. Simonson holds a JD, cum laude, Order of the Coif, from the University of Chicago Law School, and an A.B., magna cum laude, from Colgate University, with honors in History and Economics.  While in law school, Mr. Simonson was a member of The University of Chicago Law Review. He also served as a law clerk for the Honorable Frank H. Easterbrook, U.S. Court of Appeals for the Seventh Circuit.


Ernest Wechsler has a diverse transactional-based practice focusing on domestic and cross border mergers and acquisitions, joint ventures, corporate restructuring and general corporate representations. He represents a broad range of clients including private equity funds, hedge funds and both private and publicly held operating companies in a wide range of industries. Representative clients with whom Mr. Wechsler works include AmTrust Financial Services and its affiliates, BlackRock, MSD Capital, MSDC Management, Perella Weinberg Partners and Stone Point Capital. Mr. Wechsler also represents insurance companies in the area of transactional risk products.

Mr. Wechsler was recognized as a leading lawyer by Chambers Global (2011-2012), Chambers USA (2011-2014), Legal 500 US (2010 and 2013-2014) and New York Super Lawyers (2009-2012).

Representative Clients and Transactions

  • Represent AmTrust Financial Services in M&A and investments.
  • Represent BlackRock in M&A, investments and joint ventures.
  • Represent MSD Capital and MSDC Management in private equity investments and joint ventures.
  • Represent Perella Weinberg Partners in M&A and joint ventures.
  • Represented Stone Point Capital/Trident Funds in M&A and joint ventures.

Education

  • J.D., Columbia Law School, 1990
  • Harlan Fisk Stone Scholar
  • B.S., magna cum laude, University of Pennsylvania, Wharton School, 1987

Bar Admissions

New York


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.


Mr. Morse is a member of the law firm of Otterbourg P.C. in New York City.   He is presently head of the firm’s banking and finance practice. 

Since joining the firm he has specialized in the representation of banks, hedge funds, commercial finance companies and other institutional lenders in structuring and documenting loan transactions, including working capital facilities, financings for leveraged acquisitions, term loans, and second lien loans, as well as loan workouts and restructurings.  In the course of his career, Mr. Morse has worked on numerous financing transactions confronting a wide range of legal issues raised by Federal, State and international law.

Mr. Morse is a member of the Executive Board of the Association of Commercial Finance Attorneys, a member of the Commercial Finance Association Education Foundation Governing Board and a fellow in the American College of Commercial Finance Lawyers, as well as a member of the Commercial Financial Services Subcommittee of the American Bar Association and a member of the New York State Bar Association.  He has been selected for Super Lawyers since 2008 and Best Lawyers in 2013 and 2014.

He has given presentations as part of programs sponsored by The Practising Law Institute, lectured to the Association of Commercial Finance Attorneys and the New York Chapter of the Commercial Finance Association and has been an instructor in the Commercial Finance Association’s Advanced Legal Issues Workshop and Loan Documentation Workshop.  He is the winner of the 2008 Harry H. Chen Memorial Award of Excellence presented by the Commercial Finance Association.  Mr. Morse is a representative from the Commercial Finance Association in its participation in one of the current projects of the United Nations Commission on International Trade Law (UNCITRAL) concerning secured transactions law.

Mr. Morse has also conducted in-house seminars to institutional lenders on such topics as commercial loan documentation, the structuring of multi-corporate financings, proposal letters and commitment letters, international lending transactions, intercreditor agreements, loan workouts and Chapter 11 financings.

Mr. Morse joined the law firm of Otterbourg P.C. after graduation from the New York University School of Law.  He received his undergraduate degree from Amherst College in Amherst, Massachusetts. 


