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Acquiring or Selling the Privately Held Company 2013


Speaker(s): Ackneil M. Muldrow III, Audra D. Cohen, Catherine J. Dargan, David A. McManus, David W. Pollak, Dieter Schmitz, J. Mark Poerio, Judith L. Church, Kevin M. Schmidt, Marie L. Gibson, Marshall Heinberg, Michael S. Sackheim, Patrick F. Rice, Paul J. Shim
Recorded on: Jun. 6, 2013
PLI Program #: 43283

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

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

Mr. Muldrow draws upon over 20 years of legal experience when providing legal advice to clients in complex domestic and international transactions. Mr. Muldrow’s transactional experience includes mergers, acquisitions, divestitures, joint ventures and control and minority investments across a variety of industry sectors. Mr. Muldrow’s clients have included a wide range of corporations, private equity and hedge funds as well as sovereign and fundless sponsors.

In addition to his transactional matters, Mr. Muldrow 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.

Mr. Muldrow serves on the Firm’s Corporate Department Steering Committee and leads the New York office Diversity Committee.


Audra Cohen is co-Managing Partner of the Firm’s General Practice Group globally and serves as a co-head of the Firm’s Consumer & Retail and Power and Utility Groups. She has extensive experience representing clients on a broad range of merger and acquisition transactions, including public company mergers, private company transactions and spinoffs, and advising boards of directors on corporate governance and activism matters. As an active member of the Firm’s management and administration, Ms. Cohen also serves on the Firm’s Diversity Committee.

Selected clients include: Andeavor, AT&T, Avon Products, C&S Wholesale Grocers, Collective Brands, Connecticut Water Service, Diageo, Dynegy, Intercontinental Exchange, Kraft Foods Group, LSC Communications, NBTY, Panera Bread, Pepco, Quality Care Properties, Ron Shaich, RR Donnelley & Sons, Wachovia Corporation and ZF Friedrichshafen. 

Selected Recognitions

  • New York Super Lawyers – “Top Woman Attorney in New York” (2016-2018) and a leading lawyer for M&A (2006-2018)
  • The American Lawyer – co-leader of S&C team advising on 2016 “Deal of the Year” – Kraft merger with Heinz (2016)
  • Euromoney Legal Media Group Expert Guides, Women in Business Law – Leading Practitioner, Mergers & Acquisitions (2014)

Selected Publications and Speaking Engagements

  • “Public Company M&A Deals,” 37th Annual Federal Securities Institute, Miami, FL, February 2019 (Panelist)
  • “Deal Activism: How Dealmakers Can Prepare for and Respond to Activist Campaigns Against M&A Transactions,” PLI’s Preparing for Shareholder Activism: What You Need to be Doing Now 2018, New York, NY, November 2018 (Panelist)
  • “M&A Roundup: Today’s Deal Landscape,” PLI’s 49th Annual Institute on Securities Regulation, New York, NY, November 2017 (Panelist)
  • “Top Ten Regulatory Considerations for Executing Consumer and Retail Deals,” Bloomberg BNA (co-author) (October 2016)

Education

George Washington Law School, J.D. 1992
University of Washington, B.A. 1989


David W. Pollak has more than 30 years of experience as a corporate lawyer. He represents clients in public and private offerings of securities, including initial public offerings, and merger and acquisition transactions. David works closely with life sciences, financial services, technology, information services, and investment banking clients, and represents private equity firms. David serves as the firm’s Managing Partner of Operations, responsible for the firm’s financial performance, and is a member of the firm's Management Committee.

David served as leader of the firm’s business and finance practice for seven years, an elected member of the firm’s Compensation Committee for eight years, and an Advisory Board member for six years. He teaches a third-year course in negotiating skills in the context of M&A and securities transactions as an adjunct professor at New York University School of Law.

 

SELECTED REPRESENTATIONS

Represented Cambridge Global Payments in its sale, for approximately C$900 million, to Fleetcor.

