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Hot Topics in Mergers & Acquisitions 2013

Author(s): Mark I. Greene, R. Scott Falk, Sarkis Jebejian
Practice Area: Corporate & Securities
Published: Sep 2013
ISBN: 9781402420719
PLI Item #: 42358
CHB Spine #: B2045


Mark I. Greene is a partner in Cravath’s Corporate Department and serves as the Leader of its International Practice and as Chair of the Firm’s Business Development Group. His practice focuses on mergers and acquisitions, corporate governance and securities matters, including advising on cross-border transactions, private equity deals, complex restructuring transactions, proxy fights, takeover defense, hedge fund activism and global securities offerings.

Mr. Greene has been repeatedly recognized as one of the country’s leading practitioners in the mergers and acquisitions area by, among others, Chambers USA: America’s Leading Lawyers for Business from 2007 through 2014; Chambers Global: The World’s Leading Lawyers for Business in 2011; The Legal 500 from 2011 through 2014; IFLR1000: The Guide to the World’s Leading Financial Law Firms in 2008, 2009, 2013 and 2014; and PLC Which Lawyer? He was recognized by The Legal 500 in 2008 and 2009 for his work in private equity buyouts. Mr. Greene was also named by Lawdragon’s 500 Leading Dealmakers in America in 2007 and by Lawdragon’s 500 Leading Lawyers in America in 2007 and 2009 through 2014. For the five-year period from 2006 to 2010, he was recognized as the second most valuable M&A lawyer in Germany by Welt am Sonntag. He was also ranked fifth in 2006 European M&A by Legal Week magazine.

Mr. Greene counts among his diverse client base Unilever, KPN, Novartis, Saint Gobain, Schneider Electric, The Linde Group, Amdocs, Mylan and Stanley Black & Decker. Notable transactions include representing: Central Garden & Pet Company in connection with a US$1.1 billion unsolicited offer from Harbinger Group Inc.; Mylan Inc. in its pending US$5.3 billion inversion acquisition of Abbott Laboratories’ non-U.S. developed markets specialty and branded generics business; Unilever in connection with numerous M&A transactions, including the US$2.15 billion sale of its North America pasta sauces business under the Ragú and Bertolli brands to Mizkan Group; Integrys Energy Group, Inc. in its pending US$9.1 billion acquisition by Wisconsin Energy Corporation; the special committee of the board of directors of CNH Global N.V. in connection with the merger of Fiat Industrial S.p.A. and CNH Global with and into CNH Industrial N.V.; The Linde Group in its US$4.6 billion acquisition of Lincare Holdings Inc.; Novartis AG in its US$5.5 billion sale of its Gerber business to Nestle S.A.; Schneider Electric S.A. in its US$6.1 billion acquisition of American Power Conversion Corporation; and The Stanley Works in its US$4.5 billion acquisition of The Black & Decker Corporation.

Mr. Greene serves on the Trustee Council of Cornell University and is an Adjunct Professor of Law at Cornell Law School, where he teaches a course on Mergers and Acquisitions. He is also a Trustee of the Randall’s Island Sports Foundation in New York City, serves on the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania, serves as President of the Board of Trustees of The Allen-Stevenson School in New York City and is a member of the Board of Trustees of The Nightingale-Bamford School in New York City. Mr. Greene is Contributing Editor of Getting the Deal Through: Securities Finance 2013, an overview of regulation in 23 jurisdictions worldwide. Additionally, he co-authored Corporate Law in Germany (2nd edition), an overview of the major principles of German corporate law, and the U.S. section of The Mergers and Acquisitions Review.

Mr. Greene received a B.A. from Cornell University in 1989 and a J.D. from the University of Pennsylvania in 1993. After a clerkship with Hon. Charles Legge of the U.S. District Court for the Northern District of California, he joined Cravath in 1994 and became a partner in 2001.

In Memoriam 
October 17, 1963 – May 17, 2019
Co-Chair, Hot Topics in Mergers and Acquisitions, 2006 – 2019    

Scott Falk was a partner in Kirkland’s Chicago office, focusing primarily on mergers and acquisitions and securities offerings for public company clients. In his almost 30 years at Kirkland, he served many Fortune 500 clients including Aon, Baxter, Boeing, Dow Chemical, John Deere, Molson Coors and Tenneco in M&A and corporate governance work. But beyond the work itself, Scott dedicated himself to the support and education of other M&A lawyers and played an active role internally in running the M&A Forums and Roundtables, and externally co-chairing, teaching classes and leading panels with the Practicing Law Institute, the Garrett Corporate and Securities Law Institute and the Securities Regulation Institute. 

Scott served as Chairman of the National Philanthropic Board of the American Red Cross in Washington, D.C., Chairman of the Board of the American Red Cross of Greater Chicago and Chairman of the Board of Directors of the Chicago Humanities Festival. He received numerous accolades over the years, having been listed in Chambers as a leading lawyer for over a decade, and was well-recognized among his partners as being one of Kirkland’s star public company M&A attorneys. 

Scott earned his J.D. cum laude from Harvard Law School in 1989 and his A.B. magna cum laude in Government from Harvard College in 1985.

We will miss his wisdom, collegiality and kindness.

Sarkis Jebejian is a corporate partner in Kirkland’s New York office and focuses his practice primarily on mergers and acquisitions, governance and shareholder activism. Sarkis’s clients include Accenture, Bain Capital, Infineon Technologies, Lazard, Moelis & Co., Nexstar Media, Spectrum Brands, Vista Equity Partners and WellCare Health Plans.

Sarkis has been repeatedly recognized as one of the country’s leading practitioners in mergers and acquisitions. From 2013 to 2018, Chambers USA recognized him as among the best lawyers in the country for Corporate/M&A and he was highlighted by clients for being “very responsive and thoughtful,” while Chambers Global mentioned he is “always offering a practical approach to solving problems, and has excellent domain experience.” He was chosen by Law360 as a 2017 MVP for being “at the forefront of some of the biggest transactions in the past year.” He was also recognized in the 2009-2010 and 2013-2018 editions of The Legal 500 U.S.

Sarkis is a member of the Board of Trustees and Secretary of Carnegie Hall, which is dedicated to presenting extraordinary music to the widest possible audience with performances, educational programs and the cultivation of new artists.

Representative Matters

  • Special Committee of the Board of Directors of Spectrum Brands in connection with the $10 billion merger of Spectrum Brands and HRG Group
  • WellCare Health Plans in its $2.5 billion acquisition of Meridian Health Plans
  • Equity One in its $15.6 billion stock-for-stock merger with Regency Centers Corporation, creating the preeminent shopping center REIT in the U.S.
  • Nexstar Broadcasting Group in connection with its $4.6 billion acquisition of Media General, ending a six-month public takeover battle during which Nexstar jumped Media General’s previously announced transaction with Meredith Corp.
  • Strayer Education in its $1.9 billion merger of equals with Capella Education Company, creating a national leader in education innovation
  • Accenture in fifteen transactions since 2013
  • Talen Energy in its evaluation and rejection of an unsolicited $11 per share proposal from 35% shareholder Riverstone Holdings in a process that resulted in the $5.2 billion sale of Talen at a substantially increased price of $14 per share
  • Vista Equity Partners in seven transactions since 2013