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Drafting and Negotiating Corporate Agreements 2020


Speaker(s): Ackneil M. Muldrow III, Alyssa A. Grikscheit, Jaren Janghorbani, Kristen V. Campana, Kyle Rabe, Michael Brueck, Michael S. Sackheim
Recorded on: Jan. 15, 2020
PLI Program #: 278616

Ackneil M. (Trey) Muldrow III, Partner in Charge of the New York office at Akin Gump Strauss Hauer & Feld LLP. He principally focuses his practice on merger and acquisition transactions and corporate governance counseling.

Trey draws on more than two decades of legal experience when sharing legal advice with clients in facilitating complex domestic and international commercial transactions. His transactional experience includes mergers and acquisitions, divestitures, joint ventures and control investments across a variety of industries. Trey’s client relationships include a broad range of corporations and financial sponsors, including investment funds, sovereign and fundless sponsors, as well as business development companies.

In addition to his transactional matters, Trey is frequently called upon to advise senior executives and boards of directors of private and exchange listed companies on sophisticated corporate governance matters as well as with respect to compliance with the federal securities laws. He is recognized as a leading lawyer advising on restructurings of private equity and other investment vehicles, and has led a number of high-profile and precedent-setting transactions.

Education: J.D., University of Virginia School of Law, 1995; A.B., Princeton University, 1992; Bar Admissions, New York.

Corporate • Mergers and Acquisitions • Corporate Governance • Private Equity • Special Situations


Alyssa A. Grikscheit has a diverse corporate practice that currently emphasizes complex transactions and alternative investment funds. Her experience also includes private equity and hedge funds, mergers and acquisitions, strategic alliances and restructurings. Alyssa is fluent in Spanish and French and has extensive experience in international transactions, particularly those involving Latin America and other emerging markets such as China and India. Alyssa represents domestic and foreign clients making cross-border investments. She also represents buyers and sellers, including private equity funds and their portfolio companies, in acquisitions, dispositions, strategic alliances, restructurings and financings, including transactions in regulated industries such as the healthcare, pharmaceutical, energy, telecommunications and defense industries. In addition, Alyssa represents sponsors of alternative investment funds in fund formation and other aspects of their operations. Such funds have included distressed debt, energy, infrastructure, real estate opportunity, agribusiness, fintech, microfinance and emerging market funds.

Alyssa is ranked in Chambers Global, Chambers USA and Chambers Latin America where “she is noted for her work in the M&A and private equity space and has longstanding experience dealing with cross-border transactions in Latin America.” Additionally, she has been recognized in IFLR1000 as a “Rising Star” for Investment Funds in the U.S. Alyssa was also recommended in Private Equity Funds in The Legal 500 US and in Capital Markets and Corporate M&A in The Legal 500 Latin America. Alyssa has also been recognized by Latinvex in “Latin America’s Top 100 Lawyers” and is featured as one of “Latin America’s Top 50 Female Lawyers: Corporate/M&A.”

Alyssa actively represents a nonprofit in establishing and capitalizing microfinance institutions in emerging markets on a pro bono basis. She served as co-chair of the Inter-American Committee of the New York State Bar Association’s International Section and is a Life Fellow of the American Bar Foundation.

Alyssa graduated cum laude from The University of Michigan Law School in 1994.  She received a Diploma in European Studies from the College of Europe in Bruges, Belgium in 1991 and an A.B. magna cum laude from Harvard College in 1990.


Kristen V. Campana represents a wide variety of direct and alternative lenders, particularly those involving private sources of capital, including private debt funds, hedge funds, specialty finance companies, business development companies, private equity investors, and issuers in domestic and cross-border financings across the capital structure in connection with acquisitions, leveraged buyouts, convertible debt, equity investments, letters of credit, and project financings.

Kristen has experience in bankruptcy reorganizations and liquidations, work-outs, and distressed debt purchases and sales, as well as second lien and mezzanine financings, and other subordinated debt financings. She represents debtors, debtor-in-possession lenders, pre-petition lenders, and unsecured creditors' committees, as well as other creditors in bankruptcy proceedings. She also advises clients on energy company and real estate restructurings, and provides general credit review analysis for lenders and potential debt purchasers.


Kyle Rabe represents clients in connection with mergers and acquisitions transactions, including public and private acquisitions and divestitures, minority investments, joint ventures, recapitalizations and private equity transactions.  He has represented a number of major life sciences companies in connection with buy-side and sell-side mergers and acquisitions transactions. He also represents clients in a variety of other industries, including energy, sports, industrials, communications and media.

Representative Matters:

  • Johnson & Johnson in various acquisitions and divestitures, including its acquisition of Olive Medical, acquisition of 3D printing technologies from Tissue Regeneration Systems, sale of Prodisc, and sale of RoC Skincare.
  • UCB in the sale of its specialty generics division to Lannett and, previously, the announced sale to Advent International and Avista Capital Partners, and its acquisition of midazolam nasal spray from Proximagen.
  • Allergan plc in its acquisition of Kythera Biopharmaceuticals.
  • Abbvie in its $5.8 billion acquisition of Stemcentrx.
  • AstraZeneca in its acquisition of Bristol-Myers Squibb's interests in the companies’ diabetes alliance for an initial consideration of $2.7 billion on completion and up to $1.4 billion in regulatory, launch and sales-related payments.
  • Salix Pharmaceuticals in its $2.6 billion acquisition of Santarus, Inc.
  • King Pharmaceuticals, Inc. in its $3.6 billion merger with Pfizer Inc.
  • National Hockey League in negotiating its twelve-year, C$5.2 billion agreement with Rogers Communications for national broadcast and multimedia rights to NHL games, including the Stanley Cup Playoffs and the Stanley Cup Final, in Canada.
  • SK Holdings in its acquisition of a significant minority interest in Eureka Midstream.
  • Leeds Equity Partners in its acquisition of BLR (Business and Legal Resources) and three portfolio companies owned by UCG, LLC (DecisionHealth LLC, Argosy Group LLC and Center for Communications Management Information LLC).
  • Charlesbank Capital Partners in its acquisition of Cedar Creek Lumber.
  • Aristocrat Leisure Limited in its $1.28 billion acquisition of Video Gaming Technologies.
  • P. Schoenfeld Asset Management LP (PSAM) in its successful proxy contest to require a renegotiation of the terms of the business combination between MetroPCS and T-Mobile.
  • SandRidge Energy Inc. in its response to a campaign by activist investor TPG-Axon to change control of the SandRidge board of directors.