Richard A. Goldberg has a broad practice that includes transactional work and the representation of public and private companies.  He advises on a broad range of mergers and acquisitions and corporate finance matters. Mr. Goldberg has counseled issuers, private equity firms and investment banks on domestic and international mergers and acquisitions. His transaction experience includes tender offers, proxy contests,  joint ventures, exchange offers, going private transactions, spin-offs, and acquisitions and restructuring transactions involving troubled companies,  inside and outside of bankruptcy. Mr. Goldberg also has deep experience representing issuers in high yield financings and equity financings. His extensive industry experience includes healthcare, life sciences, technology, structured finance, gaming, real estate and apparel.

Mr. Goldberg is widely published and frequently lectures on topics involving mergers and acquisitions and federal securities laws. He serves as the chair of the Practising Law Institute's program on mergers and acquisitions.

Significant Representations

Representative m&a transactions that Mr. Goldberg has handled include:

  • Representation of Dava Pharmaceuticals in its $600 million sale to Endo Pharmaceuticals.
  • Representation of Mesa Group Holdings Gnbh in its sale to affiliates of Permira.
  • Representation of Tufco Technologies, Inc. (NASDAq: TFCO) in its sale to affiliates of Griffon.
  • Representation of Inhibitex, Inc. (NASDAQ: INHX) in its $2.5 billion sale to Bristol-Myers Squibb.
  • Representation of Bluefly, Inc. (NASDAQ: BLFY) in its sale to affiliates of Clearlake Capital.
  • Representation of The Lightstone Group and Arbor Realty Trust in their $8 billion acquisition of Extended Stay Hotels from The Blackstone Group.
  • Representation of a group of bondholders in the $600 million acquisition of Greektown Casino in a chapter 11 proceeding.
  • Representation of Steel Partners in the $300 million recapitalization of indebtedness of its portfolio company, WHX Corporation (NASDAQ: WXCO).
  • Representation of Goody’s Family Clothing (NASDAQ:GDYS) in its $300 million sale to Prentice Capital and GMM Capital Management.
  • Representation of Cantor Fitzgerald and eSpeed, Inc (NASDAQ: ESPD) in connection with their formation of a joint venture with Williams Energy, Coral Energy, Dominion Energy, Axia Energy, TXU Energy and Dynegy.
  • Representation of Angelo Gordon and Eureka Capital in their acquisition of National Home Health Care (NASDAQ: NHHC).
  • Representation of the principal shareholder in connection with the $500 million sale of ILC Industries, a leading defense industry manufacturer, to Behrman Capital.
  • Representation of shareholder group in recapitalization and emergence from bankruptcy of Hawaiian Airlines (NASDAQ: HA).
  • Representative corporate finance transactions that Mr. Goldberg has handled include:
  • Representation of Monster Worldwide (NYSE:MWW) in the 144A offering of $143.5 million in convertible senior notes.
  • Representation of Griffon Corporation (NYSE: GFF) in the 144A offering of $600 million in senior notes.
  • Representation of Portfolio Recovery Associates (NASDAQ: PRAA) in the 144A offering of $287.5 million in convertible notes.
  • Representation of Griffon Corporation (NYSE: GFF) in the 144A offering of $550 million in senior notes.
  • Representation of Greektown Superholdings in the $385 million 144A offering of senior secured notes.
  • Representation of Griffon Corporation (NYSE: GFF) in the 144A offering of $100 million in convertible notes.
  • Representation of Bluefly, Inc. (NASDAQ: BFLY) in a series of convertible note and equity financings by Soros Private Equity Partners, Rho Ventures, Maverick Capital and Prentice Capital.

