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Spin-offs 2016


Speaker(s): Daniel E. Wolf, David K. Lam, James Duncan, Jim E. Rossman, Michael T. Mollerus, My Chi To, Nicole J. Pinder, Richard M. Casavechia, Scott D. Mitnick, Ting S. Chen
Recorded on: Feb. 18, 2016
PLI Program #: 149600

Jim Duncan is a partner in Cleary Gottlieb Steen & Hamilton LLP. His practice focuses on tax aspects of acquisitions, restructurings and joint ventures; structural planning for complex multinational businesses; and tax issues relevant to financial services businesses and their customers. He has devoted a significant proportion of his time in recent years to tax controversies.

Mr. Duncan joined Cleary Gottlieb in 1979 and became a partner in 1988. He has split his career between the United States and Europe, and was based  in the firm’s London office for 16 years before returning to New York in 2008.

Mr. Duncan is distinguished as one of the country's leading tax lawyers by Chambers Global, Chambers USA, The International Who’s Who of Business Lawyers, The Legal 500 U.S. and Turnarounds & Workouts.  Mr. Duncan served as a general reporter for the consideration of the tax treatment of hybrid financial instruments in cross-border transactions at the IFA Congress in Munich in 2000; he lectures and is widely published on international tax matters.

Mr. Duncan received an L.L.M. from New York University Law School in 1984, a J.D., magna cum laude, from Harvard Law School in 1979, and a B.A., cum laude with distinction in English, from Yale in 1975. He serves on the governing board of the Yale University Art Gallery.


Mr. Rossman is the Head of Shareholder Advisory at Lazard and advises clients in connection with preparing for and responding to shareholder activism. Mr. Rossman joined Lazard in 2003 and has over 25 years of experience as both a lawyer and investment banker.

Prior to joining Lazard, Mr. Rossman was a senior equity capital markets banker at Lehman Brothers.  Prior to his work at Lehman Brothers, Mr. Rossman was a corporate lawyer at Cleary, Gottlieb, Steen & Hamilton in their New York and Brussels offices, specializing in capital markets, mergers and acquisitions, and debt restructuring.

Mr. Rossman is the Chairman of the Board of Trustees for the Brooklyn Historical Society and a Trustee of Greenwood Cemetery in Brooklyn.  He serves on the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania; the Advisory Board of the John L. Weinberg Center for Corporate Governance; the Advisory Council for the Harvard Roundtable on Corporate Governance; and the Board of Advisors of the Institute for Corporate Governance & Finance at NYU School of Law.

Mr. Rossman earned a B.A. from Kenyon College, an M.A. from The University of Virginia, and a J.D. from New York University School of Law.


My Chi To is a corporate partner and a member of Debevoise & Plimpton’s Business Restructuring & Workouts Group. She has experience representing corporations, creditors and investors in complex restructurings and bankruptcies in the U.S. and other jurisdictions. Ms. To also regularly advises clients in connection with distressed acquisitions in and out of court, including cross-border transactions, intercreditor disputes and insurance insolvency matters.

Ranked as a leading lawyer by Chambers USA and The Legal 500 US, clients describe Ms. To as a “solution-oriented” lawyer with “excellent judgment,” who “thinks through all the permutations and is great at tackling complex situations” and has the “ability to straddle that line between legal advice and practical judgment.”

Ms. To is the recipient of the Kathryn R. Heidt Memorial Award, which is the highest honor granted by the Business Bankruptcy Committee of the American Bar Association. She is a frequent speaker and author on bankruptcy and restructuring topics.

Ms. To is an editor-in-chief of the Debevoise Women’s Review and a member of the Steering Committee of the US 30% Club, a business leadership group focused on achieving 30% women on S&P 100 boards by 2020. She is also a member of the Board of Trustees of The Cathedral School of St. John the Divine. Ms. To received the National Asian Pacific American Bar Association’s “Best Lawyers Under 40” award.

