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Mergers & Acquisitions 2017: Advanced Trends and Developments


Speaker(s): A. Thompson Bayliss, Blake Rohrbacher, Charles W. Cox, Daniel V. Schleifman, David DeNunzio, David A. Katz, David M. Schwartzbaum, Elizabeth A. Cooper, Hon. Joseph R. Slights III, Hon. Tamika R. Montgomery-Reeves, James Q. Walker, James R. Griffin, Jane D. Goldstein, Jennifer Muller, Joel Friedlander, Joel I. Greenberg, John K. Hughes, Kevin Miller, Lucy Ricca, Mark A. Morton, Patricia O. Vella, Prabha Sipi Bhandari, Stephen M. Kotran, Steven M. Haas, Tariq Mundiya, Ted Yu, William D. Regner
Recorded on: Jan. 12, 2017
PLI Program #: 180651

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.


Prabha Sipi Bhandari is Head of Mergers & Acquisitions – Legal Americas and Co-Head of the Global Advisory Practice Group at Deutsche Bank AG, New York.  Ms. Bhandari is also deputy to the Americas General Counsel in advising the Board of Directors of Deutsche Bank Securities Inc., Deutsche Bank’s registered US broker-dealer, investment advisor and futures commission merchant (FCM).  Prior to joining Deutsche Bank in 2007, Ms. Bhandari was responsible for Mergers & Acquisitions at Viacom Inc.  Prior thereto, Ms. Bhandari was a corporate associate at the law firm of Davis Polk & Wardwell in New York.  She began her legal career as a law clerk for the Honorable John M. Duhé, Jr. of the Fifth Circuit Court of Appeals.

Ms. Bhandari received her J.D. from New York University School of Law, where she served as Notes and Comments Editor of the New York University Law Review.  She received her B.S. from Cornell University in Industrial and Labor Relations.  She is admitted to practice in New York and is a member of the Association of the Bar of the City of New York.  In 2013, Ms. Bhandari received the Corporate Leadership Award from the South Asian Bar Association of New York.  She serves as the chairperson of the board of directors of Teaching Beyond the Square, a not-for-profit focused on improving early childhood education.


Blake Rohrbacher is a Director at Richards, Layton & Finger, P.A., in Wilmington, Delaware.  He focuses his practice on litigation as well as advisory and transactional matters relating to Delaware corporations and alternative entities.  He litigates corporate control, governance, M&A, fiduciary, statutory, and contractual disputes in the Delaware Court of Chancery and the Delaware Supreme Court, and he advises corporate boards and board committees regarding governance, fiduciary duties, and mergers and acquisitions. 

The author of numerous legal publications, Blake also has particular expertise in Delaware law regarding nonprofit and nonstock corporations, having served on the drafting subcommittee responsible for the 2010 nonstock amendments to Delaware’s General Corporation Law.  Blake also assisted in drafting the Delaware Rapid Arbitration Act.  Blake was appointed by then-Chancellor Strine to the Court of Chancery Rules Committee. 

Blake received his B.A. degree from Yale University and his J.D. degree from Yale Law School.  Following law school, he was a clerk for the Honorable Thomas L. Ambro, U.S. Court of Appeals for the Third Circuit.


Charles (Chuck) Cox is the leader of the Los Angeles Litigation Team and a partner in the firm’s Securities Litigation Group. He concentrates his practice on complex business disputes, including securities class actions, derivative litigation, fiduciary duty and other cases resulting from mergers and acquisitions, corporate control disputes and commercial litigation. Chuck has tried more than a dozen cases to a verdict or arbitration award.

Chuck represents clients across many industries, including consumer products, health care, entertainment and technology, as well as financial institutions and professional services firms. He has successfully represented clients across the country in federal and state court proceedings, arbitration and courts of appeal. He has been listed as a Southern California Super Lawyer many times, most recently in 2017.

Chuck currently serves as a member of the board of directors of Strength in Support, an organization dedicated to helping returning veterans. He previously served as a member of the National Council of the Federal Bar Association and on the boards of the Disability Rights Legal Center and the St. Paul the Apostle School Foundation. Prior to earning his law degree, Chuck served as a naval submarine officer in the Pacific for three years.

