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Doing Deals 2001: Understanding the Nuts and Bolts of Transactional Practice

Author(s): Michael J. Egan, Richard E. Climan, David M. Silk
Practice Area: Banking, Corporate & Securities
Published: Feb 2001
PLI Item #: 3793
CHB Spine #: B1228

David M. Silk joined Wachtell, Lipton, Rosen & Katz in 1988 and became a partner in the corporate department in 1995. He represents public and private companies and private equity funds in a wide variety of industries. His practice focuses on hostile and negotiated merger and acquisition transactions, private equity transactions, corporate governance, proxy contests, restructurings, joint ventures and securities laws.

Mr. Silk's assignments include representation of Morgan Stanely in connection with its joint venture with Citigroup to form the Morgan Stanley Smith Barney brokerage; representation of the Apax, Apollo, Madison Dearborn and Permira private equity groups in connection with their acquisition of Intelsat; representation of The Home Depot in connection with the sale ofHD Supply; representation of Goldman Sachs in its acquisition of Kinder Morgan; representation of Intelsat in its acquisition of PanAmSat; representation of MoneyGram in connection with its recapitalization transaction involving an investor group led by TH Lee; representation of Morgan Stanley in connection with its acquisition of Transmontaigne and various other matters; and representation of Constellation Brands in connection with its acquisitions of Mondavi and incor. Mr. Silk represents Michael Jordan in connection with his acquisition of a majority interest in the Charlotte Bobcats.

Mr. Silk is a graduate of the University of Pennsylvania School of Law, where he was a member ofthe editorial board of the University of Pennsylvania Law Review and the Order of the Coif. He lectures frequently on transactional topics and has served as an adjunct faculty member at the University of Pennsylvania Law School, teaching a course on mergers and acquisitions. Mr. Silk is a member of the Board of Advisors of the Institute for Law and Economics.

Richard E. Climan is a partner in the Mergers & Acquisitions practice group in Weil's Silicon Valley office, where he focuses his practice on negotiating and advising clients on all types of acquisition transactions and related matters, including mergers, divestitures, tender offers, defensive strategies, going-private transactions, hostile takeovers, proxy contests, leveraged buy-outs and cross-border transactions. He has handled some of the most prominent acquisitions in the technology and life sciences sectors over the past decade.

Among the recent matters handled by Mr. Climan are:

  • Illumina's successful defense of Roche's $6.2 billion hostile takeover attempt
  • the sale of the Los Angeles Dodgers to a buyout group led by Guggenheim Partners and Magic Johnson for more than $2 billion
  • the purchase by Synopsys of Magma Design Automation for more than $500 million
  • the sale of Blackboard, Inc. to a private equity group led by Providence Equity Partners for more than $1.6 billion
  • Dell's acquisition of Compellent Technologies for approximately $1 billion
  • Gilead Sciences' acquisition of CV Therapeutics for approximately $1.4 billion

Mr. Climan has been an active member of the Committee on M&A, an international committee of the American Bar Association's Section of Business Law with more than 4,000 members, for more than 20 years, serving as Chair from 2002 to 2006 and currently as a member of the Committee's Executive Council. He is also co-chair of the ABA task force responsible for preparing and publishing the Dealmakers' Dictionary of M&A terminology and, in addition, Mr. Climan has been appointed to serve on the ABA Committee on Corporate Laws.

Mr. Climan is highly regarded in his field by leading directories and surveys, and was included in The National Law Journal's most recent list of the 100 most influential lawyers in America. In 2011, he was named one of the ten most highly regarded M&A lawyers in the world by the International Who's Who of Merger and Acquisition Lawyers, and Euromoney's Legal Media Group named him one of America's top 25 preeminent M&A practitioners. Also in 2011, Mr. Climan was one of ten "legal innovators" profiled by the Financial Times, and he was named one of the top 100 lawyers in California by the Daily Journal in 2010 and 2011. Mr. Climan is included in The Best Lawyers in America; the Chambers Global Guide to the World's Leading Lawyers; and The International Who's Who of Corporate Governance Lawyers.

Mr. Climan is a frequent speaker and lecturer on M&A-related topics. As a member of the adjunct faculty at UCLA School of Law, Mr. Climan has co-taught, with Chancellor Leo Strine of the Delaware Court of Chancery, a course entitled "Real World M&A." He is the Chair of the Corporate Counsel Center of Northwestern Law School's annual Securities Regulation Institute, and co-chairs the American Bar Association's annual National Institute on Negotiating Business Acquisitions.

Other programs on M&A issues that Mr. Climan has co-chaired include:

  • "The West Coast Technology M&A Forum" (presented in Northern California by Law Seminars International)
  • "The International Institute on Mergers & Acquisitions" (presented in Paris by the American Bar Association
  • "Technology Mergers & Acquisitions Institute" (presented in New York and Silicon Valley by Glasser LegalWorks')
  • "Doing Deals" (presented in San Francisco by the Practising Law Institute)

Mr. Climan's other past speaking engagements include: the Tulane Corporate Law Institute in New Orleans; the Institute on Corporate, Securities, and Related Aspects of Mergers and Acquisitions in New York City; the Corporate Counsel Institute in Chicago and San Francisco; the University of Texas Mergers and Acquisitions Institute in Dallas and Houston; the Asia M&A Forum in Hong Kong; and the University of Texas Technology Law Conference in Austin; and at M&A related presentations at Harvard, Columbia, Stanford and the University of Virginia Law Schools. Mr. Climan has lectured to the staff of the Securities and Exchange Commission on public company acquisitions, and has appeared as a commentator on CNBC's nationally broadcast "Squawk Box" program and on Bloomberg News.
In addition to his experience in the acquisitions arena, Mr. Climan has experience in corporate finance, securities, corporate governance, joint ventures and general corporate matters. He is a member of the Program Advisory Board of the Harvard Law School Forum on Corporate Governance and Financial Regulation and is also a member of the Fellows of the American Bar Foundation.

Bar Admissions
 California State

 Harvard University (A.B., cum laude, 1974); Harvard Law School (J.D., cum laude, 1977)