Ms. To received an LL.L. and LL.B. in civil law and common law from the University of Ottawa and was a law clerk to the Hon. Claire L’Heureux-Dubé, Supreme Court of Canada. She received an M.Phil. in Politics from the University of Oxford, where she was a Rhodes Scholar. During her tenure at Debevoise, Ms. To was seconded to Nishimura & Asahi in Tokyo, focusing on distressed cross-border acquisitions and restructurings. Ms. To is fluent in French.


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)

 


Richard Casavechia is Managing Director and Head of M&A Structuring at Barclays. Mr. Casavechia regularly advises on all types of complex acquisition and disposition strategies, including taxable and tax-free mergers; spin-offs, split-offs, carve-outs and spin / merge transactions; REIT conversions and spin-offs; tax-efficient IPOs; joint ventures and partnerships; tax-efficient share repurchases; structured transactions to hedge (or dispose of) appreciated assets without triggering tax; and cross-border M&A and financing transactions.

Mr. Casavechia is particularly active in the area of corporate separations and cross-border transactions, most recently advising on Tenneco’s acquisition of Federal-Mogul, KAR Auction Services spin-off of Insurance Auto Auctions, Aptiv’s spin-off of Delphi Technologies, NXP’s acquisition by Qualcomm, Supervalu’s sale of its Save-A-Lot business, Agrium’s combination with Potash, Mattress Firm’s sale to Steinhoff, Hertz’s spin-off of its equipment rental business, Change Healthcare’s combination with McKesson’s Technology Solutions business, HCP’s spin-off of Quality Care Properties, Anheuser-Busch InBev’s acquisition of SABMiller, and The Dow Chemical Company’s separation and merger of its Chlorine Business with Olin Corporation.

Prior to joining Barclays in 2014, Richard was a Managing Director in the Mergers & Acquisitions group at Bank of America Merrill Lynch, primarily responsible for the M&A Structuring practice where he advised on numerous complex and innovative tax-driven transactions, including Rayonier's spin-off of Rayonier Advanced Materials, Windstream's spin-off and REIT conversion, and Penn National Gaming's spin-off of its real estate into Gaming & Leisure Properties. He also advised on Pfizer's tax-free IPO and split-off of Zoetis, Dean Foods' tax-free IPO and spin-off of WhiteWave, Time Warner's spin-off of AOL, J .M. Smucker's acquisition of Folgers from Procter & Gamble, Simon Property Group’s spin-off of Washington Prime Group, Ralcorp's acquisition of Post cereals from Kraft, and Mediacom Communications' redemption of Morris Communications in a cash-rich split-off. Mr. Casavechia was a member of the firm's Fairness Opinion Committee, and also helped coordinate transaction structuring activities for the Global Equities and Equity Derivative businesses.

Prior to joining Bank of America Merrill Lynch in 2006, Mr. Casavechia was Global Head of M&A Tax Advisory for JP Morgan (1997-2006) and also worked as a tax attorney, most recently for Cahill Gordon & Reindel. Before entering private practice, he was a law clerk for the Honorable Stephen S. Trott on the United States Court of Appeals for the Ninth Circuit.

Mr. Casavechia earned a J.D. from Harvard Law School and a B.A. in economics (Phi Beta Kappa) from Wesleyan University.


Ting S. Chen is a partner in Cravath’s Corporate Department. Her practice focuses on mergers and acquisitions, corporate governance, and activism and takeover defense.

Ms. Chen’s clients have included Avon, BDT Capital Partners, British American Tobacco, DHT, DreamWorks Animation, Goldman Sachs, Honeywell, IBM, InterMune, JPMorgan Chase, Kraft, Lundbeck, OneBeacon Insurance, Pitney Bowes, Qualcomm, Starbucks, The Washington Post, White Mountains Insurance and Zale Corporation.