Education

  • University of Michigan Law School (J.D., 1992)
  • Georgetown University (M.A., 1985)
  • U.S. Naval Academy (B.S., 1984)

Admitted to Practice

  • California


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.


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.


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.


Jane Goldstein is co-head of Ropes & Gray’s mergers & acquisitions group and co-managing partner of the Boston office, maintaining offices in both New York and Boston. She is also co-head of the firm’s technology, media & telecommunications group and head of the retail & consumer brands industry group.

Jane advises a wide range of public and private companies and their boards of directors with respect to corporate governance, securities regulation and general legal matters, and frequently represents investment banking firms serving in financial advisory roles. She also has extensive experience counseling U.S. companies in the retail and consumer products industry. Representative clients include Adidas AG, Michaels Stores, Oscar de la Renta Ltd., Castanea Partners, General Catalyst, Charlesbank Capital, and Joseph Altuzarra.

Jane regularly participates as a guest speaker and panelist at industry events and is on the New York Bar Association Committee on Mergers, Acquisitions & Corporate Control Contests. Jane is also the Chair of the Board of Trustees of Green Mountain Valley School, Waitsfield, Vermont.  Jane has received recognition from various legal ranking publications, including IFLR 1000, Chambers, The Best Lawyers in America and Legal 500

Jane received her JD, magna cum laude, Boston University School of Law, 1989; Editor-in-Chief, Annual Review of Banking Law and BA (French Language and Literature), magna cum laude, Boston University, 1982.


Jennifer Muller is Co-Head of Houlihan Lokey’s Special Committee and Fairness Opinion practices. She is also a Vice Chair of the American Bar Association’s Mergers & Acquisitions Committee and a board member of the University of Pennsylvania Institute for Law and Economics. Ms. Muller is experienced in business valuations and corporate governance. Her clients have included Google, Broadcom, NVIDIA, Liberty Media, and Dell.

Ms. Muller speaks frequently on corporate finance and the role of the financial advisor in M&A transactions. Recently, she has spoken at the National Institute on Negotiating Business Acquisitions, UPenn Law School, and the American Bar Association, Harvard Law School, the UC Berkeley School of Law and Columbia Law School. Ms. Muller also speaks regularly about increasing the level of participation of women in M&A and is the Chair of the American Bar Association’s Women in M&A Task Force.


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


Lucy Ricca is the Executive Director of the Stanford Center on the Legal Profession.  Ricca coordinates all aspects of the Center’s activities, including developing the direction and goals for the Center and overseeing operations, publications, programs, research, and other inter-disciplinary projects.  Ricca is a Lecturer at the law school and has written on the regulation of the profession, the changing practice of law, and diversity in the profession.

Ricca joined Stanford Law School in June 2013, after clerking for Judge James P. Jones of the United States District Court for the Western District of Virginia.  Before clerking, Ricca practiced white collar criminal defense, securities, antitrust, and complex commercial litigation as an associate at Orrick, Herrington & Sutcliffe.  Ricca received her B.A. cum laude in History from Dartmouth College and her J.D. from the University of Virginia School of Law.


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.


Tariq Mundiya is Chair of the Litigation Department at Willkie Farr & Gallagher and a member of the firm’s Executive Committee.

Mr. Mundiya has spent much of his career working on high stakes M&A and takeover litigation, including some of the most contentious takeover, restructuring and corporate battles in recent times.  He was involved in securing the adoption of a deferential “business judgment” review standard in the highest courts in Delaware and New York for “going private” transactions involving controlling stockholders.  Mr. Mundiya argued on behalf of a the special committee of independent directors in the landmark MFW decision. In re MFW Stockholder Litig., 88 A.3d 365 (2015).  In 2016, Tariq successfully persuaded New York’s highest court to adopt the same standard in another “going private” transaction for Kenneth Cole – it was the first case under New York law to apply the business judgment rule to a going-private transaction where the transaction was conditioned on the dual protections of a “majority of the minority” voting provision, and the transaction was approved by a committee of independent directors.  In re Kenneth Cole Shareholder and Derivative Litig., 27 N.Y.3d 268 (2016). 

Tariq continues to represent corporations, boards of directors, independent committees, investment funds, and private equity firms in complex securities and derivative actions.


