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Drafting and Negotiating Corporate Agreements 2011


Speaker(s): Alyssa A. Grikscheit, Catherine J. Dargan, Doreen E. Lilienfeld, Ellen M. Snare, Gavin D. Solotar, Jacqueline P. Rubin, Jennifer B. Ezring, L. Kevin Sheridan, Jr., Michael S. Sackheim
Recorded on: Jan. 5, 2011
PLI Program #: 28818

Gavin D. Solotar is a corporate partner of Wachtell, Lipton, Rosen & Katz, focusing on mergers and acquisitions, corporate governance, and securities law matters. Mr. Solotar has been involved in many significant domestic and cross-border representations of public and private entities in connection with takeover defense, mergers and acquisitions, divestitures, proxy fights, leveraged buyouts, and joint ventures and alliances.

Mr. Solotar graduated from the State University of New York at Albany, summa cum laude, in 1986, where he was a member of the Beta Gamma Sigma and Signum Laudis honor societies. Prior to attending law school, he practiced accounting as a Certified Public Accountant in New York. He graduated magna cum laude, in 1992, from New York University School of Law, where he was a member of the Order of the Coif and was awarded the Law Review Alumni Association Award, the George A. Katz Memorial Award, and the American Jurisprudence Award in Corporate Law.


Alyssa A. Grikscheit has a diverse corporate practice that currently emphasizes complex transactions and alternative investment funds. Her experience also includes private equity and hedge funds, mergers and acquisitions, strategic alliances and restructurings. Alyssa is fluent in Spanish and French and has extensive experience in international transactions, particularly those involving Latin America and other emerging markets such as China and India. Alyssa represents domestic and foreign clients making cross-border investments. She also represents buyers and sellers, including private equity funds and their portfolio companies, in acquisitions, dispositions, strategic alliances, restructurings and financings, including transactions in regulated industries such as the healthcare, pharmaceutical, energy, telecommunications and defense industries. In addition, Alyssa represents sponsors of alternative investment funds in fund formation and other aspects of their operations. Such funds have included distressed debt, energy, infrastructure, real estate opportunity, agribusiness, fintech, microfinance and emerging market funds.

Alyssa is ranked in Chambers Global, Chambers USA and Chambers Latin America where “she is noted for her work in the M&A and private equity space and has longstanding experience dealing with cross-border transactions in Latin America.” Additionally, she has been recognized in IFLR1000 as a “Rising Star” for Investment Funds in the U.S. Alyssa was also recommended in Private Equity Funds in The Legal 500 US and in Capital Markets and Corporate M&A in The Legal 500 Latin America. Alyssa has also been recognized by Latinvex in “Latin America’s Top 100 Lawyers” and is featured as one of “Latin America’s Top 50 Female Lawyers: Corporate/M&A.”

Alyssa actively represents a nonprofit in establishing and capitalizing microfinance institutions in emerging markets on a pro bono basis. She served as co-chair of the Inter-American Committee of the New York State Bar Association’s International Section and is a Life Fellow of the American Bar Foundation.

Alyssa graduated cum laude from The University of Michigan Law School in 1994.  She received a Diploma in European Studies from the College of Europe in Bruges, Belgium in 1991 and an A.B. magna cum laude from Harvard College in 1990.


Doreen Lilienfeld is global head of the Governance and Advisory group and co-head of the Healthcare group.  She focuses on a wide variety of compensation-related matters, including the design and implementation of retention and compensation plans, disclosure and regulatory compliance, and employment negotiations with senior executives.  She has advised both U.S. and non-U.S. issuers on corporate governance and regulatory requirements relating to compensation and benefits matters.  Legal directories, such as Chambers and Legal 500 US have named Ms. Lilienfeld as a leader in her field.

Doreen represents corporate and financial institution clients including ADS Waste Holdings, Inc., Altice USA, CVS Health Corporation, Dick’s Sporting Goods, IMAX Corporation, Nokia Corporation, Quest Diagnostics Incorporated, The Chefs’ Warehouse, WebMD Health Corp. and Valvoline.  She regularly advises founders, CEOs, individual executives and management teams of public companies and private enterprises on employment, severance and retention issues.

Doreen has been resident in the Frankfurt, London and Bay Area offices of Shearman & Sterling.  She is a lecturer in Executive Compensation at the Berkeley School of Law.  For the past fifteen years, Doreen has spearheaded the publication of the Shearman & Sterling LLP survey of the compensation-related corporate governance practices of the largest 100 domestic issuers.  She is an elected member of the firm’s nine member Policy Committee.