Education
Queens College, The City University of New York, B.A., 1974
Vermont Law School, J.D., 1978, Cum laude, editor of the Vermont Law Review, member of the National Moot Court Team

Bar Admissions/Qualifications
New York

Speaking Engagements

  • Mergers and Acquisitions 2014: Trends and Developments — Practising Law Institute, New York, NY (January 16, 2014)
  • Mergers and Acquisitions 2013: Trends and Developments — Practising Law Institute, New York, NY (January 17, 2013)
  • Mergers & Acquisitions 2012: Trends and Developments — Practising Law Institute, New York, NY (January 5, 2012)
  • Mergers & Acquisitions 2011: Trends and Developments — Practising Law Institute, New York, NY (January 10, 2011)
  • Mergers & Acquisitions 2010: Trends and Developments — Practising Law Institute, New York, NY (January 11, 2010)
  • Developments Affecting M&A Deal Structure — Presented to the New York Chapter of the Association of Corporate Counsel, New York, NY (March 22, 2006)
  • Distressed M&A and Restructuring — Practicing Law Institute, New York, NY (November 6, 2003)

Publications

  • SEC Approves Final Rules that (1) Permit General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings and (2) Disqualify “Bad Actors” from Using Rule 506 to Offer Securities — DechertOnPoint (July 26, 2013)
  • Negotiating the Purchase Agreement— Practicing Law Institute (2014)
  • A Guide to Mergers & Acquisitions — Practicing Law Institute (2008)
  • Distressed M&A and Restructuring-Bankruptcy Vs. Out of Court Restructuring; Case Studies; The Zone of Insolvency — Practicing Law Institute (November 2003)


A partner in the Corporate Department and a member of the Mergers and Acquisitions, Media and Entertainment and Corporate Governance Groups, Kelley Parker has a broad transactional practice focusing on a range of corporate matters.

Her experience includes:

  • Advising Time Warner in its $17.6 billion acquisition of Adelphia Communications Corporation and the related split-up with Comcast Corporation;
  • Representing Time Warner in its restructuring of its $9 billion cable partnership with the Newhouse publishing family;
  • Representing Time Warner in the restructuring of a $9 billion regional cable partnership with AT&T and later Comcast;
  • Representing publisher Hollinger International in its cross-border battle for control of the sale of The Daily Telegraph and The Sunday Daily Telegraph after self-dealing allegations surfaced against Conrad Black, the former Chairman and CEO;
  • Representing the controlling shareholder and CEO of broadcaster Emmis Communications in his bid to take the company private;
  • Representing the Estate of Jack Kent Cooke in the sale of the Washington Redskins NFL franchise and stadium for $800 million;
  • Advising the CEO of Emmis Communications in a bid for the Washington Nationals MLB franchise;
  • Advising a private equity fund manager in his bid for the Chicago Cubs MLB franchise; and
  • Advising the MLB in connection with the announced sale of the Texas Rangers by Tom Hicks and affiliates to a group headed by Nolan Ryan for more than $500 million; and
  • Representing Emmis Communications in its sale of two large-market radio stations to a group led by the former CEO of Tribune with financial backing by GTCR.

Other recent experience includes:

  • Representation of Reckitt Benckiser Group plc in its $1.4 billion acquisition of Schiff Nutrition followingBayer Healthcare’sbid for Schiff and an unsolicited competing tender offer by Reckitt Benckiser;
  • Representation of Great Wolf Resorts, Inc. in its sale to an affiliate of Apollo in a transaction valued at $798 million, following a public bidding contest between affiliates of Apollo and KSL Capital Partners;
  • Representation of Fifth and Pacific in the sale of Juicy Couture, Liz Claiborne, Monet, Dana Buchman, Kensie and Mac & Jack brands;
  • Representation of Harbinger Group, Inc. in its sale of $400 million of preferred equity to an affiliate of Fortress;
  • Representation of the selling shareholders of privately held Marchon Eyewear in sale to Vision Services Plan for $735 million;
  • Representation of the special committee of the board of directors of The BISYS Group, Inc. in the sale of the financial services company to Citigroup for $1.45 billion;
  • Representation of Banque Populaire Group and Caisse d’Epargne Group in the restructuring of bond insurer CIFG Holding, Ltd.;
  • Representation of the publicly traded Interstate Hotel & Resorts, Inc. in its sale to a joint venture between Thayer Lodging and Shanghai Jin Jiang International Hotels in a transaction valued at approximately $307 million; and
  • Regularly advising fund clients, including Elliott Associates, Eton Park and Reservoir Capital, in private investments and portfolio company M&A.

