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M&A Default Rule Roulette: Winning the Bet with the Law You Pick


Speaker(s): Christopher J. Torrente, Glenn D. West, Noelle M. Reed, Srinivas M. Raju, Wilson Chu
Recorded on: Feb. 23, 2016
PLI Program #: 171519

Chris Torrente is a corporate partner in the New York office. Chris' practice is primarily focused on representing private equity funds, private companies and public companies in a wide variety of complex business transactions, including mergers and acquisitions, leveraged buyouts and in-court and out-of-court restructurings. Chris also advises private equity funds and venture capital funds in growth capital investments, venture capital financings and in the management of their portfolio companies, including debt and equity financings, follow-on acquisitions and liquidity events. Chris has experience in a wide variety of industries, including business services, chemicals, retail, consumer products, industrials, manufacturing, logistics/transportation services, oil and gas services.

Chris also serves on various firmwide committees including the Finance Committee, the Pro Bono Management Committee and the Associate Review Committee, as well as the NY Associate Review Committee.

Representative Matters

Mergers & Acquisitions / Leveraged Buyouts / Growth Capital Investments

LNK Partners, along with Leonard Green & Partners and TPG Capital, in its acquisition of Life Time Fitness, Inc.

The Carlyle Group in connection with its acquisition of the Industrial Packaging Group segment of Illinois Tool Works, Inc.

3G Capital, along with Berkshire Hathaway, in its acquisition of the H.J. Heinz Company

3i Group in numerous acquisitions and dispositions, including

  • investment in Fulcrum Group Ltd. and the subsequent combination of Fulcrum Group Ltd. and Butterfield Fund Services
  • disposition of Butterfield Fulcrum Group
  • investment in Grupo Union Radio
  • disposition of Mold-Masters Ltd.
  • investment in JMJ Associates
  • acquisition of A&A Manufacturing
  • acquisition of Q Holding Company
  • disposition of TouchTunes Interactive Networks

Bain Capital in numerous acquisitions, including

  • acquisition of the Styron division of Dow Chemicals Corp.
  • acquisition of Consolidated Container Co.

Droga5 in connection with the investment by William Morris Endeavor

LNK Partners in numerous acquisitions and dispositions, including

  • acquisition of Natural Food Holdings
  • acquisition of Titan Fitness LLC
  • disposition of Natural Food Holdings

Saw Mill Capital in numerous acquisitions and dispositions

Trilantic Capital Partners in numerous acquisitions and dispositions, including

  • investment in Fortitech Inc.
  • disposition of Fortitech Inc.
  • acquisition of Implus Footcare
  • investment in Traeger Pellet Grills
  • disposition of Implus Footcare

Memberships & Affiliations

Advisory Committee Member, The Deal (2015)

Seminars

Speaker, University of Texas Mergers & Acquisitions Institute, Fall 2015

Speaker, "Private Equity Bootcamp," University of Pennsylvania Law School, Spring Semester 2015

Moderator, NYU Stern Private Equity Conference, Winter 2014

Speaker, Legal Aspects of Private Equity, The Wharton Private Equity and Venture Capital Club, (Spring 2009; Fall 2010)

Prior Experience

  • O'Melveny & Myers LLP (Summer 1999; September 2000 - March 2004)

PRACTICE AREAS

  • Corporate
  • Leveraged Acquisitions
  • Mergers & Acquisitions
  • Private Company
  • Private Equity

ADMISSIONS & QUALIFICATIONS

  • 2001, New York

EDUCATION

  • Fordham University School of Law, J.D., 2000 Dean's List 1999-2000
  • Fordham Urban Law Journal: ADR Editor (Volume XXVII); Staff Member (Volume XXVI)
  • Michigan State University, B.A., Economics & Political Science, 1995


Glenn West has extensive experience in leveraged buyouts and dispositions of both public and private companies. Mr. West is dual-qualified as a U.S. lawyer and an English solicitor.

Mr. West has developed a diverse corporate practice both nationally and internationally. He regularly represents private equity firms in acquiring and making investments in public and private companies. Mr. West also represents public and private companies (including the portfolio companies of private equity firms) in acquisitions and financings; and he is regularly called upon to provide general corporate and crisis management advice to boards and their management. Mr. West has also developed an expertise in the acquisition and financing of sports teams and their facilities.

Representative private equity and merger and acquisition transactions include:

  • WPX Energy, Inc. in its $2.75 billion acquisition of RKI Exploration & Production, LLC
  • LG Aviv LP, an affiliate of Lindsay Goldberg LLC and a major shareholder of Aviv REIT, Inc., in Aviv REIT’s $3 billion merger with Omega Healthcare Investors, Inc.
  • Lindsay Goldberg LLC, in its investment in Dealer Tire, LLC
  • AMR Corporation, the parent of American Airlines, in American’s approximately $18 billion merger with US Airways
  • PetroLogistics and its parent, Propylene Holdings LLC (an indirect portfolio company of Lindsay Goldberg and York Capital) in its $2.1 billion sale to Flint Hills Resources
  • LIN Media’s $2.6 billion merger with Media General, Inc.
  • LIN TV Corporation’s merger with and into LIN Media LLC
  • Apache Corporation in its $2.95 billion sale of a stake in its Egypt oil and gas business to, and the formation of a joint venture with, Sinopec International Petroleum Exploration and Production Corporation
  • Affiliates of HM Capital in the sale and purchase of the food and consumer products segment of the investment portfolio of HM Capital’s Sector Performance Fund
  • Special Committee of Titanium Metals Corporation in its $2.9 billion sale to Precision Casparts Corporation
  • Special Committee of the Board of Directors of Continental Resources, Inc. in Continental’s acquisition of the oil assets of Wheatland Oil, Inc.
  • NYDJ Apparel, LLC (a portfolio company of Falconhead Capital LLC) in its sale of a controlling interest of the company to Crestview Partners and Maybrook Capital Partners
  • Kainos Capital in its acquisition of JTM Foods LLC, and in the sale of its portfolio company, Healthcare Solutions, Inc., to Catamaran Corporation
  • Apco Oil & Gas International, Inc. (a subsidiary of WPX Energy, Inc.) in its $430 million sale to Pluspetrol Black River

Representative sports related transactions include:

  • the acquisition, financing and subsequent sale of the Texas Rangers Major League Baseball Club
  • the acquisition, financing and subsequent sale of the Tampa Bay Lightning Hockey Club
  • the acquisition, financing and subsequent sale of the Dallas Stars Hockey Club
  • the acquisition and financing of the Liverpool Football Club & Athletic Grounds
  • the project financing for the American Airlines Center in Dallas, Texas

Mr. West received the 2014 “Adviser Dealmaker of the Year” Award by Association of Corporate Growth & DCEO Magazine. Mr. West is consistently recognized by Best Lawyers in America, including being named 2013 Dallas Mergers & Acquisitions Lawyer of the Year and 2010 Dallas Corporate Lawyer of the Year. He was ranked Band 1 in Corporate/M&A in Texas and also as a leading lawyer for private equity nationwide by Chambers USA 2010 – 2015. Mr. West was also named a leading lawyer for U.S. Private Equity: Buyouts and U.S. Corporate/M&A by Chambers Global 2012 – 2015. Additionally, he was named a 2013 BTI Client Service All-Star by BTI Consulting Group for delivering superior client service to Fortune 1000 clients.

In 2009 and in 2012 Mr. West received the Burton Award for Legal Writing Achievement. Mr. West is a frequent speaker and has authored numerous Private Equity and M&A related articles.

Mr. West is an Adjunct Professor of Law at SMU Law School and Texas Tech Law School, where he teaches a class on practice skills. He is also on the Board of the Vogel Alcove Foundation, a charitable foundation supporting the work of the Vogel Alcove Childcare Center for the Homeless.

Practice Areas

Sectors

Admissions

  • District of Columbia
  • New York State
  • State of Texas
  • England & Wales (Solicitor)

Education

  • Tarleton State (B.A., 1975)
  • Texas Tech Univ Law (J.D., 1978)


Wilson Chu is a partner in the Dallas office of McDermott Will & Emery LLP. His practice focuses on M&A, joint ventures, and other strategic transactions, as well as related corporate governance, for clients ranging from Fortune 500 serial acquirers to private equity funds to high-growth, high-profile technology companies in the United States and abroad. While he has experience in a wide range of industries, his practice is heavily-weighted in the technology and healthcare sectors (particularly, healthtech and fintech).
His representative M&A clients include:

  • 7-Eleven Inc.
  • Renren Inc. (NYSE: RENN)
  • Sabre Corporation (NASDAQ: SABR)
  • Varian Medical Systems, Inc. (NYSE: VAR)
  • Wolters Kluwer N.V. (AEX: WKL)

Wilson created and continues to be the architect of the influential M&A Deal Points Studies published by the Market Trends Subcommittee (which he co-founded) of the ABA’s Mergers & Acquisitions Committee (for which he serves as Vice Chair). He is founding co-chair of the University of Texas Mergers & Acquisitions Institute, the country’s leading private company M&A conference, and the founding chair of the International Finance Law Review/Inter-Pacific Bar Association’s Asia M&A Forum in Hong Kong, Asia’s leading M&A law conference. Wilson is also an active leader in broad range of groundbreaking initiatives that promote the business case for diversity, including, Founder, NAPABA Partners Network, Founding Member, Selection Committee for NAPABA’s Best Lawyers Under 40, and Founding Co-Chair, Texas Minority Counsel Program.


Srinivas M. Raju is a member of the Wilmington, Delaware law firm of Richards, Layton & Finger, P.A.  His practice focuses on corporate advisory, corporate governance, transactional, and complex litigation matters relating to Delaware corporations, limited partnerships and limited liability companies. Srini has litigated numerous corporate control, corporate governance, and contractual disputes in the Delaware Court of Chancery and the Delaware Supreme Court. He has also advised corporate boards, special committees, and general partners with respect to governance and transactional issues. 

