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Preparing for Shareholder Activism: What You Need to Be Doing Now 2018

 
Author(s): Edward J. Lee, Eric L. Schiele
Practice Area: Corporate & Securities
Published: Nov 2018
ISBN: 9781402432613
PLI Item #: 221541
CHB Spine #: B2449

Edward J. Lee is a partner at Wachtell, Lipton, Rosen & Katz. Ed’s practice focuses on both friendly and hostile mergers and acquisitions, corporate governance and complex capital markets transactions. Ed has significant experience in both cross-border and domestic transactions, as well as spin-offs and carve-outs, joint ventures, LBOs, and initial public and other securities offerings.  He also frequently advises companies and their boards of directors on takeover defense and shareholder activism situations.  He has advised a broad range of public and private clients across many industries, including aerospace, technology and digital, pharmaceutical, automotive, telecom, industrial, media and advertising, energy, private equity, and financial institutions.

Ed has also represented issuers in connection with many securities offerings and other capital raising transactions, totaling over $50 billion.

Ed received a B.S. from Cornell University and a J.D. cum laude from Harvard Law School.

In each of 2015-2018, Ed has been named a “Rising Star” by Expert Guides in the Corporate / M&A category. IFLR1000 has recognized Ed as an “Elite Dealmaker” and as “highly regarded” within the M&A practice.  Law360 has also recognized Ed as one of the country’s top M&A lawyers under 40.

Ed is actively involved in city and national civic and professional organizations.  He is a David Rockefeller Fellow, Class of 2017-2018, and a member of the Legal Advisory Group for the Partnership for New York City’s Innovation Council.  Ed is also currently a member of the Council of Korean Americans, Co-Chair of the Corporate Law Committee of the Asian American Bar Association of New York, and a member of the Board of Governors of the Korean American Lawyers Association of Greater New York. Ed serves on the Board of Directors of Cornell University’s College of Human Ecology Alumni Association.

Ed lives in Manhattan with his wife, son and daughter.


Eric Schiele is a corporate partner at Kirkland & Ellis LLP. His practice primarily encompasses public and private M&A and board advisory work, including hedge fund activism defense.

Eric is recognized repeatedly as a leading lawyer in M&A. He is ranked for his M&A work by Chambers USA from 2015 to 2018, highlighted by clients as “absolutely terrific” and “thorough, wise, always available and very results oriented.” Eric is also recognized by IFLR1000 from 2015 to 2018 and was named to Lawdragon’s list of the “500 Leading Lawyers in America” in 2016 and 2017. He is also recognized by The Legal 500 for his work in the media and entertainment industry in 2017 and 2018, M&A in 2018, telecom and broadcast industry in 2014 and 2017, technology industry in 2015 and skill in capital markets from 2011 to 2013.

Eric is a frequent speaker on M&A topics, including co-chairing PLI’s Hot Topics in Mergers and Acquisitions conferences from 2014 to 2018 and chairing its Shareholder Activism conference in 2016 and 2018.

Representative Matters

• Amcor Ltd. in its pending $6.8 billion acquisition of Bemis Co.
• Wynn Resorts in its engagement and settlement agreement with shareholder Elaine Wynn

Prior to joining Kirkland, Eric’s representative transactions included:

• Disney in its pending $66 billion acquisition of 21st Century Fox
• Time Warner on a number of M&A transactions, including its $109 billion sale to AT&T, the unsolicited proposal from 21st Century Fox to acquire Time Warner and its acquisition of 100% of truTV
• Honeywell in its $90 billion proposal to acquire United Technologies and its $300 million sale of Honeywell Technology Solutions to KBR
• Anheuser-Busch InBev in its $123 billion acquisition of SABMiller and the $12 billion sale of SABMiller’s U.S. and global Miller branded businesses to Molson Coors
• Northrop Grumman in its $9.2 billion acquisition of Orbital ATK
• The Strategic Review Committee of the Board of Directors of Yahoo! in the $4.48 billion acquisition of Yahoo!’s operating business by Verizon
• DreamWorks Animation in its $4.1 billion sale to Comcast