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Spin-offs 2013

Speaker(s): Christopher Ventresca, Daniel Ilan, Eric L. Schiele, Howard B. Adler, Jodi A. Simala, Lisa M. Schweitzer, Nicole J. Pinder, Paul J. Shim, T. Eiko Stange
Recorded on: Feb. 21, 2013
PLI Program #: 43156

Daniel Ilan is counsel based in the New York office of Cleary, Gottlieb, Steen & Hamilton LLP. Mr. Ilan's practice focuses on intellectual property (IP) law. He regularly counsels global clients on diverse issues relating to protection and exploitation of IP assets. Mr. Ilan has particular expertise in IP and technology transactions, including IP licensing, IP acquisitions and sales, IP settlement agreements, R&D agreements and other strategic collaborations. Mr. Ilan has extensive experience in IP issues arising in mergers and acquisitions, joint ventures, spin-offs, public offerings, IP financing and collateralization and bankruptcy. He also has extensive experience counseling clients on technology standardization and related IP contribution and licensing. His diverse industry experience includes software and IT, telecommunications and the Internet, arts, media and entertainment, pharmaceuticals and life sciences, medical equipment, financial services, consumer goods and fashion.

Mr. Ilan has been the firm’s lead IP counsel in its representation of Nortel Networks, including in Nortel’s unprecedented $4.5 billion auction sale of more than 6,000 patents to a consortium that included Apple and Microsoft, the largest stand-alone patent sale in history. The Nortel sale has been described as “the tipping point for perceptions of intellectual property” by IAM magazine and named a “Deal of the Year” by The Deal, International Financial Law Review and Managing IP. Mr. Ilan also led the IP representation of Nortel Networks Inc. in its recent groundbreaking sale of IP addresses to Microsoft, as well as on other IP matters relating to Nortel’s ongoing bankruptcy, including its highly complicated asset sales, such as the  divestitures of its 3G and 4G wireless businesses, Enterprise Solutions Business and optical and Ethernet business. The Nortel asset sales, collectively, were named Investment Dealer’s Digest’s Telecom Deal of 2009.

Recently, Mr. Ilan also represented Google and Motorola Mobility in the pending $2.35 billion sale of the Motorola Home business to ARRIS Group, Inc., Warburg Pincus in its acquisition of the Endurance International Group, and subsequently Endurance in its acquisitions of HostGator and the websites business of Intuit Corporation, the Home Depot in its acquisition of Redbeacon, a home services marketplace web company and Italian food company Barilla in connection with its sponsorship of the concert by tenor Andrea Bocelli at Central Park’s Great Lawn on September 15, 2011. Mr. Ilan also represented Hewlett-Packard in its $12.8 billion acquisition of Electronic Data Systems Corporation (EDS), hailed as one of the top ten business deals of 2009 by TIME magazine; Ricoh Company in its formation of a joint venture, Infoprint Solutions Company, to purchase the printing systems division of IBM, as well as related licensing issues; Barclays Capital in its 2008 acquisition of Lehman Brothers’ North American investment banking and capital markets business, which won International Financial Law Review’s Americas M&A Deal of the Year; and GlaxoSmithKline in its acquisitions of Stiefel Laboratories, Genelabs Technologies and Reliant Pharmaceuticals.

Howard Adler’s practice focuses on the treatment of executive compensation and employee benefits matters in M&A transactions, advising boards of directors on fiduciary duties and governance matters with respect to their executive officers and directors and designing and implementing equity-based, employment, separation, deferred compensation, change in control and similar arrangements. He also has extensive experience in the employee benefits and executive compensations aspects of recapitalizations, reorganizations and financing transactions.

Representative Matters
Mr. Adler has recently represented private equity firms, investment banks and public companies, including advising:

  • eBay on the acquisition of Hunch Inc.
  • Talbots on its acquisition by Sycamore
  • Sony on the acquisition of EMI Music Publishing
  • Allstate on the acquisition of Esurance
  • Disney on the acquisition of Marvel Entertainment
  • Vulcan on the acquisition of ICAT
  • Dell on the acquisition of Wyse International
  • Metropolitan Life Insurance Company on the acquisition of ALICO
  • Omnicare on general executive compensation matters and corporate governance
  • Silver Point Capital on general executive compensation matters
  • Allen & Co on general executive compensation matters
  • Ultimate Software on general executive compensation matters and corporate governance

Mr. Adler obtained a B.A. (summa cum laude) from Columbia University in 1982, a J.D. (cum laude) from Harvard Law School in 1986, and an LL.M. from the New York University School of Law in 1991. He is admitted in New York.

