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Mergers & Acquisitions 2018: Advanced Trends and Developments


Speaker(s): A. Thompson Bayliss, Benjamin Schaye, Blake Rohrbacher, Charles W. Cox, Christina Mohr, Daniel V. Schleifman, David M. Schwartzbaum, Eric Talley, Hon. Collins J. Seitz, Jr., Igor Kirman, James Q. Walker, James R. Griffin, Joel Friedlander, Joel I. Greenberg, John K. Hughes, Mark D. Gerstein, Melissa Sawyer, Muir Paterson, Patricia O. Vella, Richard De Rose, Stephen P. Lamb, Steven M. Haas, T. Brad Davey, Tariq Mundiya, Ted Yu, William D. Regner
Recorded on: Jan. 11, 2018
PLI Program #: 219129

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.


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


Eric Talley is the Isidor and Seville Sulzbacher Professor of Law. He is an expert in the intersection of corporate law, governance, and finance, and he teaches/researches in areas that include corporate law and finance, mergers and acquisitions, quantitative methods, machine learning, contract and commercial law, game theory, and economic analysis of law. In 2017, Talley was chosen by Columbia Law School's graduating class to receive the Willis L.M. Reese Prize for Excellence in Teaching.

Talley has held permanent or visiting appointments at the University of California at Berkeley, University of Southern California, Caltech, University of Chicago; Harvard University; Georgetown University, RAND Graduate School, and Stanford University. He has also taught short courses at the University of New South Wales; the University of Sydney; University of San Diego; Tel Aviv University, the Interdisciplinary Center; University of Zurich; University of Amsterdam; and University of Miami.

He is current Chair of the board of directors of the Society for Empirical Legal Studies (SELS) and was the SELS co-president in 2013–2014. He also serves on the board of directors of the American Law and Economics Association (ALEA). Talley is a frequent commentator in the national media, and he speaks regularly to corporate boards and regulators on issues pertaining to fiduciary duties, governance, and finance.

Talley holds a J.D. from Stanford University, where he was articles editor for the Stanford Law Review; a Ph.D. in economics from Stanford University; and B.A. degrees in economics and political science from the University of California, San Diego. He is a native of Los Alamos, N.M.


Igor Kirman is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz, where he focuses primarily on mergers and acquisitions, activism and takeover defense, corporate governance and general corporate matters. He has advised public and private companies, as well as private equity funds, in connection with mergers and acquisitions, divestitures, leveraged buyouts, joint ventures, cross-border deals, shareholder activism, takeover de-fenses and corporate governance matters.

Mr. Kirman is a frequent speaker at professional conferences, and has written articles in numerous professional publications on topics relating to mergers and acquisitions and corporate governance. He has been frequently recognized for achievement by professional organizations such as Chambers USA, New York Superlawyers, Who’s Who Legal and Best Lawyers in America.  He was twice named as Dealmaker of the Year by American Lawyer (2006 and 2015).

Mr. Kirman is the author of a book, "M&A and Private Equity Confidentiality Agreements" (Aspatore). He is the chair of the Practising Law Institute's annual "Doing Deals" program in New York and teaches a course on M&A as an adjunct at Columbia Law School.  He also serves on the Advisory Board of the Practical Law Company and on the Mergers & Acquisitions Advisory Board of Strafford Publications. 

Mr. Kirman received a B.A. in Ethics, Politics and Economics magna cum laude from Yale University in 1993. He completed his J.D. at Columbia Law School in 1996, where he was notes editor of the Columbia Law Review.  He is involved in a number of civic institutions, and serves as a member of the Advisory Board of the Mount Sinai School of Medicine and as a Trustee of the Trinity School.  He was born in Ukraine and speaks Russian.


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.


James Walker concentrates in government investigations and enforcement proceedings, complex commercial litigation, professional liability and legal ethics.  Mr. Walker represents companies and senior executives in investigations of potential violations of the securities laws, and law firms and lawyers in litigations and proceedings involving investigations of criminal, regulatory and/or professional misconduct claims.  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.  Mr. Walker frequently lecturers on legal ethics, internal investigations and corporate governance, and has published articles addressing on attorney-client privilege, professional ethics, and issues arising under the securities laws.  Mr. Walker also serves as General Counsel to Richards Kibbe & Orbe LLP.


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).


Mark D. Gerstein, a corporate partner and a past Global Chair of Latham & Watkins’ Mergers & Acquisitions Practice, advises clients on complex corporate transactions and corporate governance.

