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Mergers & Acquisitions 2015: Trends and Developments

Speaker(s): Craig A. Schioppo, David Cohen, David P. Connolly, David W. Morse, Eric Simonson, Ernest S. Wechsler, James Q. Walker, Jonathan C. Kim, Kelley D. Parker, Randi C. Lesnick, Richard A. Goldberg
Recorded on: Jan. 15, 2015
PLI Program #: 58570

Craig Schioppo is a managing director with Marsh’s Transactional Risk Group in New York. As the Transactional Risk Practice Leader, he is known as an expert in the insurance of financial and transaction risks, including M&A insurance, tax insurance, and insurance programs addressing regulatory, environmental, and litigation risks. Craig is constantly involved in the development of dedicated insurance products that facilitate mergers, acquisitions, and other corporate transactions. He is also involved in negotiating the terms and conditions of all of the transactional risk solutions.


Craig joined Marsh in 2003. He began his career as a staff accountant at Anchin Block & Anchin LLP in 1993. After spending two years as an auditor, Craig spent the next five years as a supervisor in the Tax Department where he was intimately involved in both corporate and individual tax planning and compliance. During his last four years as an accountant, Craig attended New York Law School as an evening student and was a Notes and Comments Editor of the law review.

Upon graduating law school, Craig spent the next four years practicing corporate and securities law at Kramer Levin Naftalis & Frankel LLP. As a corporate attorney, he had a diverse transactional-based practice with significant experience in domestic and cross-border mergers and acquisitions, joint ventures, securities, and general corporate matters.


  • BS in accounting, the State University of New York at Albany
  • JD, New York Law School, magna cum laude


  • Resident property and casualty insurance broker in the State of New York
  • Nonresident property and casualty insurance broker in a majority of US jurisdictions
  • Admitted to practice law in the State of New York

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.


  • 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 is a partner in the New York office of Perkins Coie LLP, where he also serves as that office’s Loss Prevention Partner.  He concentrates in government investigations and professional liability. Mr. Walker represents companies and senior executives in government investigations, civil litigation, and employment matters, and defends law firms and lawyers in malpractice claims, disqualification motions and professional conduct advice. Mr. Walker Chairs the New York County Lawyer’s Association Committee on Professional Ethics, is on the Editorial Board of the ABA/BNA Lawyers’ Manual on Professional Conduct and Law360’s Legal Ethics Editorial Advisory Board, and is a member of the New York State Bar Association’s Committee on Standards of Attorney Conduct (COSAC) and Committee on Professional Ethics. He also serves on the New York City Bar’s Diversity, Equity & Inclusion Committee. Mr. Walker frequently lectures and publishes on topics that include internal investigations, technology and legal practice, and professional liability. He received his J.D. from Yale Law School in 1990 and B.S. in Applied Math from Yale College in 1985. 

Jonathan Kim, a partner in Dechert’s New York office, focuses his practice on mergers and acquisitions, corporate finance, and leveraged finance matters. He represents strategic buyers and sellers and financial sponsors in mergers, acquisitions, and divestitures.

In addition, he represents borrowers, equity sponsors, and lenders in domestic and international leveraged finance transactions in the United States and Asia, and advises on securities offerings of equity and debt.

Mr. Kim’s clients include financial investors such as Centre Partners, Sterling Investment Partners, One Equity Partners, GIC, Versa Capital Management and Quilvest. His clients also include privately held and publicly traded companies such as MacAndrews & Forbes Holdings Inc., Arbor Realty Trust, Kumho Investment Bank, Morgan Creek Capital Management, Mood Media Corporation, Lumara Health Inc., Command Alkon and Universal American Corp.

Mr. Kim is a graduate of Binghamton University, State University of New York (B.S., 1999) and Georgetown University Law Center ( J.D., 2002). He is a member of the Asian American Bar Association of New York, Corporate Law Committee.

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. 