Ms. Chen has been recognized for her work in mergers and acquisitions by The Legal 500 and IFLR1000. In 2019, she was included in Crain’s New York Business’s list of “Notable Women in Law.” In 2017 and 2018, Ms. Chen was named a “Next Generation Lawyer” in the media and entertainment arena by The Legal 500. In 2015, Ms. Chen was named a “Rising Star” by Law360, recognizing her as one of eight outstanding merger and acquisition lawyers in the nation under the age of 40.

Ms. Chen was born in Taipei, Taiwan. She received an A.B. summa cum laude from Harvard University in 2003, where she was elected to Phi Beta Kappa, and a J.D. from Stanford Law School in 2006. Ms. Chen joined Cravath in 2006 and became a partner in 2014.


Daniel Wolf is a corporate partner in the New York office of Kirkland & Ellis LLP. Daniel’s practice focuses on mergers and acquisitions where he represents public and private companies, as well as private equity firms, in a variety of domestic and international transactions, including spin-offs, split-offs, split-ups and carve-outs. His transactional experience spans the range of M&A activity including many significant cross-border and contested transactions. He also counsels public company clients on governance, finance, securities and other general corporate matters.
 
Daniel was named to The International Who’s Who of Mergers & Acquisitions Lawyers and Chambers Global: The World’s Leading Business Lawyers in 2016 for the third consecutive year, noting that he is "a brilliant lawyer." Chambers USA: America’s Leading Lawyers for Business ranked him among the best Corporate/M&A attorneys in the country. The 2016 ranking marked Daniel’s sixth consecutive year appearing in Chambers USA, calling Daniel an “exceptional lawyer.” Daniel was recognized as one of the “Top 50: America’s M&A Star Dealmakers 2013” by the Global M&A Network and in 2012 he was named an “M&A MVP” in Law360’s “MVPs of the Year” for his work on some of the year’s most high-profile and complex deals. Law360 also named him one of its five “Rising Stars” in M&A under the age of 40 in 2011. 
 
Daniel is the leading contributing author of the Kirkland M&A Update, the Firm’s M&A thought leadership publication. Daniel’s content has been recognized by various academic and business publications, including The Wall Street Journal, The Harvard Law School Forum on Corporate Governance and Financial Regulation, The New York Times’ Deal Professor, Investment Dealers’ Digest, Deal Lawyers, Practical Law Company (PLC) and Law360.
 
Daniel is a graduate of the London School of Economics, LL.B., 1995 first class honours.


David K. Lam is a corporate partner at Wachtell, Lipton, Rosen & Katz. He focuses on mergers and acquisitions, securities transactions and corporate governance. His practice has included a wide range of matters, including public and private acquisitions and divestitures, domestic and international transactions, carve-out IPOs, spin-offs, split-offs, joint venture transactions and private equity transactions. He also advises numerous companies on takeover defenses, proxy contests and corporate governance matters. In 2013, David was named by The American Lawyer as a Dealmaker of the Year.

He has represented clients in a variety of industries, including:

Financial Services

  • BGC Partners in its $1.234 billion sale of its electronic trading business in U.S. Treasury securities to The NASDAQ OMX Group, Inc. and in its $1.4 billion reorganization and merger with eSpeed
  • The New York Stock Exchange in its agreed $23.4 billion crossborder combination with Deutsche Böerse, its $10 billion crossborder combination with Euronext N.V. and its merger with Archipelago
  • MetLife in the sale of its depositary business to GE Capital Retail Bank, its $1.6 billion split-off of its interest in Reinsurance Group of America and its sale of State Street Research & Management Company to BlackRock
  • Warburg Pincus in its purchase and sale of equity in Primerica from Citigroup
  • Lazard in connection with its IPO and related restructuring transactions
  • JPMorgan Chase & Co. in its acquisition of the banking business of The Bank of New York in exchange for JPMorgan Chase’s corporate trust business, and in the restructuring of its joint venture with First Data Corporation
  • Bank of America in its $21 billion acquisition of ABN Amro’s LaSalle Bank
  • Golden West Financial in its $25.5 billion sale to Wachovia Energy
  • Berry Petroleum in its $2.5 billion sale to LINN Energy and LinnCo
  • Sunoco in its $5.3 billion sale to Energy Transfer Partners and in its IPO and spin-off of SunCoke Energy, a $1.2 billion company
  • Atlas Energy in its $4.3 billion sale to Chevron, its $1.7 billion joint venture with Reliance Industries, and in the formation of its master limited partnership, Atlas Resource Partners
  • Acciona in its €43.7 billion acquisition with Enel of Endesa