T. Eiko Stange is a partner in the Tax Department at Wachtell, Lipton Rosen & Katz. He focus-es on the tax aspects of U.S. and cross-border mergers and acquisitions, spin-offs and other dis-positions, leveraged buy-outs, joint ventures and financing transactions. Mr. Stange has advised clients in numerous major domestic and cross-border transactions in a diverse spectrum of industries, including telecommunications, technology, media and pharmaceuticals. He joined the firm in 2000 and became a partner in 2006.

Mr. Stange holds law degrees from the University of Hamburg, Germany, and New York Uni-versity School of Law.  He is a member of the Tax Sections of the American Bar Association and the New York State Bar Association, and has been a speaker on topics relating to corporate and international taxation. Mr. Stange is a native of Germany.

Christopher Ventresca is Co-Head of J.P. Morgan’s North America Mergers & Acquisitions Group. He advises J.P. Morgan clients on a variety of strategic assignments including major acquisitions, mergers, sales  and spin-offs as well as advising on numerous hostile defense and shareholder activism situations.

Mr. Ventresca received an MBA in Finance from the New York University Stern School of Business and received a BSE degree in Electrical Engineering from Princeton University.

Eric Schiele is a corporate partner in the New York office of Kirkland & Ellis LLP. His practice primarily encompasses public and private mergers and acquisitions and board advisory work, including hedge fund activism defense.

Eric has been repeatedly recognized as a leading lawyer in mergers and acquisitions. He was recognized for his M&A work by Chambers USA: America’s Leading Lawyers for Business from 2015 through 2019 and was highlighted by clients as “absolutely terrific” and “thorough, wise, always available and very results oriented.” Eric was also recognized by IFLR1000 from 2015 through 2019 and was named to Lawdragon’s list of the “500 Leading Lawyers in America” in 2016 and 2017. He has also been recognized by The Legal 500 for his transactional work in the media and entertainment industry in 2017 and 2018, for his transactional work on mergers & acquisitions in 2018 and 2019, for his transactional work in the telecoms and broadcast industry in 2014 and 2017, for his transactional work in the technology industry in 2015 and for his skill in the capital markets arena from 2011 through 2013.

Eric is a frequent speaker on M&A topics, including co-chairing PLI’s Hot Topics in Mergers and Acquisitions conferences from 2014–2019 and chairing its Shareholder Activism conference in 2016, 2018 and 2019. Eric received his J.D. at The University of Texas School of Law and his B.A. from Ohio Wesleyan University.

Jodi Simala is Co-Chair of Mayer Brown's M&A practice in the Americas. She represents sellers and buyers in connection with domestic and international stock and asset acquisitions, joint ventures, divestitures, mergers, tender and exchange offers, consent solicitations, recapitalizations and reorganizations.

Jodi's general corporate and securities practice includes representation of issuers and selling securityholders in connection with public and private sales of debt and equity securities. She also counsels boards of directors and management regarding fiduciary duties, corporate governance and defensive measures, including stockholders' rights plans and other matters, and she advises public companies regarding SEC reporting, compliance and disclosure issues.

Jodi is recognized as a leading M&A lawyer in Chambers USA (2012-2018).  Jodi was selected by Law360, a leading industry publication, as one of the "Top 10 Female DealMakers" in M&A. The honorees "have helped complete some of the biggest deals in the business and established themselves as leaders in their field," the publication said.

Jodi graduated cum laude from Harvard Law School and summa cum laude from Boston University.

Lisa Schweitzer’s practice focuses on financial restructuring, bankruptcy, and commercial litigation, including cross-border matters. She has extensive experience advising corporate debtors, individual creditors and strategic investors in both U.S. Chapter 11 proceedings and restructurings in other jurisdictions in North America, Europe and Asia.