Srini is frequent speaker on fiduciary duty and governance issues, particularly with respect to Delaware limited partnerships and limited liability companies.  He has also published numerous articles on these topics, including articles published in The Business Lawyer, Securities & Commodities Regulation, Delaware Journal of Corporate Law, and Insights, and is co-author of a book titled Special Committees: Law and Practice (LexisNexis 2015). 

Srini has been recognized in The Best Lawyers in America; Chambers USA; Benchmark Litigation; Lawdragon; PLC Which Lawyer; Super Lawyers; and The Legal 500.

Srini holds a J.D. degree from Georgetown University Law Center and a B.S. degree from Indiana University.  Earlier in his career, and prior to entering law school, he was an accountant and obtained certification as a Certified Public Accountant. 


Noelle M. Reed heads the Houston litigation practice. She has extensive experience representing clients in complex litigation in state and federal trial and appellate courts and arbitrations.

Ms. Reed was a trial attorney with the Department of Justice’s Terrorism and Violent Crime Division and an assistant United States attorney in the Southern District of Texas. As a prosecutor, she handled criminal cases involving terrorism, public corruption, fraud, organized crime, drug trafficking, money laundering, environmental violations and tax offenses.

Ms. Reed’s practice includes representing corporations and individuals in a variety of complex civil and criminal litigation matters. She represents clients as plaintiffs and defendants and has served as lead trial counsel in more than 30 jury trials and arbitrations. She also regularly represents companies and their directors, officers and financial advisors in multiforum securities and fiduciary duty cases arising from mergers and acquisitions. She has represented clients in acquisition-related cases involving more than 100 billion dollars in transaction value.

Ms. Reed recently served as a member of Skadden’s Policy Committee, the firm’s governing body. She is a member of the American Law Institute and is listed in Chambers USA: America’s Leading Lawyers for Business and The Best Lawyers in America. During her tenure as a prosecutor, she also served as a trial advocacy instructor at the National Trial Advocacy Center, which provides litigation training to all federal prosecutors, and as an instructor at the International Law Enforcement Academy in Budapest, Hungary.

Representative matters in which Ms. Reed has been involved include:

  • Aspen Technology, Inc. v. M3 Technology. As lead trial counsel, Ms. Reed obtained a $12 million jury verdict and a permanent injunction for client Aspen Technology on its copyright, trade secret misappropriation and tortious interference claims. She successfully defended the verdict on appeal to the Fifth Circuit.
  • Oxbow Calcining v. Port Arthur Steam Energy. Ms. Reed served as co-lead counsel in the successful arbitration of contract claims brought by and against client Port Arthur Steam Energy. She successfully defended the arbitration award through appeal to the Texas Supreme Court.
  • Bank of America mortgage backed securities litigation. Ms. Reed is lead counsel for Bank of America and its affiliates in litigation pending in federal and state courts in Texas.
  • Archer Well Company v. GW Holdings. Ms. Reed was lead counsel for Archer Well in this contract and securities litigation in the Southern District of New York arising from Archer’s acquisition of five companies.
  • XTO Energy, Inc. Ms. Reed represented XTO in shareholder litigation seeking to enjoin Exxon Mobil’s $41 billion acquisition of XTO.
  • Virgin Mobile. As lead trial counsel for Virgin Mobile, Ms. Reed obtained permanent injunctions against numerous defendants in a series of trademark infringement cases arising from the hacking of Virgin Mobile cellular phones.
  • PISC v. Woolslayer. As lead trial counsel, Ms. Reed obtained a directed verdict on behalf of client Woolslayer in the jury trial of a contract dispute.
  • GenOn. Ms. Reed was lead counsel for GenOn and its directors in federal and state litigation in Texas arising from NRG’s acquisition of GenOn.

Bar Admissions

Texas
Arkansas
United States District Court for the Southern and Eastern Districts of New York
All United States District Courts in Texas and Arkansas
U.S. Court of Appeals for the Second and Fifth Circuits
U.S. Supreme Court
New York
Oklahoma

Education

J.D., Harvard Law School, 1996 (magna cum laude)

B.A., Boston University, 1991 (magna cum laude)

Experience

Law Clerk to the Honorable J. Daniel Mahoney, U.S. Court of Appeals for the Second Circuit (1996)

Law Clerk to the Honorable Richard J. Cardamone, U.S. Court of Appeals for the Second Circuit (1996-1997)

Trial Attorney, U.S. Department of Justice (1997-1998)

Assistant U.S. Attorney, Southern District of Texas (1998-2004)

Associations

Member, The American Law Institute

Life Fellow, Texas Bar Foundation

Fellow, Houston Bar Foundation

Fellow, American Bar Foundation

Related Practices 

Litigation 
Class Action Litigation 
Securities Litigation 
Accounting 
Patent Litigation 
Intellectual Property Litigation 
Government Enforcement and White Collar Crime 

Events

Eighth Annual Securities Litigation and Regulatory Enforcement Seminar  
Seventh Annual Securities Litigation and Regulatory and Enforcement Seminar 

Publications 

"Inside the Courts: Sweeping Changes Proposed to the Federal Rules of Civil Procedure"