Health Care
  • Abbott Laboratories in its $55 billion spin-off of AbbVie
  • GlaxoSmithKline in its unsolicited offer and $3.6 billion acquisition of Human Genome Sciences
  • The Wyeth board of directors in its $68 billion merger with Pfizer
  • Cardinal Health in its agreed joint venture transaction with CVS Caremark, its $2.1 billion acquisition of Assuramed, its $1.3 billion acquisition of Kinray, its $1.5 billion acquisition of VIASYS Healthcare, its $3.3 billion sale of its Pharmacology Technology Business to an affiliate of the Blackstone Group, its acquisition of P4 Healthcare Solutions, and in its $4.1 billion spin-off of CareFusion Corporation
  • Sanofi in its successful €47.8 billion hostile exchange offer for Aventis

Real Estate
  • Rayonier in its announced spin-off of its performance fibers business
  • AMB Property Corporation in its $15 billion merger with ProLogis
  • Sunrise Senior Living in its $3.4 billion sale to Health Care REIT
  • The Mills Corporation in its $7.8 billion sale to Simon Property Group and Farallon Capital

Mr. Lam received his B.A. (economics and molecular biophysics & biochemistry) summa cum laude from Yale University, where he was awarded the Arthur Twining Hadley Prize and Russell Henry Chittenden Prize for the highest GPA. He received his J.D. from Yale Law School, where he served as managing editor of the Yale Law Journal and articles editor of the Yale Journal on Regulation. Upon graduation from law school, Mr. Lam served as a law clerk to the Honorable José A. Cabranes of the U.S. Court of Appeals for the Second Circuit.


Scott Mitnick is the Chief Mergers & Acquisitions Counsel at the American Express Company where he oversees the structuring, negotiation and execution of the Company’s M&A, joint venture and venture investment transactions globally. Mr. Mitnick has led the Company’s M&A legal team since 2011 and has over 12 years of M&A and transactional experience, as well as extensive experience in bank holding company, securities and employment areas of law. He was the lead attorney in the formation of the Company’s Global Business Travel joint venture and continues to oversee related governance and transition efforts. Mr. Mitnick is also the lead attorney supporting the development and launch of the Company’s IP Zone business, an IP trading platform. 

Prior to joining American Express in 2011, Mr. Mitnick worked in the Mergers and Acquisitions group at Davis Polk & Wardwell where he focused on both public and private M&A transactions and the restructuring of financially challenged companies, representing, among others, CVS in its acquisition of Caremark Rx and Comcast in its acquisition of Adelphia out of bankruptcy. Mr. Mitnick received his J.D. at Columbia Law School and his M.B.A. from Columbia Business School. He graduated magna cum laude from Brown University, with honors in Economics.


Mr. Mollerus is a partner in Davis Polk’s Tax Department. His practice centers on advice to international and domestic corporate, real estate and private equity fund clients on initial public offerings, mergers, acquisitions, spinoffs and other major transactions, including structured financings. Mr. Mollerus’ clients have included many financial institutions and corporate clients, including Uniti Group, Bertelsmann, Delphi Automotive, Emerson, Morgan Stanley Real Estate, PartnerRe, Roche, Reckitt Benckiser and Shire.