Represented Mercury Payment Systems in its sale, for approximately $750 million, to Silver Lake Partners.

Represented Health Net, Inc. in its $6.8 billion cash and stock merger with Centene Corporation.

Represented Nash Finch Company in its $1.3 billion merger with Spartan Stores Inc.

Represented Electra Ltd. in its acquisition of Gilston Electrical and Hellman Electric.

Represented Anterios, Inc. in its sale to Allergan.

Represented Portware in its sale for $265 million to FactSet.

Represented BlackBerry in its acquisition of AtHoc, Inc.

Represented BlackBerry in its acquisition of WatchDox, Inc.

Represented BlackBerry in its acquisition of Movirtu Limited.

Represented Conifer Securities in its sale to The Carlyle Group.

Represented SpartanNash in its acquisition of Caito.

Represented SpotOn Transact in its acquisition of EmaginePOS Inc.

Represented FastPay in its acquisition of AnchorOps.

Represented Nash Finch Company in its asset acquisition of Bag 'N Save.

Represented BlackBerry in its sale of its subsidiary, Newbay Software Limited.

 

EDUCATION

University of Chicago Law School, J.D.

Princeton University, A.B., summa cum laude


Kevin Schmidt is a corporate partner in the Mergers & Acquisitions Group and is Co-Head of the firm's Private Equity Group. He has worked extensively on acquisitions, divestitures and joint ventures, including cross-border transactions for both private equity and corporate clients. Mr. Schmidt is recognized as a leading lawyer for mergers and acquisitions in the private equity sector by Chambers USA (2013), where sources say that he is “smart, efficient and thoughtful.” He is recommended by Chambers Global (2013) for private equity buyouts and The Legal 500 US (2013) for M&A mega-deals and private equity buyouts. He is also recognized as a leading M&A lawyer by IFLR1000 (2014) and was named a 2014 M&A client service “all-star” in a nationwide in house counsel survey published by BTI Consulting.

Mr. Schmidt has spoken at a variety of seminars regarding recurring M&A issues.  He is a contributing author of The Private Equity Primer: The Best of the Debevoise & Plimpton Private Equity Report and the Debevoise & Plimpton Private Equity Report.  He is also the author of “Defining the Terms," The Deal, "Big Game Hunting,” The Deal and “Navigating Conflicts on Boards of Portfolio Companies,” The Corporate Governance Advisor.  Mr. Schmidt is a regular contributor to programs at the Practicing Law Institute.

Mr. Schmidt joined Debevoise in 1994 and became a partner in 2002.  He received his J.D. with high honors from Rutgers School of Law in 1994, where he was Order of the Coif, and his B.A. summa cum laude from Jersey City State College in 1989.


Marie L. Gibson is a corporate partner in Skadden’s New York office, who concentrates primarily on mergers and acquisitions and general corporate matters. She has represented acquirers, targets and financial advisors in U.S. and international mergers and acquisitions, including public and private transactions as well as negotiated and contested acquisitions. Her experience includes proxy contests, corporate governance advice, work with distressed businesses and other general corporate matters. Although her practice is broad-based, she has extensive experience in the health care and energy industries. In 2011, Ms. Gibson was named “Woman Dealmaker of the Year” by The M&A Advisor.

Significant representations include:

  • Anheuser-Busch InBev in its $20.1 billion acquisition of the remaining stake of Grupo Modelo, S.A.B. de C.V. not previously owned by it;
  • DigitalGlobe, Inc., a provider of earth imagery and geospatial information solutions, in its $900 million merger with GeoEye, Inc., an information technology provider for the aerospace and defense industry;
  • Valeant Pharmaceuticals International, Inc. in multiple acquisitions and licensing agreements, including its pending $8.7 billion merger with Bausch & Lomb; its
  • $440 million acquisition of Obagi Medical Products; its $312 million acquisition of OraPharma from Water Street Healthcare Partners, LLC; its $425 million acquisition of Dermik, a developer of dermatological products, from sanofi-aventis; the
  • $345 million acquisition of Ortho Dermatologics from Janssen Pharmaceuticals, Inc., an affiliate of Johnson & Johnson; its acquisition of the North American rights to Elidel® and Xerese™ from Meda AB; and the $300 million acquisition of the U.S. and Canadian rights to Zovirax® from GlaxoSmithKline plc;
  • Mylan Laboratories Inc. in a variety of matters, including its pending $1.6 billion acquisition of the Agila injectables businesses from Indian pharmaceutical company, Strides Arcolab Limited; its acquisition of India-based Matrix Laboratories Ltd.; its attempted acquisition of King Pharmaceuticals; and its defense against an unsolicited offer by Carl Icahn to acquire Mylan and in a related proxy fight;
  • Castle Harlan, Inc., a private equity firm, in its acquisition of Securus Technologies, Inc. from H.I.G. Capital, LLC, as well as in its acquisition of IDQ Holdings, Inc. from Arsenal Capital Partners;
  • Carnegie Hall in a variety of corporate matters;
  • MDS Inc. in the $650 million sale of its analytical technologies business to Danaher Corporation;
  • Delphi Corporation in a variety of corporate matters relating to its Chapter 11 case, including the stalking horse bid that eventually led to its exit from bankruptcy;
  • Fairfield Greenwich Group in a variety of matters, including the transfer of its fund of funds business to Sciens Capital Management, LLC;
  • Anheuser-Busch Companies, Inc. in its $52 billion acquisition by InBev N.V. (Brazil-Belgium). This deal was named “U.S. M&A Deal of the Year” for 2008 at the Financial Times and merger market M&A Awards Americas (October 30, 2008);
  • Bentley Pharmaceuticals, Inc. in its $360 million sale to Teva Pharmaceutical Industries Limited and the related spin-off of CPEX Pharmaceuticals, Inc.; and
  • VISX, Incorporated in its successful proxy contests with Carl Icahn.

Ms. Gibson has represented numerous companies in the energy sector, including:

  • CMS Energy Corporation in the sale of its ownership interests in businesses in the Middle East, Africa and India to the Abu Dhabi National Energy Company; and the sale of its natural gas gathering and processing field services business to a Morgan Stanley Capital Partners portfolio company;
  • New England Electric Systems in its merger with National Grid Group plc and its acquisition of Eastern Utility Associates; and
  • National Grid in its acquisition of KeySpan Corporation.

Ms. Gibson actively is involved in Skadden’s training and summer associate programs. She earned a Certified Public Accountant license and practiced as an auditor at Price Waterhouse prior to attending law school.

Bar Admissions

New York

Education

J.D., Fordham University School of Law, 1996 (Order of the Coif)
M.B.A. and B.B.A., Pace University (combined degree program), 1991


Mark Poerio is senior counsel in the DC office of the Wagner Law Group. Throughout his 30+ years of private practice (most with Wall Street law firms), Mark has  worked almost exclusively with business executives, with his focus being on executive compensation and ERISA fiduciary matters, especially from a business, governance, tax, labor, finance, securities, and litigation perspective.  Mark is Chambers-ranked, recognized by SuperLawyers, and for over 10 years has taught executive compensation classes at Georgetown Law.  Mark recently completed his terms as President of the American College of Employee Benefits Counsel (ACEBC), and as an executive board member of the American Benefits Council. 

In addition to representing companies, executives (individually) and compensation committees, Mark also has extensive experience with changes in corporate control, employee stock ownership plans (aka ESOPs), and tax exempt organizations. For the latter, his practice ranges from general governance to executive compensation -- e.g. Code section 457(f) and 4958 tax planning and correction.

 

EDUCATION

Cornell Law School, J.D., 1984 (cum laude)

University of Virginia, B.A., 1980 (cum laude)

Mark's Teaching and Publications

Since 2007, Mark has taught courses at Georgetown Law – with one course being focused on executive compensation, business, and governance, another on ESOPs, and another on the intersection of benefit plans and employment-related agreements with restrictive covenants such as non-competes. Associated with these, he maintains www.executiveloyalty.org.