Lisa has served as lead counsel in various bankruptcy cases including as counsel to Nortel Networks Inc. and affiliates in their U.S. Chapter 11 proceedings, and she represented Nortel in asset sales, raising over $7 billion dollars in sale proceeds, as well as a 21-day cross-border trial involving disputes with their affiliates.  Lisa’s additional recent representations include a customer in the McDermott bankruptcy, a significant equity holder in the Chapter 11 bankruptcy of PG&E Corporation, the largest utility in the United States, in a complex and novel case involving over $50 billion of liabilities; Grupo Inbursa, a financial services company in Mexico and secured lender to multiple entities in the Mossi & Ghisolfi S.p.A. corporate group (M&G), in the M&G Chapter 11 cases; Vale, as the objecting creditor in the contested proceedings related to its opposition to Chapter 15 recognition of BSG Resources’ Guernsey proceeding, in furtherance of Vale’s effort to enforce its $2 billion judgment against BSGR; Tempur Sealy in its DIP loan to and acquisition of assets from IMS, a regional retailer; and a consortium of Singapore banks as major secured and unsecured creditors of Ezra Holdings Limited and its affiliates, a provider of integrated offshore solutions for the oil and gas industry, in the company’s Chapter 11 bankruptcy proceedings.  Lisa is advising various funds regarding opioid litigation and bankruptcy issues.  Lisa also continues to advise various financial institutions on the bankruptcy-related aspects of resolution and matters related to the preparation and implementation of their resolution plans, and she regularly advises strategic and financial investors in potential acquisitions of distressed assets.

Lisa has advised clients in some of the most high-profile bankruptcy matters in North America, and her work repeatedly has been recognized by the business and legal press, including Chambers Global, Chambers USA, The Legal 500 U.S., IFLR 1000: The Guide to the World's Leading Financial Law Firms, The International Who’s Who of Business Lawyers and The International Who’s Who of Insolvency & Restructuring Lawyers. Lisa was honored as a “Dealmaker of the Year” and as a “Dealmaker in the Spotlight” by The American Lawyer.

Lisa received a J.D. from New York University School of Law and a  B.A., magna cum laude, from the University of Pennsylvania.

Lisa joined the firm in 1996 and became a partner in 2006.

Nicole Pinder is a partner at PricewaterhouseCoopers LLP (“PwC”) based in New York with approximately 25 years of public accounting experience.

Effective November 2017, she returned to the Transaction Services (“Deals”) practice and assumed the Market Team Leader role for Capital Markets & Accounting Advisory Services (“CMAAS”) in New York after being on tour in the Firm’s National Quality Organization (“NQO”). As part of this role, she is responsible for leading a team of 200+ professionals in providing accounting and financial reporting advice to a variety of organizations from start-ups to large, multinational public companies.

From July 2015, Nicole was on tour in the SEC Services Practice of NQO. In this role she was responsible for consulting on a wide array of capital markets activities, complex SEC matters and other areas relating to accounting, auditing and financial reporting. She also performed pre-filing reviews of transactional documents and periodic filings with the SEC for both domestic and foreign private issuer registrants.

Prior to serving in the NQO, Nicole was a partner in the Deals practice. In this role she consulted on and provided assurance and advisory services to companies across a broad range of industries in the United States, Europe and South Africa with a focus on complex financial reporting matters. She has advised corporates and private equity houses on the execution of their capital markets transactions (public and private debt and equity offerings), divestitures, and on complex accounting and reporting matters under various GAAPs. Nicole also has several years of experience advising companies on the adoption of and reporting under International Financial Reporting Standards ("IFRS").

Prior to her relocation to New York in October 2004, Nicole was based in London, United Kingdom. During her 5 years with the Global Capital Markets Group in London, a technical specialist group within the Transaction Services practice, she was primarily responsible for advising and assisting with the application of US GAAP and IFRS, and the SEC reporting requirements for foreign private issuers. During this time her client base included a concentration of consumer products companies, utilities, and oil and gas services companies.

Nicole is both a certified public accountant and a chartered accountant. Prior to joining the accounting profession, she qualified as a lawyer. She is a regular speaker on financial reporting and accounting topics.

Credentials / Professional Memberships:

Certified Public Accountant (CPA) – licensed in New York state

Member of the American Institute of Certified Public Accountants (AICPA)

Chartered Accountant, CA(SA) – South Africa

Member of the South African Institute of Chartered Accountants (SAICA)

Member of the Public Accountants & Auditors’ Board, South Africa (PAAB)

Faculty member – Practising Law Institute (PLI)


Paul Shim is a partner in the New York, NY office of Cleary Gottlieb Steen &  Hamilton LLP.  His practice focuses on public and private merger and acquisition transactions.

He also provides advice regarding governance matters and the fiduciary duties of officers and directors to corporations and their boards.

He repeatedly has been recognized by the business and legal press for his work on behalf of clients, including twice being named a “Dealmaker of the Year” by The American Lawyer.