The Honorable Joseph R. Slights III was sworn in as a Vice Chancellor of the Court of Chancery on March 28, 2016. Before his appointment, Vice Chancellor Slights was a partner in the Delaware law firm Morris James LLP where he practiced corporate and business litigation and chaired the firm's Alternative Dispute Resolution practice group. Before that, he served a twelve year term as a Judge on the Superior Court of Delaware where, among other assignments, he was instrumental in forming the Court's Complex Commercial Litigation Division. Prior to his appointment to the Superior Court, Vice Chancellor Slights worked as a litigator in the Delaware law firms Sidney Balick PA and Richards, Layton & Finger PA.

Vice Chancellor Slights received his J.D. from Washington & Lee University School of Law in 1988, and his B.S. in Political Science from James Madison University in 1985. He is a member of the American Law Institute, the American Bar Association and the Delaware Bar Association. He is a Fellow of the American Bar Foundation and past-President of the Richard S. Rodney Inn of Court.


The Honorable Tamika Montgomery-Reeves was sworn in as a Vice Chancellor of the Court of Chancery on November 25, 2015.  Before her appointment, Vice Chancellor Montgomery-Reeves was a partner in the Wilmington, Delaware office of Wilson Sonsini Goodrich & Rosati, focusing on corporate governance, navigation of corporate fiduciary duties, stockholder class action litigation, derivative litigation, and complex commercial litigation.  Before that, she practiced in the securities and corporate governance department of Weil, Gotshal & Manges LLP in New York.  Prior to joining Weil, Gotshal, Vice Chancellor Montgomery-Reeves served as a law clerk for Chancellor William B. Chandler III of the Delaware Court of Chancery.

Vice Chancellor Montgomery-Reeves received her law degree from the University of Georgia School of Law in 2006, and a B.A. from the University of Mississippi in 2003.  She received recognition for her pro bono contribution to the Prisoners’ Rights Project and has served as a member of the Court of Chancery Rules Committee and a sub-committee member to the Delaware Access to Justice Commission.


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.


David DeNunzio is a managing director and global head of the Mergers & Acquisitions (M&A) group in the Investment Banking and Capital Markets division of Wells Fargo Securities. He is based in New York and serves on the Investment Banking and Capital Markets Operating Committee.

David has more than 35 years of experience in all aspects of financial advisory services, including divestitures, buyer advisory services, mergers, recapitalizations, and takeover defense. He works with clients in a number of industries, including retail and consumer, energy, transportation, general industrials, and financial services.

Prior to joining Wells Fargo in 2016, David spent 27 years at Credit Suisse, where he held a number of senior leadership positions, including, most recently, global chairman of M&A.

David received his B.A. in economics, magna cum laude, from Princeton University and his M.B.A. from Harvard Business School.

David is a member of the advisory council of The Bendheim Center for Finance at Princeton University, a trustee of Deerfield Academy, and a past president of the board of trustees of The Greenwich Country Day School.


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. 


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)

 


Dan Schleifman is a Managing Director of Credit Suisse in the Investment Banking division, based in New York. He is a member of the Mergers and Acquisitions Group, leads the firm’s Special Committee Practice and is responsible for M&A relationships with companies across a range of industries. Additionally, Dan is Chairman of the Investment Banking Advisory Committee (Americas), which approves the bank's provision of formal valuation advice to clients. He is also a member of the Reputational Risk Committee. 

Dan's extensive experience covers all aspects of the M&A practice, across industries in both domestic and international contexts. In particular, he has advised clients in buy-side, sell-side, joint venture, and hostile transactions. 

Dan joined Credit Suisse in November 2000 when the bank merged with Donaldson, Lufkin and Jenrette (DLJ), where he was a Managing Director in DLJ's Mergers and Acquisition Group. He began his Wall Street career at Merrill Lynch. 

Dan received his B.B.A. (Accounting) from George Washington University and his M.B.A. from University of Pennsylvania's Wharton School.


Ted Yu is the Chief of the Office of Mergers and Acquisitions in the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC).  Previously, he was the Senior Advisor to SEC Chair Mary Jo White, Senior Special Counsel to the Director of the Division of Corporation Finance, and Senior Special Counsel in the Division’s Office of Chief Counsel.  In addition, Mr. Yu was in private practice in New York and Washington, D.C.  He received his law degree from The George Washington University Law School and his B.A. in history from Cornell University.


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).