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Mergers & Acquisitions 2016: Trends and Developments


Speaker(s): A. Thompson Bayliss, Barbara L. Becker, David A. Katz, David E. Brown, David M. Schwartzbaum, Elizabeth A. Cooper, Greg Weinberger, Gregory V. Varallo, Hon. Karen L. Valihura, James Q. Walker, James R. Griffin, Jason Mulvihill, Joel Friedlander, Joel I. Greenberg, John K. Hughes, Kevin Miller, Mark A. Morton, Master Abigail LeGrow, Michael Macakanja, Michele M. Anderson, Patricia O. Vella, Paul J. Shim, Stephen M. Kotran, Steven M. Haas, William D. Regner
Recorded on: Jan. 14, 2016
PLI Program #: 148834

David M. Schwartzbaum is a partner in the mergers and acquisitions practice of Covington & Burling, resident in New York.  He focuses his practice on mergers and acquisitions, including the representation of principals and financial advisors in public and private M&A transactions, and his areas of concentration include negotiated and unsolicited transactions, cash and stock-for-stock mergers, tender and exchange offers, cross-border transactions, special committee representations, going-private transactions, takeover defense assignments and corporate governance matters.  He has been recognized as a leader in the field in the Guide to the World’s Leading Banking Finance and Transactional Lawyers, Chambers Global, Chambers USA Guide, and Legal 500 United States.  Mr. Schwartzbaum was named as a BTI Client Service All-Star by the BTI Consulting Group in its 2015 Client Service All-Stars Report.  Mr. Schwartzbaum received a B.A. summa cum laude and M.A. in political science from Yale University in 1984, where he was elected to Phi Beta Kappa, and a J.D. cum laude from Harvard Law School in 1987, where he was an Olin Fellow in Law and Economics.


Barbara L. Becker is a corporate partner in the New York office of Gibson, Dunn & Crutcher and Co-Chair of Gibson Dunn’s Mergers and Acquisitions Practice Group.  Ms. Becker served as a member of the firm-wide Executive Committee, and she is the New York Hiring Partner and the Chair of the firm-wide Diversity Committee.

Ms. Becker acts as the relationship partner for global companies on high profile complex matters and transactions involving multiple jurisdictions and practice areas.  Ms. Becker advises companies on all significant business and legal issues, including mergers and acquisitions (including domestic and cross-border), spin-offs, joint ventures and general corporate matters.  Ms. Becker also advises boards of directors and special committees of public companies.  She represents corporations and investment banks based in and outside of the United States.  Ms. Becker focuses on clients in the consumer/retail, technology, healthcare and industrial industries. 

Highly regarded as one of the elite M&A lawyers in New York, Ms. Becker was named to The National Law Journal’s 2015 list of “Outstanding Women Lawyers” and to Law360’s 2011 list of “Top Female Deal Makers,” which features the 10 leading female attorneys in the field of mergers and acquisitions.  She is ranked as a top M&A lawyer by Chambers Global: The World’s Leading Lawyers for Business and Chambers USA: America’s Leading Lawyers for BusinessChambers USA describes Ms. Becker as an “extraordinarily smart, hardworking and exceedingly practical attorney who has an incredibly good business sense.”  In addition, she has been ranked in Best Lawyers in America and International Financial Law Review.  For Ms. Becker’s representation of Kraft Foods, Inc. in its $19 billion acquisition of Cadbury, she was named The AmLaw Daily’s “Dealmaker of the Week” in January 2010.  In 1996, Ms. Becker was named by Crain’s New York Business as one of its “Forty under Forty:  New York’s New Generation of Leaders.”  She is a former member of the Coro Foundation’s Leadership New York.

Ms. Becker’s corporate clients include Ancestry.com, AOL, Avnet, EMC, Iconix Brands, Infor/Lawson Software, News Corp, PepsiCo, Publicis Groupe and Tenet Healthcare, among others.

Ms. Becker’s investment bank clients include Barclays, Centerview, Citigroup, Evercore, Goldman Sachs, Lazard Frères, Perella Weinberg and UBS, among others.

Ms. Becker earned her Juris Doctor in 1988 from New York University School of Law.  She received her undergraduate degree in 1985 from Wesleyan University, where she was elected to Phi Beta Kappa.  Ms. Becker is a member of the Board of Trustees of New York University School of Law.