Mr. Gerstein regularly represents public and private companies, special committees of boards of directors, bidders, and financial advisors. Specifically, Mr. Gerstein helps clients navigate mergers and acquisitions – both negotiated and unsolicited – cross-border public company combinations, going-private and other conflict of interest transactions and shareholder activism.

Mr. Gerstein is widely recognized as a leading corporate lawyer. Clients describe him as a “superb negotiator with phenomenal commercial skills,” saying “his knowledge, skill and creativity contributes significantly to the success of the deal.” He also counsels boards of directors on a broad range of other matters, including takeover defense planning, strategic acquisitions and dispositions, including spin-offs and joint ventures, and corporate governance.

Mr. Gerstein is an adjunct faculty member of the Northwestern University School of Law, and currently serves on the Steering Committee of Northwestern University’s Ray Garrett Jr. Corporate and Securities Law Institute and on the Visiting Committee of the University of Chicago Law School.

Mr. Gerstein serves on the Ravinia Festival’s Board of Trustees, is a current member and past Chair of the Board of Directors of Youth Guidance, which serves at-risk children in Chicago Public Schools, and is a member of the Dean’s Advisory Committee at the School of Literature, Science, and Arts at the University of Michigan, as well as of The Visiting Committee at the University of Chicago Law School.


Melissa Sawyer is a partner in Sullivan & Cromwell LLP’s Mergers & Acquisitions Group and is co-head of the Firm’s Corporate Governance & Activism Practice. In addition to advising clients on public and private M&A transactions, joint ventures and strategic alliances, she also regularly advises clients on corporate governance, activism and takeover defense matters. Ms. Sawyer’s experience spans multiple industries, including consumer and retail, industrials, medtech and insurance.

Ms. Sawyer has been repeatedly recognized as a leading M&A adviser. She is ranked by Chambers USA in Corporate/M&A, where clients describe her as “an absolute superstar,” and was named a Client Service All-Star by BTI. She was also named to The Deal’s “Women in M&A: The Powerhouse 20” for shaping the industry with her novel approach to transactions and has been recognized as a Law360 MVP in Food & Beverage, one of Crain’s “Leading Women Lawyers in New York City” and was named “Dealmaker of the Week” by The American Lawyer. Additional accolades include receiving a Burton Award for Legal Achievement and being chosen as an Empire State Counsel Honoree by the New York State Bar Association.

Ms. Sawyer has recently advised: Apollo Education, AT&T, BBA Aviation, CONMED, CPPIB, CSM Bakery, Diageo, DS Smith, FXI, GameStop, OTPP, Sotheby’s and UnitedHealth.

Ms. Sawyer is currently a Lecturer in Law at Columbia Law School, a Fellow of the American Bar Foundation and a member of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association. Ms. Sawyer has participated in numerous panels for the Practising Law Institute and regularly writes for The M&A Lawyer, The Deal Pipeline and LexisNexis.

Recent Publications

  • “Carve-Out Transactions: Key Seller Considerations,” Practical Law (2019)
  • “How to prepare for 2019’s proxy season,” Corporate Secretary (2018)
  • “When An Activist Designee Joins Your Board,” Law360 (2018)
  • “Facing activists on ESG,” IR Magazine (2018)
  • “Just Getting Started: M&A in 2017 and What to Expect in 2018,” The M&A Lawyer (2018)
  • “Steps to Succession: Planning Techniques for Latin American Family Businesses,” STEP Journal (2017)
  • “Getting to the Head of the Table,” Directors & Boards (2017)

Education

University of Virginia Law School, J.D. 2000
Washington and Lee University, B.A. 1997


Richard De Rose is a Managing Director in the New York office of Houlihan Lokey Howard & Zukin, where his practice includes mergers & acquisitions and transactional opinions. With over 30 years of investment banking experience, Dr. De Rose has extensive expertise in successfully managing complex transactions across a broad spectrum of industries. Dr. De Rose sits on the Firm’s Fairness, Solvency and Technical Standards Committees.

Prior to joining Houlihan Lokey in 2003, Dr. De Rose served as managing director in the Mergers & Acquisitions Group of Bear Stearns. In that capacity, he advised clients in negotiated mergers and acquisitions, divestitures, leveraged buyouts, contested takeovers, and proxy fights – completing over 200M&A transactions. Dr. De Rose was also a managing director in the firm’s Financial Restructuring Group, advising debtors, senior lenders, bondholders and prospective acquirers of financially distressed companies. Dr. De Rose also held management responsibilities in the firm’s administration, maintaining oversight of investment banking legal and compliance matters, and serving as a member of Bear Stearns’ Valuation Committee.

