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Regulation S-K Amendments: Practical Advice for Reporting Companies

Speaker(s): Elina Tetelbaum, Erica E. Bonnett, John L.. Robinson, Sabastian V. Niles
Recorded on: Nov. 16, 2020
PLI Program #: 313491

Elina Tetelbaum is a Corporate Partner at Wachtell Lipton.

Ms. Tetelbaum has advised both public and private companies in a wide range of industries in connection with mergers and acquisitions and capital markets transactions. Ms. Tetelbaum has also advised with respect to proxy contests, takeover defense strategies and other corporate governance matters. Recent transactions include:

  • Allergan in its $83 billion acquisition by AbbVie
  • Regeneron Pharmaceuticals in the $11.6 billion secondary offering and repurchase of its stock held by Sanofi
  • PDC Energy in its successful response to a proxy fight led by Kimmeridge Energy Management and in its $1.7 billion acquisition of SRC Energy
  • Dorian LPG in its response to the $1.1 billion unsolicited proposal for all its outstanding common shares and associated proxy contest by BW LPG
  • Envision Healthcare in its $9.9 billion sale to KKR
  • Siris Capital Group in its $977 million share purchase of Intralinks
  • AbbVie in its $21 billion acquisition of Pharmacyclics
  • Forest Laboratories, Inc. in its $28 billion acquisition by Actavis plc.
  • Perrigo Company plc in its $2.85 billion sale of its rights in the royalty stream of Tysabri® to an affiliate of Royalty Pharma
  • Valeant Pharmaceuticals International in its $1.3 billion sale of its CeraVe, Ambi and Acne Free brands and related assets to L’Oréal USA
  • Expedia in the initial public offering of its subsidiary, trivago N.V.
  • Match.Com, Inc. in its $575 million purchase of Plentyoffish Media Inc.
  • Constellium N.V. in its $383 million initial public offering
  • Vulcan Materials Company in its response to the $4.7 billion unsolicited offer for all its outstanding common shares and associated proxy contest by Martin Marietta Materials, Inc.

Ms. Tetelbaum received an A.B. magna cum laude in Economics from Harvard University, as a John Harvard Scholar and was elected a member of Phi Beta Kappa. Ms. Tetelbaum completed a J.D. from Yale Law School, where she was a Paul & Daisy Soros Fellow and served as editor-in-chief of the Yale Journal on Regulation and editor of the Yale Law Journal. After law school, Ms. Tetelbaum served as a law clerk on the U.S. Court of Appeals for the Ninth Circuit.

Ms. Tetelbaum is a member of the board of directors of the Stuyvesant High School Alumni Association. Previously, she served as secretary to the Corporation Law Committee of the Association of the Bar of the City of New York.

Erica E. Bonnett is a partner in the Executive Compensation and Benefits Department at Wachtell, Lipton, Rosen & Katz.

Her practice focuses on the executive compensation and benefits aspects of mergers and acquisitions, spinoffs, divestitures, and other corporate transactions.  She also regularly advises companies on governance matters, securities laws, and compensation disclosure and assists companies and executives on executive employment agreements and other compensation arrangements.

Ms. Bonnett received a J.D. degree, summa cum laude, from New York Law School in 2010, where she was a member of the New York Law School Law Review and a recipient of the Trustees Prize for the Highest Cumulative Grade Point Average, and a B.A. degree, summa cum laude, from New York University in 2007.  Ms. Bonnett is a member of the Bar in New York.

John L. Robinson is a partner at Wachtell, Lipton, Rosen & Katz.  He focuses on mergers and acquisitions, corporate governance and general corporate and securities matters.  John’s practice includes cross-border and domestic acquisitions and divestitures, joint ventures, carve-outs and private equity transactions. He also advises companies on takeover defense and in responding to shareholder activism and proxy contests.

John received his A.B. in economics summa cum laude from Dartmouth College, where he was a Rufus Choate Scholar. He received his J.D. with distinction from Stanford Law School, where he was a senior editor of the Stanford Law Review.

Prior to law school, John worked as an associate consultant at the business strategy consulting firm L.E.K. Consulting LLP, in its Boston and Paris offices.

Sabastian V. Niles is a Partner at Wachtell, Lipton, Rosen & Katz where he focuses on rapid response shareholder and stakeholder activism and preparedness, takeover defense and corporate governance; risk oversight, including as to ESG, cybersecurity and crisis situations; U.S. and cross-border mergers, acquisitions, buyouts, investments, divestitures and strategic partnerships; and other corporate and securities law matters and special situations.

Sabastian advises worldwide and across industries, including technology, financial institutions, media, energy and natural resources, healthcare and pharmaceuticals, construction and manufacturing, real estate/REITs and consumer goods and retail.

He has counseled boards of directors and management teams on self-assessments, engagement with institutional investors and proxy advisory firms and navigating activist situations involving Barry Rosenstein/JANA Partners, Bill Ackman/Pershing Square, Carl Icahn, Daniel Loeb/Third Point, David Einhorn/Greenlight Capital, Glenn Welling/Engaged Capital, Jeff Smith/Starboard Value, Jeffrey Ubben/ValueAct, Jonathan Litt/Land & Buildings, Keith Meister/Corvex, Mick McGuire/Marcato, Nelson Peltz/Trian, Scott Ferguson/Sachem Head, Paul Singer/Elliott Management, Relational Investors and Tom Sandell/Sandell Asset Management, among many others.

In addition to serving as Consulting Editor for the New York Stock Exchange’s Corporate Governance Guide, Sabastian writes frequently on corporate law matters and has been a featured speaker at corporate strategy and investor forums.  His speaking engagements have addressed topics such as Shareholder Activism; The New Paradigm of Corporate Governance; Hostile Takeovers; Strategic Transactions and Governance; M&A Trends; Board-Shareholder Engagement; Confidentiality Agreements in M&A Transactions; Negotiating Strategic Alliances with U.S. Companies; Current Issues in Technology M&A; Corporate Governance: Ethics, Transparency and Accountability; and Developments in Cross-Border Deals.

Sabastian received his juris doctorate from Harvard Law School, where he co-founded the Harvard Association of Law and Business (and continues to serve on the Advisory Board) and won the U.S. National ABA Negotiation Championship representing the Harvard Program on Negotiation. He received B.S., B.A. and B.S. degrees in Finance, Economics and Decision & Information Sciences, respectively, from the University of Maryland, where he won two National Championships and four Regional Championships in intercollegiate mock trial.