David A. Katz is a partner at Wachtell, Lipton, Rosen & Katz in New York City, an adjunct professor at New York University School of Law, and co-chair of the Board of Advisors of the NYU Law Institute for Corporate Governance and Finance.  Previously, he was an adjunct professor at Vanderbilt University Law School and at the Owen Graduate School of Management.  Mr. Katz is a corporate attorney focusing on mergers and acquisitions, corporate governance, shareholder activism and complex securities transactions, has been involved in many major domestic and international merger, acquisition and buyout transactions, strategic defense assignments and proxy contests, and has been involved in a number of complex public and private offerings and corporate restructurings.  He frequently counsels boards of directors and board committees on corporate governance matters and crisis management.

Mr. Katz taught Mergers and Acquisitions at New York University School of Law for over 15 years and previously co-taught a joint law and business short course on mergers and acquisitions at Vanderbilt University Law School with Delaware Chief Justice Leo Strine.  He is co-chair of the Tulane Corporate Law Institute.

Mr. Katz serves as a member of the Board of Trustees at New York University and at New York University School of Law. He sits on the Board of Directors of The Partnership for Drug-Free Kids and is a member of the Advisory Board at the John L. Weinberg Center for Corporate Governance at the University of Delaware. He writes a bi-monthly column on corporate governance for the New York Law Journal with his colleague Laura McIntosh.

Mr. Katz is a graduate of Brandeis University and New York University School of Law.


David Brown is co-chair of Alston & Bird’s Corporate practice area, which includes its corporate, energy, finance, health care, real estate and public policy groups, and a partner in its Financial Services & Products Group, which he previously led. His practice focuses on mergers and acquisitions, corporate governance, securities disclosure, and payment system and other technology transactions, with an emphasis on the financial services, real estate, technology and telecommunications industries. David has extensive experience in complex mergers and acquisitions, particularly transactions coupled with strategic relationships between the parties, and also represents issuers and underwriters in public and private offerings of equity, debt and hybrid securities.  He has advised clients on hundreds of M&A transactions with an aggregate deal value of nearly $80 billion and securities transactions with a value in excess of $57 billion.

Recent examples of his experience include:

  • Counsel to a publicly traded telecommunications services provider in connection with its $1.0 billion sale to a private equity sponsor.
  • Counsel to a public retail center REIT in connection with its $2.5 billion merger with a NYSE-listed retail center REIT.
  • Counsel to a major wireless telecommunications provider in connection with the formation of an industry joint venture to provide payments-related services utilizing smartphone and near-field communication (NFC) technology.
  • Counsel to a regional bank holding company in connection with its $1.8 billion merger with a competitor to form one of the 25 largest banking organizations in the United States.
  • Counsel to an NYSE-listed health care REIT in connection with its $760 million sale to a competitor.
  • Counsel to a publicly traded telecommunications services provider in connection with its $2.6 billion sale to a major private equity sponsor.
  • Counsel to a mortgage REIT in connection with its acquisition of a mortgage originator and servicer.
  • Special securities counsel to a privately held media company in connection with its $3.5 billion sale of certain assets to another media company and two major private equity sponsors, and a simultaneous spin-off of unrelated businesses to its existing security holders.
  • Counsel to a major defense contractor in connection with multiple acquisitions of privately held engineering and technology companies.
  • Counsel to a major agricultural company in the defense of a hostile offer and proxy contest from, and eventual $1.1 billion negotiated sale to, a competitor.
  • Counsel to a major captive finance company in connection with its $25 billion U.S. medium term note program and $11 billion Euro medium term note programme.
  • Counsel to an NYSE-listed Swedish company in simultaneous public offerings of $235 million of common stock and $165 million of mandatory convertible equity units.
  • Counsel to numerous issuers in offerings of over $1.2 billion of optionally convertible debt securities, including forced conversions upon redemption, standby underwritings and related derivatives hedging arrangements.

Education

University of Kentucky College of Law, J.D. (Order of the Coif), 1986

Princeton University, A.B., 1983

Bar Admissions/Qualifications

Georgia

Washington, D.C.


Elizabeth A. Cooper is a Partner in the Firm’s Corporate Department and serves as one of the Firm’s Hiring Partners. Elizabeth’s practice focuses on mergers and acquisitions and other corporate transactions, with an emphasis on transactions for banks and other financial institutions. 