Randi Lesnick's practice focuses on mergers and acquisitions, divestitures, takeovers and takeover preparedness, restructurings, recapitalizations, capital raising, and securities transactions.  She frequently advises clients on corporate governance,  compliance, and fiduciary duty matters. She represents both public and private companies in a variety of industries, including consumer products, oil and gas, technology services, and telecommunications. Randi also advises private equity firms in their investments  and investment banking firms in their capacity as financial advisors in a variety of M&A transactions.

Clients with which Randi has worked on substantial matters include Chrysler, Diamond S Shipping, Goode Partners, Hunt Petroleum, NACCO Industries, Nextel Communications,  Omnicom, Patrón Spirits International,  Procter & Gamble, Reynolds American, and Verint Systems.

Randi is a member of the Association  of the Bar of the City of New York and its M&A Committee.


CBS Outdoor Americas acquires premium outdoor advertising  business from Van Wagner Communications  for $690 million Jones Day advised CBS Outdoor Americas Inc. ("CBSO") on the cash acquisition of certain outdoor advertising business from Van Wagner Communications,  LLC for $690 million.

Reynolds American acquires Lorillard for $27.4 billion

Jones Day is advising Reynolds American Inc. (NYSE: RAI) in its acquisition of Lorillard, Inc. for $27.4 billion and in the related $7.1 billion divestiture to an affiliate of Imperial Tobacco Group and $4.7 billion investment by British American Tobacco, RAI's largest shareholder.

Verint Systems completes concurrent  public offerings of Common Stock and Convertible  Senior Notes and increases existing credit facility

Jones Day represented  Verint Systems Inc., a provider of Actionable Intelligence®  solutions and value-added  services, in connection with its

concurrent public offerings of 5,750,000 shares of Common Stock and $400 million aggregate principal amount of 1.50% Convertible Senior

Notes due 2021.

Verint Systems acquires KANA Software for $514 million

Jones Day advised Verint Systems Inc., a provider of Actionable Intelligence®  solutions and value-added  services, in connection with the acquisition and related financing of KANA Software, Inc., a portfolio company of Accel-KKR and a leader in customer service solutions delivered both on-premises and in the cloud, for $514 million.


Chambers USA (2014)
Legal 500 US (2014)
New York Super Lawyers (2013 and 2014)
New York Super Lawyers Rising Star Edition (2011 and 2012)


Boston University (J.D. magna cum laude 1997; American Journal of Law and Medicine); Binghamton  University (SUNY) (B.A. cum laude 1994)


New York


July 2007 Takeover Offers for English Companies With U.S. Shareholders:  Some Considerations  for Bidders

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.

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)


  • 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)

Role and Responsibilities at Oppenheimer & Co. Inc. (“Oppenheimer”):

Strategic advisory assignments for healthcare companies, including sell side, buy side, mergers, fairness opinions, public and private transactions.  The role includes direct interaction with executive management teams, Boards of Directors and owners of private companies, providing counsel regarding M&A, such as valuation, strategy, merger analytics, due diligence, and transaction process.

History at Oppenheimer as well as Previous Professional Experiences:

Prior to joining Oppenheimer in 2011, David was a Director at Standard Chartered Bank in the Mergers & Acquisitions Group.  From 2005 to 2008, David was an Executive Director in the Mergers and Acquisitions Group of Morgan Stanley where he focused on strategic advisory work for healthcare clients.  Prior to joining Morgan Stanley, David was a Vice President in the Mergers and Acquisitions Group of Merrill Lynch and a Vice President in the Global Technology Mergers and Acquisitions Group of Lehman Brothers, where he focused on strategic advisory work for companies in the technology, media and telecommunications sectors.  From 1992 to 1997, David worked for Motorola as an R&D engineer, where he focused on wireless handheld data products, including software and chip design.  From 1986 to 1989, David served in an intelligence unit of the Israel Defense Forces.


  • Bachelor of Science in Electrical Engineering from Tel Aviv University in 1994
  • MBA from Leonard N. Stern School of Business at New York University in 1999

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.

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

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

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