Ms. Lilienfeld is a Member of the Advisory Board of Women in Law Empowerment Forum, Secretary for the Board of Directors of Lawyers Alliance for New York and is Vice Chair of the Non-Qualified Deferred Compensation Committee of the ABA Section of Real Property, Trusts and Estate Law.


Jennifer Ezring is a partner in the New York office of Cahill Gordon & Reindel LLP specializing in leveraged finance transactions.

Jenn’s practice focuses primarily on advising commercial and investment banks in leveraged finance and asset-based lending transactions, including acquisition financings, leveraged buyouts, going-private transactions, recapitalizations, project financings, bridge lending and loan commitments, out-of-court debt restructurings, and other secured lending transactions.

Jenn has practiced in a variety of industries, including communications, gaming, retail, energy, manufacturing, media, publishing and internet technology. She has a broad range of financing experience in both US and international transactions.

Jenn is a member of Cahill Gordon & Reindel LLP's Executive Committee and serves on Cahill's Women’s Initiatives Committee.  She is a member of the Board of Directors of LiveGirl, Inc. and the Board of Governors of the Jefferson Awards Foundation and has served on the Leadership Advisory Committee of the National Womens Law Center.

Jenn is a member of the State Bar of New York, the New York State Bar Association and the American Bar Association and has been recommended as a leading finance lawyer by Chambers USAIFLR1000 and The Legal 500.  She was named to Crain’s 2019 list of Notable Women in Law and was recognized as one of The Secured Lender’s 50 Women in Commercial Finance in 2017.

SELECTED MATTERS

  • Represented JPMorgan Chase, Merrill Lynch, Wells Fargo, PNC, ING Capital, Deutsche Bank, Citigroup, Goldman Sachs and Morgan Stanley, as arrangers in a $400 million cross-border asset-based credit facility in connection with the acquisition of ASCO Power by Platinum Equity.
  • Represented Bank of America, Citigroup, JPMorgan Chase, PNC and Wells Fargo as lead arrangers in connection with an $800,000,000 asset-based revolving credit facility for R.R. Donnelley & Sons Company.
  • Represented Jefferies Finance, Macquarie Capital and KKR Capital Markets as lead arrangers in connection with $1.08 billion in Term B, revolving, and delayed draw credit facilities for Mitchell International, Inc.
  • Represented Citibank as administrative agent, and the lead arrangers, in connection with the $500,000,000 asset-based credit facility for HD Supply Waterworks, Ltd, established as part of the acquisition of HD Supply’s Waterworks Division, the largest distributor of waterworks products in the U.S., by Clayton Dubilier & Rice.
  • Represented JPMorgan Chase, as administrative agent, and the lead arrangers in connection with a $600,000,000 revolving credit facility for E*TRADE Securities LLC
  • Represented Barclays in the $2.3 billion and €400 million credit facilities to finance the acquisition of DuPont Performance Coatings by The Carlyle Group.
  • Represented JPMorgan Chase, Morgan Stanley, Goldman Sachs, Deutsche Bank and KKR Capital Markets, as lead arrangers in connection with $2 billion in term and revolving financing for Ancestry.com, the world's largest online history resource.


L. Kevin Sheridan Jr. is a partner in Mayer Brown's New York office and a member of the Corporate & Securities practice in New York. He has more than 25 years of experience in handling diverse transactional matters. He provides M&A, joint venture and other corporate advice to US and multinational businesses, including Japanese industrial and trading companies, private equity sponsors and financial services firms. He represents companies in a wide variety of industries, including asset management, shipping, transportation, infrastructure, chemicals, agribusiness, mining, health care services and life sciences, among others. He also advises asset managers, including managers of hedge, credit, private equity and real estate funds, as well as the alternative investments groups of banks, insurers and other financial institutions.

Kevin was recognized by Global M&A Network as one of the “Top 50 Global M&A Lawyers” in 2014 at the M&A Atlas Awards and has been ranked in Chambers USA, Chambers Global and Legal 500. He has served as faculty chair and faculty member for several Practicing Law Institute seminars. He serves as a trustee of the Convent of the Sacred Heart School of New York and the Adaptive Sports Foundation.


A partner in the Litigation Department at Paul, Weiss, Jacqui Rubin handles a broad range of complex commercial litigation matters, including antitrust litigations and antitrust and securities class actions, regulatory and internal investigations, bankruptcy litigation and other complex business disputes.