She is a frequent speaker on M&A topics, including recent PLI Seminars M&A Trends & Developments and Doing Deals:  The Art of M&A Transactional Practice.

Kelley was a member of The Georgetown Law Journal and was elected to the Order of the Coif.

EDUCATION
J.D., Georgetown University Law Center, 1993
magna cum laude

B.B.A., University of Oklahoma, 1990
with honors

Recognition
“Restructuring Deal of the Year” by International Financial Law Review (2009)


Marilyn Sonnie is a corporate and transactional lawyer with extensive experience in public company mergers and corporate governance. She also has a strong background in restructuring work and private equity transactions. Marilyn is actively involved in corporate counseling, including advising companies and their boards on shareholder activism including proxy contests, unsolicited takeover proposals, takeover preparedness, corporate governance, disclosure, and fiduciary issues. She recently lead a ground-breaking Social Impact Bond transaction involving New York State and Social Finance Inc. Her extensive cross-border experience has included a number of transactions for Russian clients.

Representative public transactions in which she has played a key role include Michael Baker Corporation's sale to an affiliate of DC Capital, Emulex's settlement with Elliott Associates following shareholder activist activity, Chrysler's sale out of bankruptcy to a Fiat-sponsored entity, Dana Corporation's bankruptcy exit with a private equity sponsor, Harman International Industries' attempted sale to Kohlberg Kravis Roberts and GS Capital Partners, Sprint and Nextel's merger-of-equals, International Steel's merger with Mittal Steel, R.J. Reynolds' business combination with British American Tobacco's U.S. business and its acquisitions of Santa Fe Natural Tobacco and the Nabisco Group holding company, Williams Communications' chapter 11 case and sale of equity to Leucadia National.

In addition, Marilyn has extensive knowledge in capital markets, having traded government securities at Security Pacific National Bank and McDonald and Company Securities, Inc.

Experience Highlights

  • Social Finance drives Social Impact Bond Pay for Success project
  • Emulex issues $175 million of Convertible Senior Notes in Rule 144A offering
  • Michael Baker Corporation acquired by Integrated Mission Solutions for $396.5 million

Areas of Focus

  • Mergers & Acquisitions
  • Joint Ventures & Strategic Alliances

Education

Case Western Reserve University (J.D. summa cum laude 1993; Order of the Coif; Class Rank, 3d; Articles Editor, Law Review); The Johns Hopkins University (S.S. 1981)

Bar Admissions
 
Ohio and New York


Mr. Marzulli, a member of Shearman & Sterling’s M&A Group in New York, focuses his practice on international corporate finance with an emphasis on cross-border mergers and acquisitions, defensive assignments, privately negotiated acquisitions and divestitures of stock and assets, joint ventures and related corporate governance matters. His clients include financial institutions, strategic/corporates, private equity sponsors and their financial advisors. He is a past Chairman of the New York City Bar Association’s Committee on Mergers, Acquisitions and Contests for Corporate Control. In 2009 Mr. Marzulli was named by The Lawyer as one of 25 “Transatlantic Elite”. He has been ranked by Chambers and Partners, IFLR1000, Legal 500 and Who’s Who Legal (Mergers & Acquisitions and Corporate Governance). Mr. Marzulli joined the firm in 1980 following a federal district court clerkship and became a partner in 1988. From 1990 to 1996, he was based in London as head of the firm’s U.K. M&A practice.