Representative M&A transactions in the financial services area on which Elizabeth has advised include:  

  • KeyCorp in its $4.1 billion acquisition of First Niagara Financial Group, Inc.
  • SunGard in its $9.1 billion sale to Fidelity National Information Services Inc.
  • KKR in its acquisition of Avoca Capital and investments in Focus Financial and PURE Insurance, as well as KKR and Caisse de dépôt et placement du Québec in their joint acquisition of USI Insurance Services
  • IBERIABANK in its acquisition of Sabadell United Bank
  • People’s United Financial in its acquisitions of Suffolk Bancorp, Danvers Bancorp, Smithtown Bancorp Inc., River Bankand Financial Federal Corporation
  • The Charles Schwab Corporation in its $1 billion acquisition of optionsXpress Holdings, Inc.
  • The Carlyle Group in its acquisition of The TCW Group, Inc. and its investment in Sandler O’Neill + Partners, L.P.
  • Lehman Brothers in the sale of its North American Investment Bank to Barclays Capital
  • Wachovia Corporation in its $6.8 billion acquisition of A.G. Edwards
  • Mellon Financial Corporation in connection with its $16.8 billion merger with The Bank of New York Company, Inc.

Elizabeth also represented the U.S. Treasury in connection with structuring and documenting its $250 billion program for purchasing equity in U.S. financial institutions under TARP and in connection with its equity investments in Citigroup and Bank of America. 

Elizabeth has been named an “MVP” for M&A in 2015 by Law360, highlighting her involvement in a number of the year’s most complex and prominent transactions. In addition, she was named a 2015 Rising Star by New York Law Journal, as well as the “Up & Coming  Regulatory Lawyer of the Year” at the inaugural Chambers USA Women in Law Awards. She has been recognized by Chambers USA: America’s Leading Lawyers for Business since 2011 and described as being “widely tipped to be among the next generation of elite lawyers.”

Elizabeth joined Simpson Thacher following her graduation in 2001 from Columbia Law School, where she was a James Kent Scholar. She received her A.B., cum laude, in 1997 from Harvard University. She is admitted to practice in New York and is a member of the Association of the Bar of New York City.


Gregory Varallo, executive vice president of the firm, focuses his practice on complex corporate and business litigation, arbitration, corporate governance, and corporate transactions. He has litigated numerous complex business disputes in the Delaware courts, and has appeared on behalf of the firm's clients in state and federal courts throughout the United States. Greg has co-taught classes at NYU School of Law, the University of Pennsylvania Law School, and Harvard Law School.

As a member of a task force led by Delaware’s Chief Justice Strine, Greg was actively involved in drafting the Delaware Rapid Arbitration Act, a new, specialized arbitration statute that was signed into law in 2015. He is also a certified mediator with the Delaware Superior Court and has completed the court’s advanced mediation training.

The Legal 500, a respected directory that identifies the world's foremost law firms and lawyers, noted in its 2015 rankings that Greg is "brilliant, hardworking and responsive to client needs" as well as an "effective communicator and fun to work with." Greg has been published in The Business Lawyer, The Securities Regulation Law Journal, M&A Lawyer, Corporate Governance Advisor, Insights, and Business Law Today. He is co-author of The Practitioner's Guide to the Delaware Rapid Arbitration Act, Special Committees: Law and Practice, and Fundamentals of Corporate Governance. Greg has been a panelist at the annual Securities Regulation Law Institute (PLI), as well as various PLI, ABA, and other programs and institutes.

Experience

Significant matters in which Greg has served as lead counsel or co-lead counsel include:

  • Lead counsel for News Corp. and its board in settlement of derivative litigation arising from hacking scandal
  • Lead trial and appellate counsel for Goldman Sachs Group in connection with challenge to worldwide compensation in In Re Goldman Sachs Group, Inc., Shs. Litig., Del, Ch., C.A. No. 5215-VCG (Oct. 12, 2011), aff’d., No. 608, 2011 (Del. May 3, 2012)
  • Lead counsel in first confidential Chancery arbitrations
  • Lead counsel for the tobacco industry in Delaware in connection with the entry of the landmark consent decree between that industry and the state attorneys general
  • Lead counsel in PL Capital, LLC v. Central Bancorp, Inc., No. 03-0554 BLS, Van Gestle, J. (Mass. Super. June 30, 2003), in which the client succeeded in enjoining and then defeating the first attempted use of the "poison pill" or stockholder rights plan against a stockholder
  • Lead counsel in Frontier v. Holly, 2005 WL 1039027 (Del. Ch.), where the court concluded that the filing of mass tort litigation in California was not a "material adverse effect" under a merger agreement
  • Teleglobe v. BCE, Inc., Adv. Pro. No. 04-53733 (MFW), mediated settlement for client after five years of litigation in the federal courts resulting in $40 million cash and more than $500 million in claims waived
  • Selectica, Inc. v. Versata Enterprises, Inc. and Trilogy, Inc., 2010 WL 703062 (Del. Ch. Feb. 26, 2010), aff'd, 5 A.3d 586 (Del. Oct. 4, 2010), successful lead trial and appellate counsel in case involving first actual use of poison pill rights plan

Publications

Books

  • Special Committees: Law and Practice, LexisNexis, June 25, 2014
  • Contributor, ABA Handbook for the Conduct of Shareholders' Meetings (First and Second Editions), 2010
  • Co-author, Fundamentals of Corporate Governance – A Guide for Directors and Corporate Counsel (Second Edition), 2009

Articles

  • The Practitioner's Guide to the Delaware Rapid Arbitration Act, December 2015
  • "The Delaware Rapid Arbitration Act: 5 Considerations for a Practitioner," The Temple 10-Q, August 7, 2015
  • "Proceedings of the 2014 Delaware Business Law Forum: Director-Centric Governance in the Golden Age of Shareholder Activism," The Business Lawyer, Summer 2015
  • "Delaware Innovates to Create a World-Class Arbitration Regime," The Harvard Law School Forum on Corporate Governance and Financial Regulation, March 19, 2015
  • "Preserving a Seller's Attorney-Client Privilege After Great Hill," Delaware Business Court Insider, January 2, 2014
  • "Chancery Arbitrations after Year One: Annotated New Form," ABA, August 16, 2012
  • "The Wheels Are Falling Off the Privilege Bus: What Deal Lawyers Need to Know to Avoid the Crash," The Business Lawyer, August 2011
  • "Arbitration in the Delaware Court of Chancery," Insights, July 2011
  • "Delaware Supreme Court Sanctions Use of 4.99 Percent NOL Poison Pill Using 'Unocal' Analysis, as Modified by 'Unitrin'," BNA's Corporate Counsel Weekly, October 13, 2010
  • "Selectica, Inc. v. Versata Enterprises, Inc.: A Case Study on the Use (and Usefulness) of Experts in Delaware Corporate Litigation," ABA, August, 2010
  • "Deal Protection Devices Enforced in the Delaware Court of Chancery," Insights, March 2010
  • "Lessons from the Meltdown: Remedies," Deal Lawyers, March-April 2009
  • "Lessons from the Meltdown: MAE Clauses," Deal Lawyers, Jan-Feb 2009
  • "Lessons from the Meltdown: Reverse Termination Fees," Deal Lawyers, November 2008
  • "Stormy Weather --Time to Prepare for a Potential Proxy Contest," Journal of Securities Law, Regulation & Compliance, October 2008

Awards

  • American College of Governance Counsel, Fellow
  • Litigation Counsel of America, Fellow
  • Benchmark Litigation
  • The Best Lawyers in America
  • Chambers USA
  • Delaware Today Top Lawyer
  • Lawdragon
  • Super Lawyers
  • Who’s Who Legal

Leadership

  • Delaware Supreme Court Rules Committee
  • American College of Governance Counsel, Founding Trustee, Vice President and Secretary
  • American Bar Association, Delaware Business Law Forum, Co-Chair
  • American Bar Association, Subcommittee on Corporate Counseling and Litigation, Past Chair
  • American Bar Association, Task Force on Litigation Reform and Rules Revision, Past Co-Chair
  • American Bar Association, Task Force on Stockholder Meetings
  • The Business Lawyer, Editorial Advisory Board, Past Member
  • The Ministry of Caring, Inc., Board of Directors, Vice President

Education

  • J.D., Temple University School of Law, President, Moot Court, 1983
  • B.A., University of Pennsylvania, 1980

Admitted to Practice

  • Delaware
  • United States Court of Appeals Second Circuit
  • United States Court of Appeals Third Circuit
  • United States Court of Appeals Fifth Circuit
  • Certified Superior Court Mediator

Practices

  • Chancery / Corporate Litigation
  • Special Committees
  • Alternative Dispute Resolution


James Q. Walker concentrates in government investigations, complex commercial litigation, professional liability and legal ethics.  Mr. Walker represents companies and senior executives in federal and state criminal and civil investigations of potential violations of the securities laws and the Foreign Corrupt Practices Act.  He represents law firms and lawyers in government and internal investigations of potential criminal, regulatory and/or professional misconduct, and in related criminal and civil litigation and regulatory proceedings. 