Dr. De Rose began his career as a corporate attorney at Wachtell, Lipton, Rosen & Katz. His responsibilities there included providing counsel to clients in M&A transactions and public and private securities offerings, as well as advising banks and institutional investors in connection with debt financings and troubled loan workouts.

Dr. De Rose earned a B.A. in philosophy from the University of Pennsylvania, a Ph.D. in philosophy from Brown University and a J.D. from the New York University School of Law. He is the former Chairman of the Corporate Law Committee of the New York State Bar Association and a former member of the Executive Committee of the Business Law Section of the New York State Bar Association. He is a member of the Corporation Law Committee, a former member of the M&A Committee of the New York City Bar Association, and a member of the M&A Committee of the American Bar Association. Dr. De Rose is also a member of the American Bankruptcy Institute. Dr. De Rose has been qualified as an expert in valuation before the Delaware Chancery Court.


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 Collins J. Seitz, Jr. was sworn in as Justice of the Supreme Court of Delaware on April 14, 2015.  Prior to his appointment, Justice Seitz was a founding partner of Seitz Ross Aronstam & Moritz LLP, a boutique corporate advisory and litigation firm in Wilmington, Delaware representing clients in high profile corporate and trust disputes in the Delaware Court of Chancery.  Before founding Seitz Ross, Justice Seitz was a partner of Connolly Bove Lodge & Hutz LLP in Wilmington Delaware, where he litigated corporate and intellectual property disputes.

A member of the Delaware Bar since 1983, Justice Seitz served as a board member and chair of the Board of Bar Examiners, and a board member of the Board on Professional Responsibility.  Both federal and state courts often appointed Justice Seitz as a Master and Trustee to oversee complex corporate, commercial and intellectual property cases.  He is a Fellow of the American College of Trial Lawyers.

Justice Seitz received his undergraduate degree from the University of Delaware and his law degree from the Villanova University School of Law.


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.


A partner in the Corporate and Litigation Departments, Stephen Lamb focuses his practice on Delaware corporate law and governance issues arising in a variety of transactional and litigation contexts. 

EXPERIENCE

Judge Lamb joined Paul, Weiss in 2009 from the Delaware Court of Chancery, where he had served as Vice Chancellor since 1997. While on the Court of Chancery, Judge Lamb decided many important corporate and commercial law matters, including the multibillion-dollar Huntsman/Hexion merger agreement dispute, the fight over the governance of IAC/Interactive Inc. and many other significant cases. Over the course of his 12 years of service, Judge Lamb gained a national reputation as a knowledgeable, fair and efficient jurist. 

Judge Lamb advises Paul, Weiss clients on a full range of issues that arise in transactions, investigations and litigation. Judge Lamb counsels boards of directors, special committees and independent committees on numerous issues, including fiduciary duties and other Delaware law aspects of corporate management, focusing especially on mergers and acquisition matters. 

Some of Judge Lamb’s recent representations include:

  • The Special Committee of C&J Energy in connection with its go-shop process;
  • SIGA Technologies, Inc., in an appeal to the Delaware Supreme Court arising from a contract dispute with PharmAthene, Inc.;
  • Encana Corporation’s defense of shareholder litigation arising out of the acquisition of Athlon Energy Inc. by its indirect, wholly owned subsidiary in a transaction valued at approximately $7.1 billion;
  • Emdeon in its $3 billion sale to Blackstone;
  • Harbinger Capital Partners’ defense of shareholder litigation arising out of the sale of its controlling interest in Spectrum Brands, Inc. to Harbinger Group, Inc.; and
  • Viacom in a dispute over earn-out payments to selling stockholders of Harmonix Music Systems, developer of the “Guitar Hero” and “Rock Band” video games.

Judge Lamb continues to lecture and write on numerous corporate governance and Delaware law issues. He is recognized as a leading Delaware Chancery lawyer by Chambers USA and by Lawdragon as one of the 500 leading lawyers in the United States. He is a member of the American Law Institute and the Delaware State Bar Association. Judge Lamb is also a founding member of NYSE Euronext’s Commission on Corporate Governance.

Early in his career, Judge Lamb served as a Special Counsel in the Office of the General Counsel of the United States Securities and Exchange Commission.


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. Davey is a partner in the firm’s Corporate Group.  His practice focuses primarily on business, corporate and alternative entities litigation in the Delaware Court of Chancery.  He frequently advises directors, acquirers and financial advisors in connection with mergers and acquisition litigation.  In addition, Brad has substantial experience litigating and providing advice regarding various proceedings under the Delaware General Corporation Law, including appraisal, advancement and indemnification, books and records demands, and director election contests.  Brad has also assisted companies from a wide range of industries with special investigations of alleged improper conduct. 