 

NOTABLE PUBLICATIONS  

"Too Much Employer Stock? Don't Ignore Diversification" (Law360, 7/12/2018).

"New Year, New Stock Plan" (Bloomberg BNA, 2/21/2018, Poerio)

"Hitting Workplace Harassers Where It Hurts" (National Law Journal, 12/29/2017, Poerio et al).

"Spin-off Transaction Playbook" (NYU Law Review, with Towers Watson, 2013).  

U.S. Executive Compensation Litigation: Cannons to the Right . . . and to the Left” (International Pension Lawyer,, April 2013)  

“What Private Equity Managers Need to Know to Limit Their ERISA Obligations for Portfolio Company Pension Plans” (Bloomberg BNA, Nov. 2012).  

Candor for Compensation Committees” (Corporate Board Member, 11/2011). 

Crossing the Pond in Search of Better Executive Compensation Practices” (Corporate Governance Advisor, 3/10/2011).  

Executive Pay and Loyalty: From Velvet Fist to Iron Glove” (Corporate Governance Advisor, 1/2010).  

"Long-term Incentives and Golden Handcuffs in China" (Poerio et al, ChinaFocus, 2008).  

"Say Hello to Smart Goodbyes" re ERISA-fying Severance Practices (National Law Journal, 2008, Poerio et al).  

"Executive Insecurity" (Bloomberg BNA, 2008, Poerio et al).

 

PROFESSIONAL AND COMMUNITY INVOLVEMENT

American Benefits Council – Executive Board Member (2015-2018)

American College of Employee Benefit Counsel – Board Member and Immediate Past President (formerly ACEBC's President, Vice-President and Treasurer).  

Georgetown Law School -- Adjunct Professor (2007-present)  

Maryland Association of Social Service Boards -- Past Vice-Chair and Head of Legislative Committee; Pro bono Counsel for federal tax matters since 2004.  

MASSB Foundation -- Founder and Trustee (raising over $1 million for social services involving child protection and family preservation).

 


Marshall Heinberg served until July 2012 as Head of Investment Banking at Oppenheimer & Co., Inc. and as a Senior Managing Director of the firm.  Mr. Heinberg began his investment banking career in the Corporate Finance Division of Oppenheimer, which was later acquired by the Canadian Imperial Bank of Commerce (CIBC) in 1997.  Over the course of his career, Mr. Heinberg has been responsible for various industry sectors including environmental, industrial growth, technology and telecommunications.  Mr. Heinberg has also been responsible for managing CIBC’s mergers and acquisitions, leveraged finance, financial sponsor and merchant banking activity in the United States.  His transaction experience includes a significant number of equity and debt financings as well as numerous merger and acquisition assignments. Mr. Heinberg has extensive experience working with both leading growth companies as well as financial sponsors.

 Mr. Heinberg was named Head of CIBC’s U.S. Investment Banking Department in 2001 and upon the acquisition of CIBC’s U.S. capital markets business by Oppenheimer in 2008, Mr. Heinberg was named head of the Investment Banking Department.  Mr. Heinberg has served as a member of CIBC’s and Oppenheimer’s US Management Committee, Deals Committee, Equity Transaction Committee, Financial Advisory Transaction Committee and Investment Committee.  Mr. Heinberg has been responsible for setting the strategic direction of the investment banking departments that he managed including all aspects of recruiting, retaining and determining compensation for personnel.

 Mr. Heinberg served as a member of the Board of Directors and the Audit Committee of National Financial Partners (NYSE: NFP), a leading provider of benefits, insurance and wealth management services.  He was selected to Chair NFP’s Special Committee of the Board to determine how to respond to acquisition interest expressed by certain private equity firms. The Special Committee engaged in a process resulting in NFP entering into a definitive agreement to be acquired by Madison Dearborn Partners for approximately $1.3 billion in July 2013.