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.  He has drafted numerous ethics opinions and reports on ethics issues.  Mr. Walker is a frequent lecturer on legal ethics, internal investigations and corporate governance, and has written articles on attorney-client privilege, professional ethics, internal investigations, and issues arising under the securities laws.  Mr. Walker also serves as General Counsel to Richards Kibbe & Orbe LLP.


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.


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).


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


Michele M. Anderson is an Associate Director in the Division of Corporation Finance at the U.S. Securities and Exchange Commission.  As a member of the Division’s senior leadership team, Ms. Anderson is responsible for oversight of the disclosure review program for public companies and the work of the division’s offices of Mergers and Acquisitions, International Corporate Finance, and Structured Finance.  She also oversees rulemaking initiatives and no-action, interpretive, and exemptive positions taken by the Division on domestic and cross-border mergers and acquisitions transactions, multinational offerings, and offerings by foreign issuers in the United States.

Ms. Anderson has been a member of the staff at the SEC since 1998.  From 2008 to 2015, she served as Chief of the Division of Corporation Finance’s Office of Mergers and Acquisitions, overseeing the regulation of domestic and cross-border M&A transactions as well as the statutory and regulatory interpretive functions of the SEC as they relate to tender offers, mergers, contested and other non-routine proxy solicitations, going private transactions, reorganizations, debt restructurings and beneficial ownership reporting.  Prior to that, she served in a variety of positions in the Division, including branch chief of the group responsible for the review of the federal securities law filings, including registration statements, periodic reports and proxy materials, made by telecommunication companies and service providers. 

In addition to her duties at the SEC, Ms. Anderson served as an Adjunct Professor of Law at the Georgetown University Law Center, where she taught the course “Takeovers, Mergers and Acquisitions.”  She received her B.A., magna cum laude, Phi Beta Kappa, from the University of Colorado at Boulder and her Juris Doctorate from the University of Colorado Law School.


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.


Stephen M.  Kotran is a partner in the Mergers and Acquisitions and Financial Institutions Groups at Sullivan & Cromwell LLP and a member of the firm’s Managing Partners Committee.   He represents buyers, sellers, special committees of independent directors and financial advisors in connection with mergers and acquisitions transactions, including negotiated and hostile acquisitions of public companies, negotiated sales of private companies, subsidiaries and divisions, private equity transactions, leveraged buy-outs, formation of joint ventures and asset sales.  In recent transactions, his clients have included Acosta, Inc., ADP, Inc., Bank of America Merrill Lynch, Barclays, China Oceanwide, Cytec Industries, Inc., Eastman Kodak Company, Evercore Partners, Goldman, Sachs & Co., ING Groep N.V., Ipsen, S.A., Orix, Inc., Platinum Underwriters Holdings, Ltd., Rothschild, Inc., Sprout Pharmaceuticals, Swiss Reinsurance Company Ltd., Wells Fargo Securities LLC and Western World Insurance Group.

Mr. Kotran graduated from Harvard College (A.B., 1985) and the University of Virginia Law School (J.D., 1990) where he was an Editor of the Virginia Law Review and a member of the Order of the Coif.  From 1985-1986, Mr. Kotran served as a legislative assistant to U.S. Senator Daniel P. Moynihan (D-NY) and from 1990-1991 he served as a judicial clerk to the Hon. Edward R. Becker (U.S. Court of Appeals, Third Circuit).  He has been consistently recognized as a leading M&A, private equity and insurance transactional lawyer by many widely referenced legal guides, including The Best Lawyers in America, Chambers, IFLR, Lawdragon, New York Super Lawyers, PLC and The US Legal 500.  Mr. Kotran is a frequent faculty member on M&A panels for the American Bar Association, the Practising Law Institute, the New York City Bar Association and various other professional organizations.  He is a lecturer in Law at Columbia Law School where he teaches a course on M&A transactions and also has guest lectured at numerous other law schools including Fordham, NYU, Stanford, U.Penn and UVa.  He is a former co-chair of the Financial Advisors Task Force of the M&A Committee of the Business Law Section of the American Bar Association.  He also serves on the M&A Advisory Board of the Practical Law Company.