Jacqui has substantial experience in antitrust law. She has represented clients in regulatory investigations arising out of major transactions, multi-defendant direct and indirect purchaser antitrust class actions, and other significant disputes between competitors. Her most recent clients for antitrust matters include Time Warner Cable, Becton Dickinson and Giorgio Foods.

Jacqui also specializes in bankruptcy litigation, having represented bondholder and creditor committees and debtors in numerous chapter 11 cases and contested restructuring transactions. Her recent clients in the bankruptcy and insolvency context include public and private companies in the financial services, metals and mining and oil and gas industries.

Jacqui has experience in other types of complex commercial litigation, including securities, contract disputes and malpractice actions. In addition to her practice in federal and state courts across the country, she has handled domestic and international arbitrations, and internal and regulatory investigations.

Jacqui is very active in the community and in pro bono work. Recently, she handled several cases and appeals on behalf of unaccompanied children seeking to secure lawful permanent residence in the United States. Jacqui is also a member of the Board of Directors of Mobilization for Justice, which offers free legal help to low-income New Yorkers.

Jacqui co-chairs Paul, Weiss’s Professional Responsibility Committee. She was recently recognized by Law360 as one of four “Rising Stars” nationally in the health industry for her work on behalf of pharmaceutical and medical device manufacturing companies. She is also recognized by The Legal 500 US as a leading lawyer in the antitrust area.


Catherine Dargan is co-chair of Covington’s Mergers & Acquisitions practice and a member of the firm's Management Committee.  She has broad experience in mergers and acquisitions, both public and private, and strategic partnering arrangements.  In addition to structuring and negotiating transactions, she assists clients with corporate governance, compliance and other matters.  Ms. Dargan also regularly advises clients on a variety of commercial agreements relating to manufacturing, supply, and distribution of core products.  She represents clients in a variety of industries including life sciences, consumer products, technology, defense and government contracting, media, sports, and equipment and manufacturing.  Ms. Dargan has been recognized as a leading M&A lawyer by Chambers USA, Legal 500 US, National Law Journal, and LMG Life Sciences, and was recently named as "Best in Mergers & Acquisitions" by Euromoney Legal Media Group, Americas Women in Business Law Awards (2014).  Ms. Dargan earned her J.D., cum laude, from Harvard Law School in 1994 and A.B., with honors, from Stanford University in 1991.

REPRESENTATIVE MATTERS

  • AstraZeneca in its:
    • acquisition of Ardea Biosciences (NASDAQ: RDEA) for $1.26 billion;
    • its acquisition of Bristol-Myers Squibb's interests in the companies’ diabetes alliance for an initial consideration of $2.7 billion on completion and up to $1.4 billion in regulatory, launch and sales-related payments; and
    • approximately $3.5 billion strategic diabetes alliance with Bristol-Myers Squibb in connection with BMS’s acquisition of Amylin Pharmaceuticals, including assistance in structuring agreements for the acquisition and operation of Amylin’s diabetes business by AZ and BMS.
  • MedImmune, AstraZeneca's biologic arm, in its acquisition of AlphaCore Pharma.
  • Salix Pharmaceuticals in its:
    • $2.6 billion acquisition of Santarus, Inc. (NASDAQ: SNTS); and
    • $300 million acquisition of Oceana Therapeutics, Inc.
  • Boehringer Ingelheim in its acquisition of certain animal health products divested in connection with the Pfizer-Wyeth merger.
  • Takeda in its acquisition of Intellikine, Inc. for $190 million upfront and up to $120 million in additional potential clinical development milestone payments.
  • Abbott Laboratories in its:
    • acquisition of Evalve, Inc., a medical device developer, by Abbott Vascular for up to $410 million; and
    • $3.7 billion acquisition of Kos Pharmaceuticals, Inc. (NASDAQ: KOSP).
  • Eli Lilly in its: 
    • acquisition of SGX Pharmaceuticals, Inc. (NASDAQ: SGXP), a San Diego-based biotechnology company; and
    • divestiture of its Tippecanoe manufacturing facility to Evonik Industries.


Michael Sackheim is senior counsel in the New York office of Sidley Austin LLP where he concentrates on derivatives regulatory, transactional and enforcement matters.  Michael is a past Chair of the New York City Bar Derivatives Regulation Committee, and he is the managing editor of Futures & Derivatives Law Report (Thomson Reuters, publ.).  Michael is also the co-editor of a new legal treatise, The Virtual Currency Regulation Review (November 2018, Law Business Research Ltd).