Mr. Heinberg also serves on the Board of Directors of Universal Biosensors Ltd., an Australian public company specializing in the medical diagnostic field. He is a member of their Compensation Committee. In addition, Mr. Heinberg served on the Board of and the Audit Committee for, Image Entertainment, Inc., a public independent licensee and distributor of entertainment programming in North America until it’s acquisition by RLJ Entertainment in October 2012.

Mr. Heinberg has been a member of the NACD (National Association of Corporate Directors) and a frequent lecturer on a wide range of issues relating to mergers and acquisitions and trends in investment banking. .  He is a graduate of the Wharton School of the University of Pennsylvania where he earned a Bachelor of Science degree with Honors and holds a J.D. from Fordham Law School.  Prior to joining Oppenheimer, Mr. Heinberg practiced corporate law for approximately four years.


Paul Shim is a partner in the New York, NY office of Cleary Gottlieb Steen &  Hamilton LLP.  His practice focuses on public and private merger and acquisition transactions.

He also provides advice regarding governance matters and the fiduciary duties of officers and directors to corporations and their boards.

He repeatedly has been recognized by the business and legal press for his work on behalf of clients, including twice being named a “Dealmaker of the Year” by The American Lawyer.


Catherine Dargan is co-chair of Covington’s Mergers & Acquisitions practice and a member of the firm's Management Committee.  She has broad experience in mergers and acquisitions, both public and private, and strategic partnering arrangements.  In addition to structuring and negotiating transactions, she assists clients with corporate governance, compliance and other matters.  Ms. Dargan also regularly advises clients on a variety of commercial agreements relating to manufacturing, supply, and distribution of core products.  She represents clients in a variety of industries including life sciences, consumer products, technology, defense and government contracting, media, sports, and equipment and manufacturing.  Ms. Dargan has been recognized as a leading M&A lawyer by Chambers USA, Legal 500 US, National Law Journal, and LMG Life Sciences, and was recently named as "Best in Mergers & Acquisitions" by Euromoney Legal Media Group, Americas Women in Business Law Awards (2014).  Ms. Dargan earned her J.D., cum laude, from Harvard Law School in 1994 and A.B., with honors, from Stanford University in 1991.

REPRESENTATIVE MATTERS

  • AstraZeneca in its:
    • acquisition of Ardea Biosciences (NASDAQ: RDEA) for $1.26 billion;
    • 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; and
    • approximately $3.5 billion strategic diabetes alliance with Bristol-Myers Squibb in connection with BMS’s acquisition of Amylin Pharmaceuticals, including assistance in structuring agreements for the acquisition and operation of Amylin’s diabetes business by AZ and BMS.
  • MedImmune, AstraZeneca's biologic arm, in its acquisition of AlphaCore Pharma.
  • Salix Pharmaceuticals in its:
    • $2.6 billion acquisition of Santarus, Inc. (NASDAQ: SNTS); and
    • $300 million acquisition of Oceana Therapeutics, Inc.
  • Boehringer Ingelheim in its acquisition of certain animal health products divested in connection with the Pfizer-Wyeth merger.
  • Takeda in its acquisition of Intellikine, Inc. for $190 million upfront and up to $120 million in additional potential clinical development milestone payments.
  • Abbott Laboratories in its:
    • acquisition of Evalve, Inc., a medical device developer, by Abbott Vascular for up to $410 million; and
    • $3.7 billion acquisition of Kos Pharmaceuticals, Inc. (NASDAQ: KOSP).
  • Eli Lilly in its: 
    • acquisition of SGX Pharmaceuticals, Inc. (NASDAQ: SGXP), a San Diego-based biotechnology company; and
    • divestiture of its Tippecanoe manufacturing facility to Evonik Industries.


Mr. Schmitz’s practice principally involves advising US and foreign clients on acquisitions, divestitures, joint ventures, strategic alliances, and other business transactions. The transactions involve companies in a wide range of product and service sectors. Because of Mr. Schmitz’s international background and German fluency, many of these transactions are cross-border in nature – principally between the United States and Europe.