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.


The Honorable Karen Valihura was sworn in as Justice of the Supreme Court of Delaware on Friday, July 25, 2014.

Justice Valihura, as a practicing lawyer, was consistently selected for inclusion in Chambers USA:  America’s Leading Lawyers for Business and The Best Lawyers in America.  Recently, she was selected by the National Association of Corporate Directors to the NACD Directorship 100, honoring the most influential people in corporate governance.  She is also a member of the American Law Institute.  Her corporate litigation practice included complex commercial and corporate governance issues, federal and state securities matters, as well as mergers and acquisitions and other transactional litigation.  Prior to her appointment to the Supreme Court, Justice Valihura was a partner at Skadden, Arps, Slate, Meagher & Flom, LLP, where she practiced law from 1989 until her appointment to the Court in 2014.

Justice Valihura served on the Advisory Board of the John L. Weinberg Center for Corporate Governance and served as Chair of the Delaware Supreme Court’s Board on Professional Responsibility and as Chair of the Delaware Supreme Court’s Permanent Ethics Advisory Committee on the Delaware Rules for Professional Conduct.    Justice Valihura served for eight years on the Corporation Law Council of the Corporation Law Section of the Delaware State Bar Association.  Additionally, Justice Valihura served her community as a member of the Board of Directors for the Delaware Special Olympics for eighteen years, including service as that Board’s President, and as a member of the Delaware Bar Foundation for eight years, including service as that Board’s President.

Justice Valihura received her undergraduate degree from Washington and Jefferson College in 1985 where she was valedictorian, and her law degree from the University of Pennsylvania Law School where she was a member of the Law Review.  She served as a law clerk to Judge Robert E. Cowen of the U.S. Court of Appeals for the Third Circuit.


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.


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. Macakanja is an Investment Banking Managing Director in the Chicago office of J.P. Morgan.  Mr. Macakanja has led the execution of numerous M&A assignments and corporate restructurings.  M&A assignments include both buy-side and sell-side engagements for large public and private companies as well as a wide range of cross-border transactions.  Prior to joining J.P. Morgan, Mr. Macakanja worked at Lazard in the investment banking group.

Mr. Macakanja received a M.B.A. with high honors and concentrations in Finance and Accounting from the University of Chicago and a B.S. in Industrial Engineering from Purdue University.

Selected transactions:

  • Modine’s acquisition of Luvata HTS from Nordic Capital $422mm (2016)
  • Dana's acquisition of Brevini €325mm (2016)
  • American Axle's acquisition of Metaldyne Performance Group $3.4bn (2016)
  • USG's sale of L&W Supply to ABC Supply $670mm (2016)
  • KPS Capital Partners' sale of Anchor Glass to CVC Capital Partners and BA Glass $1bn (2016)
  • Navistar's strategic investment from VW Truck & Bus $256mm (2016)
  • ITOCHU's sale of PrimeSource Building Products to Platinum Equity (2015)
  • Diebold's acquisition of Wincor Nixdorf €1.7bn (2015)
  • KPS Capital Partners’ sale of MCI to New Flyer $455mm (2015)
  • Masco's spin-off of its Installation & Other Services business (2015)
  • Lear's acquisition of Eagle Ottawa from Everett Smith Group $850mm (2014)
  • Dealer Tire's sale to Lindsay Goldberg (2014)
  • ITW's sale of Industrial Packaging to The Carlyle Group $3.2bn (2014)
  • xpedx's merger with Unisource Worldwide (2014)
  • JCI's sale of its Automotive Electronics business to Visteon $265mm (2014)
  • USG Corporation and Boral Limited's joint venture $1.6bn (2013)
  • Boise's sale to PCA $2bn (2013)
  • Johnson Controls' sale of HomeLink business to Gentex Corp. $700mm (2013)
  • Daimler Buses North America's sale of Transit Bus Aftermarket Parts Division to New Flyer (2013)
  • Mueller Industries negotiated share repurchase from minority shareholder Leucadia National Corporation $427mm (2012)
  • Daimler AG's sale of Setra North American Coach operations to Motor Coach Industries International (2012)
  • Safeguard Properties' acquisition of Bank of America Field Services (2012)
  • Anixter's sale of Fastening Systems business to Greenbriar (2011)
  • United Technologies’ acquisition of Goodrich $18.4bn (2011)
  • Illinois Tool Works’ sale of Finishing Systems business to Graco $650mm (2011)
  • Blackstone's sale of Graham Packaging to Reynolds Group $4.5bn (2011)
  • TI Automotive’s restructuring and scheme of arrangement (2010)
  • Cooper-Standard’s Chapter 11 restructuring (2010)
  • Dura Automotive Systems’ sale to Patriarch Partners (2009)
  • Hayes Lemmerz International’s Chapter 11 restructuring (2009)
  • Metaldyne Corporation's sale to The Carlyle Group and Solus (2009)
  • RayTech's sale to Schaeffler Group and Sun Capital Partners (2008)
  • GST Autoleather's sale to Advantage Partners (2008)
  • Plastech Engineered Products’ sale of asset stake to Johnson Controls (2008)
  • Tenneco's acquisition of Marzocchi (2008)
  • GDX Automotive's sale to Wynnchurch (2007)
  • Tower Automotive's sale to Cerberus (2007)
  • TK Aluminum's sale to Nemak, Bavaria Industriekapital, and Fiat (2007)
  • Collins & Aikman’s Chapter 11 restructuring and asset sales (2007)
  • Metaldyne's sale to Asahi-Tec (2006)
  • Meridian Automotive Systems’ Chapter 11 restructuring (2006)
  • The UAW’s OPEB negotiations with GM, Ford, and Chrysler (2006)
  • Aftermarket Technology Corp’s secondary equity offering (2006)
  • Tupperware's acquisition of Direct Selling operations from Sara Lee (2005)
  • ITT Industries’ sale of Fluid Handling Systems to Cooper-Standard Automotive (2005)
  • Intermet Corporation’s Chapter 11 restructuring (2005)
  • Cooper Tire & Rubber's sale of Cooper-Standard Automotive (2004)
  • Tech Lighting's sale to Harbour Group (2004)
  • Methode Electronics’ hostile defense (2003)
  • Aspen Technologies' strategic investment in Optimum Logistics (2001)
  • Stevens Communications’ sale of certain assets to Nice Systems (2000)
  • Sonic Foundry's acquisition of STV Communications (2000)
  • Dura Automotive Systems’ acquisition of Excel Industries (1999)
  • Venture Holdings Trust's acquisition of Peguform (1999)


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, and is Co-Chair of the Subcommittee on Acquisitions of Public Companies and Co-Chair of the Joint Task Force on Governance Issues in Business Combinations.

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.

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.

Honors

• Chambers USA, America’s Leading Lawyers for Business, Recognized as a leading Delaware corporate M&A practitioner (2014-2018)
• IFLR1000 United States, Selected as a leading Delaware lawyer in the guide to financial and corporate law firms (2018)
• Who’s Who Legal: M&A and Governance, Listed among leading M&A lawyers (2015-2018)
• The Best Lawyers in America, Selected for inclusion for Delaware corporate governance and mergers and acquisitions (2016-2019); Named “Lawyer of the Year” for Delaware corporate governance law (2019)
• Best Lawyers Business Edition: Women in the Law, Listed among leading women in Delaware corporate governance and mergers and acquisitions (2016-2019)

 


Abigail LeGrow serves as a Master in Chancery on the Delaware Court of Chancery, a position she has held since October 2011.  Before joining the Court, Mrs. LeGrow worked in the corporate group at Potter Anderson & Corroon LLP and was a judicial clerk to the Honorable Jack B. Jacobs of the Delaware Supreme Court.  Mrs. LeGrow graduated summa cum laude from the Penn State Dickinson School of Law.


Greg Weinberger is the Co-Head of Global M&A at Credit Suisse. He is also a member of the Bank's Investment Banking Advisory Committee, which oversees the rendering of fairness opinions. Prior to his current role, Greg Weinberger was Co-Head of Americas M&A and prior to that he served as Head of Oil & Gas Americas. Greg has spent most of his career in Credit Suisse’s M&A group, focusing on advising energy companies on strategic transactions. He previously was responsible for Credit Suisse's hostile takeover defense practice. Greg joined Credit Suisse First Boston in 1996 from Cravath, Swaine & Moore.