Brad is a frequent speaker at a variety of corporate law seminars and symposia, including the Tulane Institute of Corporate Law and the University of Pennsylvania Institute of Law and Economics, as well as seminars sponsored by the Practicing Law Institute and the American Bar Association.


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. She is Co-Chair of the Subcommittee on Acquisitions of Public Companies of the M&A Committee and Co-Chair of the MBCA Implementation and Outreach Subcommittee of the Corporate Laws Committee. From 2011-2018, she also served as Co-Chair of the Joint Task Force on Governance Issues in Business Combinations. As part of her role as Task Force Co-Chair, she served as an editor of The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors.

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, and in 2019 was named to the Board of Trustees and Secretary.

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.


Ben Schaye is a Partner in the Firm’s Corporate Department, where his practice focuses on public and private mergers and acquisitions transactions, proxy contests and hostile takeover defenses, spin-offs and strategic alliances and joint ventures. He also advises boards on corporate governance matters, fiduciary duties and shareholder activism.

Selected transactions on which Ben has worked include:

  • Representation of The Blackstone Group in the spin-off of its financial and strategic advisory services, restructuring and reorganization of advisory services, and its Park Hill fund placement businesses and the combination of those businesses with PJT Partners, an independent financial advisory firm founded by Paul J. Taubman.
  • Representation of SunGard in its $9.1 billion sale to Fidelity National Information Services Inc., the world’s largest provider of banking and payments technology solutions and a global leader in consulting and outsourcing solutions.
  • Representation of PPL Corporation in the spin-off of Talen Energy and the merger of Talen with affiliated entities of Riverstone Holdings.
  • Representation of The Blackstone Group in its $5.4 billion acquisition of Gates Corporation, its $225 million acquisition of Accuvant, Inc. and its participation in a $575 million equity investment in JDA Software Group, Inc.
  • Representation of Silver Lake Partners in the sale of IPC Corp. to Centerbridge Partners.
  • Representation of Rockwood Holdings, Inc. in its $6.2 billion sale to Albemarle Corporation.
  • Representation of KKR & Co. in its $1 billion acquisition of National Vision, Inc.
Selected transactions on which Ben has worked prior to Simpson Thacher include:
  • Representation of AmerisourceBergen Corporation in its strategic relationship with Walgreens and Alliance Boots
  • Representation of IBM in its $440 million acquisition of DemandTec, Inc., its $1.7 billion acquisition of Netezza Corporation and its $480 million of Unica Corporation.
  • Representation of Johnson & Johnson in the sale of its animal health unit to Eli Lilly & Co.
  • Representation of Pentair Corporation in its approximately $10 billion “Reverse Morris Trust” transaction with Tyco International Ltd.’s flow control business.
  • Representation of Stanley Black & Decker, Inc. in its acquisition of Lista International’s  North American business.
  • Representation of Casey’s General Stores, Inc. in its successful defense against Alimentation Couche-Tard Inc.’s hostile takeover attempt.
Ben received his A.B. from Princeton University in 2002 and his J.D. from Northwestern University School of Law in 2007. He is admitted to practice in New York.


Christina Mohr is a Vice Chairman in Mergers and Acquisitions in Citi's Corporate and Investment Banking division and the Co-Chair of the firm’s Fairness Committee. In her 38-year career as an investment banker, Christina has covered a diverse range of industries and led numerous high profile merger transactions. Prior to joining a predecessor firm in 1997, Ms. Mohr was a general partner of Lazard Freres in New York, where she was the first female partner in Investment Banking. She earned an AB degree from Harvard University in 1978 and an MBA from Harvard Business School in 1982.


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.


Muir Paterson is a senior banker in Citi's M&A Group with global responsibility for Citi's activism defense franchise, and has served as lead financial advisor in over 100+ activism defenses.  Muir recently joined Citi, bringing with him nearly 15 years of defense experience.  He served previously as Managing Director and Chief Operating Officer in the activism defense practice at Goldman Sachs. Prior to Goldman, Muir was the Director of Corporate Governance at Wellington Management ($1trn asset management firm), as well as the co-founder and co-head of the Special Situations Group at Institutional Shareholder Services, providing research and recommendations on contested M&A and proxy fights.
 
Muir has a LLB (Hons) First Class from Edinburgh University and is a CFA charterholder.


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.