Relevant Experience Includes Representation of:

  • GE Capital in the pending sale of its GE Asset Management business to State Street, in the $2.5 billion sale of a portfolio US, Canadian, Mexican and Brazilian aircraft leases and related aircraft and aircraft loans to Global Jet Capital, its attempted acquisition of Honeywell International, and its acquisitions of Harmon Industries Inc., Greenwich Air Services and UNC, as well as the divestiture of its Global eXchange Services business to a private equity consortium
  • Legg Mason in the pending acquisition of an approximately 83% ownership stake in real estate investment firm Clarion Partners, and in its acquisition of Citigroup’s worldwide asset management business
  • ARX Holding Corporation, the parent company of American Strategic Insurance Corporation (ASI), in its sale of a majority interest to The Progressive Corporation
  • Albemarle Corporation in its $6.2 billion acquisition of Rockwood Holdings
  • Service Corporation International in its acquisition of Stewart Enterprises, Inc.
  • The NASDAQ OMX Group, Inc. in its acquisition of the Investor Relations, Public Relations and Multimedia Solutions businesses of Thomson Reuters (Markets) LLC and Thomson Reuters Global Resources, its acquisition of FTEN, Inc., in the creation of a joint venture with SharesPost, Inc. to form The NASDAQ Private Market LLC
  • The Dow Chemical Company in its acquisition of Rohm and Haas
  • Merrill Lynch in its acquisition by Bank of America, its acquisitions of Petrie Parkman & Co., Herzog, Heine, Geduld, Mercury Asset Management, Smith New Court and McIntosh Securities and the sales of its Global Energy Markets business and its Mortgage Origination& Servicing Business
  • Transaction Committee of the Board of Directors of Huntsman Corp., in its aborted sale to a portfolio company of Apollo
  • LMA International N.V. on its sale to Teleflex Incorporated
  • Basic Chemical Solutions LLC in connection with its sale to Univar, Inc.
  • Northgate Capital in its sale of a majority interest to Religare Enterprises
  • BAML Capital Partners in its acquisition of Strategic Partners Holdings, Inc. and its acquisition of Provo  Craft  &  Novelty;  Merrill Lynch Global Private Equity on  its acquisitions of NPC International and Convermex
  • Mittal Steel Co. N.V. in the simultaneous acquisition of LNM Holdings N.V. and merger with International Steel Group Inc. to create the world’s then largest steel company
  • ABB Ltd. on the sale of its upstream Oil, Gas & Petrochemicals business to a private equity consortium
  • NBC Universal on its acquisition of the Bravo Company cable television programming service from Cablevision, the restructuring of its investments in Ion Media Networks and Paxson Communications Corp. and its sale of four TV stations to Media General
  • Fiat on its strategic cooperation agreement with General Motors Corp., and Fiat and New Holland on the acquisition of Case Corporation and the formation of CNH Global
  • Novartis AG on its acquisition of the over-the-counter consumer medicine business of Bristol Myers Squibb, the acquisition of the adult nutritional supplement business of the Mead Johnson division of Bristol-Myers Squibb, itssale of its oncolytic adenovirus technology to Cell Genesys, as well as its predecessor Sandoz on its merger with Ciba Geigy to form Novartis and on its acquisition of Imutran Ltd.
  • Raffles Holdings Ltd. on its acquisition of Swissôtel AG from the SwissAir Group
  • The Rank Group Plc on the sale of its 50% interest in Universal Studios Escape to Blackstone Capital Partners III L.P.
  • Bank of America Merrill Lynch, Barclays Capital, Morgan Stanley, Credit Suisse, Greenhill & Co., and Perella Weinberg Partners when acting as financial advisors

Bar Admission

New York
New Jersey

Education

New York University School of Law, J.D., Order of the Coif, 1978

Middlebury College, B.A., magna cum laude, Phi Beta Kappa, 1975

Professional Affiliations & Business Activities

American Bar Association, Business Law Section, Member

Association of the Bar of the City of New York, Member

Committee on Mergers, Acquisitions and Proxy Contests, Chair, 2008 to 2011; Member 2006 to present

Committee on Securities Regulations, Member 2002 - 2005