 


Michael Brueck is a corporate partner in the New York office of Kirkland & Ellis LLP. His practice focuses on representing buyers, sellers and boards of directors in a wide range of mergers and acquisitions transactions. He also regularly advises public companies and their boards of directors in connection with corporate governance, securities and strategic matters, including takeover preparedness and shareholder activism defense. Some of Michael’s clients have included Advance Auto Parts, Avis Budget Group, Baxalta, Charter Communications, Danaher, Equity One, GLP, Ventas, Vitamin Shoppe and WellCare Health Plans.

Michael’s M&A practice has been recognized by The Legal 500 U.S. and he has been named one of the top 40 M&A lawyers under the age of 40 in the United States. He has been recognized as a “Notable Practitioner” by IFLR1000 for his M&A practice and designated as a “Rising Star” by Super Lawyers magazine.

Michael is a member of several Firmwide committees and a member of the International Bar Association. Michael received his J.D. from Columbia Law School and his B.S. from the University of Maryland.


A partner in the Litigation Department, Jaren Janghorbani is an experienced trial lawyer who focuses her practice on general commercial litigation with an emphasis on mergers & acquisitions litigation and large-scale torts, including environmental disputes. Jaren has tried multiple multi-billion-dollar cases, and has favorably settled many more.

EXPERIENCE

Representative matters include: 

  • Successfully defending Citigroup in New Jersey state court against claims arising out of the collapse of Parmalat, defeating claims worth more than $10 billion and achieving a $364 million counterclaim jury verdict for Citigroup— the largest defense verdict of the year and the largest defense side verdict in the history of New Jersey.
  • Representing ExxonMobil in an eight-month bench trial where the State of New Jersey sought a precedent-setting $9 billion in damages for environmental injuries, making it one of the largest environmental damage cases ever tried. The case settled for $225 million while awaiting verdict.
  • Representing medical device start-up Channel Medsystems, Inc. in a trial victory in Delaware in connection with a “material adverse change” litigation with Boston Scientific Corporation in which Boston Scientific unsuccessfully sought to terminate its $250 million acquisition of the company.
  • Representing the Special Committee of the Board of Directors of Pilgrim’s Pride Corporation in the successful defense of shareholder derivative litigation in Delaware.
  • Defending Merck in a class action and other related litigation related to Vioxx.
  • Litigating on behalf of Alere, Inc., a medical device and point-of-care testing company, in a closely watched multi-billion dollar mergers and acquisitions litigation. 
  • Representing JM Eagle, the world’s largest plastic pipe manufacturer, in federal False Claims Act litigation brought on behalf of dozens of state and local water districts asserting $1 billion in potential damages in connection with the sale of its PVC pipe. At the conclusion of the first damages trial on behalf of five exemplar water districts, a federal district judge limited the plaintiffs’ recovery claims from $58 million to, at most, $1.2 to $2.1 million and declared a mistrial when jurors were unable to agree that the plaintiffs suffered any damages stemming from an earlier liability finding against JM Eagle.
  • Providing ongoing counsel in connection with cases nationwide relating to consumer benzene exposure.

In addition, Jaren has advised companies and individuals facing a broad variety of commercial, criminal and regulatory matters. She has advised Advance Publications, Alere Inc., ILG Inc., the special committee of the board of directors of CBS Corp, and the special committee of the board of directors of Expedia Inc. in connection with M&A-related concerns.

Jaren also has extensive experience with dispositive motion and appellate practice, in various state and federal jurisdictions including the United States Supreme Court. She was a key member of the Paul, Weiss litigation team representing Edie Windsor, pro bono, through all of the stages in the successful challenge to the federal Defense of Marriage Act (DOMA) that resulted in a victory when the Supreme Court struck down DOMA as unconstitutional in United States v. Windsor. Jaren maintains an active pro bono practice, which includes the representation of an individual incarcerated on Alabama’s death row, among other criminal habeas petitions.

Jaren recently was recognized as a “Litigator of the Week” after a resounding trial win in Delaware on behalf of Channel Medsystems in Channel’s litigation to enforce a merger agreement. She has been recognized by Legal 500 as a Next Generation Lawyer in the General Commercial Disputes category and as a recommended practitioner in the M&A Litigation Defense category. In 2017, Jaren was recognized as a “Rising Star” by the New York Law Journal.

Jaren was a Hamilton Fellow and Kent Scholar at Columbia Law School, where she was also Essay and Review editor for the Columbia Law Review. Following her clerkships, she did a semester-long post-doctoral fellowship at Columbia Law School, focusing on federal jurisdiction and sentencing issues.

 


Michael Sackheim is senior counsel in the New York office of Sidley Austin LLP where he concentrates on derivatives regulatory, transactional and enforcement matters.  Michael is a past Chair of the New York City Bar Derivatives Regulation Committee, and he is the managing editor of Futures & Derivatives Law Report (Thomson Reuters, publ.).  Michael is also the co-editor of a new legal treatise, The Virtual Currency Regulation Review (November 2018, Law Business Research Ltd).