Jason Mulvihill currently serves as General Counsel for the Private Equity Growth Capital Council (“PEGCC”).  As General Counsel, Mulvihill has primary responsibility for regulatory matters and international matters considered by the PEGCC.  He oversees the PEGCC’s General Counsels’ Committee and the Chief Compliance Officers’ Working Group.  He also plays an active leadership role on legislative issues important to private equity.    

Before joining the PEGCC, Mulvihill served as Legislative Director and Chief Counsel for Senator John Ensign (R-NV).  In this capacity, Mulvihill was responsible for tax and trade issues before the Senate Finance Committee.  He was one of the principal Republican staff who crafted the bipartisan renewable energy tax credit legislation that was signed into law in 2008.  In early 2009, he developed and secured enactment of cancellation of debt income legislation.  Mulvihill also helped to prevent changes in the tax treatment of carried interest, publicly traded partnerships, and deferral.

Mulvihill joined Senator Ensign’s staff after serving as Senior Counsel for the Senate Committee on Commerce, Science, and Transportation.  Before working on Capitol Hill, Mulvihill was an Associate at Skadden, Arps, Slate, Meagher & Flom in Washington, D.C., practicing antitrust law.

Mulvihill graduated summa cum laude and Phi Beta Kappa from Georgetown University, and received his law degree from Columbia University Law School.  He is a member of the New York State and District of Columbia Bars.  

The Private Equity Growth Capital Council

The Private Equity Growth Capital Council, based in Washington, DC, is an advocacy, communications, and research organization and resource center established to develop, analyze, and distribute information about the private equity and growth capital investment industry and its contributions to the national and global economy. The PEGCC opened its doors in February 2007.

The PEGCC’s mission includes educating opinion leaders on the positive role that private equity investment plays in the U.S. and global economies; conducting research projects to support the PEGCC’s education and policy agenda; advocating public policy initiatives that advance and defend the industry’s interests and credibly communicating the benefits of private equity investment to a broad range of audiences, including the news media.

The PEGCC’s members are the world’s leading private equity and growth capital firms united by their commitment to growing and strengthening the businesses in which they invest.


Mr. Morton's practice involves corporate counseling, governance and opinion work.  Mark regularly advises clients regarding all aspects of the Delaware General Corporation Law, governance of Delaware corporations, and fiduciary obligations, both in the context of daily business affairs and with respect to mergers, acquisitions and other corporate transactions.  Mark also authors opinion letters on a wide range of matters of Delaware corporation law.  In addition, Mark frequently is engaged to serve as counsel to Special Committees in connection with various conflict transactions, including M&A transactions.

Mr. Morton is a frequent speaker at corporate law seminars and symposia around the country, including The Harvard School of Law, the Northwestern Law Securities Regulation Institute, the University of Texas Securities Regulation Institute, the University of Texas Mergers & Acquisitions Institute, the Ray Garrett Jr. Corporate and Securities Law Institute, the ABA National Institute on Negotiating Business Acquisitions.  In addition, he has participated in a number of programs sponsored by the American Bar Association, the Delaware State Bar Association and a host of other state and city bar associations.  In addition, Mark has been a speaker for a myriad of programs sponsored by the Mergers & Acquisitions Committee of the ABA, and he has served as a speaker on Delaware corporate law issues for a number of international and national law firms as part of their internal continuing education programs.

Mr. Morton 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.  Mr. Morton is the immediate past Chair of the M&A Committee, a committee that, with more than 5000 members, is one of the largest in the Business Law Section of the ABA. Mr. Morton also is a past Co-Chair of the Delaware Business Law Forum, an invitation only event sponsored by the ABA for leading corporate law practitioners.

Mr. Morton has been named by Chambers USA:  America's Leading Lawyers for Business as a leading Delaware Corporate/M&A practitioner, by the International Who's Who of Merger & Acquisition Lawyers as one of the leading M&A lawyers, and by Lawdragon as one of the 500 leading lawyers in America.   Mr. Morton is an Adjunct Lecturer at the University of Pennsylvania Law School (2009 - 2013) and the University of Virginia Law School (2010 - Current).