Practice focus

International mergers, acquisitions and strategic alliances

Representative clients, cases or matters

Mr. Schmitz’s selected transactional experience is as follows, the first seven of which represented the respective client’s “largest transaction ever:”

  • Ecolab Inc. - Merger between this NYSE company and Nalco Holding Company (NYSE) with operations in 150 countries ($8.3 billion).
  • Bemis Company, Inc. - Acquisition by this NYSE company of the Food Americas operations of Alcan Packaging, a business unit of Rio Tinto plc ($1.2 billion) and the follow-on divestiture ordered by the U.S. Department of Justice.
  • Prestige Brands Holdings, Inc. - Acquisition by this NYSE company of 17 over-the-counter healthcare brands from GlaxoSmithKline plc ($660 million
  • AgraQuest, Inc. – Sale by this US biotech company to Bayer CropScience, a member of the Bayer AG group ($500 million), selected by 2013 M&A Advisor Healthcare and Life Sciences "Deal of the Year" Award.
  • Gardner Denver, Inc. - Acquisition by this NYSE company of Thomas Industries Inc. (NYSE) with operations in over 20 countries ($734 million).
  • SwissairGroup AG - Acquisition by Gate Gourmet AG of Dobbs International Services, Inc. and Dobbs International (UK) Limited from Viad Corp. ($790 million).
  • Turtle Wax, Inc. - Acquisition by this US company of the European car care business of Sara Lee/DE N.V.
  • Starbucks Corporation - Acquisition by this NASDAQ company of a controlling interest in Beijing Mei Da Coffee Co. Ltd., the operator of 60 Starbucks retail stores in Beijing and Tianjin, People’s Republic of China.
  • Gardner Denver, Inc. - Acquisition of nash_elmo Holdings, LLC (formerly a division of Siemens AG) with operations in 20 countries ($224 million).
  • Brady Corporation - Sale by this NYSE company of Asian and European die- cast business ($192 million sales) to Boyd Corporation.
  • The Toro Company - Joint Venture between this NYSE company and another multi-national corporation for manufacturing in China.
  • SwissairGroup AG - Strategic Airline Catering and Services Partnership between this Swiss listed company and Delta Airlines using a newly-formed business-to-business procurement platform with i2 technology ($8 billion).
  • Innogenetics BV - Asset Sale and Worldwide Distribution Arrangement between this Belgian company and affiliates of Agfa and Bayer AG for HIV and HCV genotyping test kits.
  • SwissairGroup AG - Acquisition by SR Technics of the former B-1 bomber manufacturing facility from Boeing in Palmdale, California, to establish a maintenance, repair and overhaul facility, hailed by California Governor Davis as “the largest investment by a foreign company in California in a decade.”

Publications, presentations and articles

Mr. Schmitz’s publications have addressed various aspects of international business transactions. Some of the articles have focused on licensing and franchising in the European Community and have been published in The International Lawyer and The Business Lawyer. He is a co-author (in German) of a C.H. Beck multi-national publication on U.S. commercial law. He is the editor of Willkommen in Amerika, a Baker & McKenzie handbook (in both English and German) on doing business in the United States. Mr. Schmitz’s speeches have also covered many aspects of international business transactions, and have been sponsored by groups such as the American Bar Association, American Management Association, Association of Corporate Counsel, Berlin and Dresden Chambers of Commerce, The Economist General Counsel Roundtable, Federal Commissioner for Foreign Investment in Germany, Mergermarket, and Practising Law Institute. Mr. Schmitz has been included in numerous publications and articles with respect to his international practice and transactions including AmLawDaily, Australian Financial Review, Chicago Daily Law Bulletin, Law 360, LegalWeek and Thomson Reuters.

Professional affiliations

Mr. Schmitz is active in many international organizations. He is a member of the board of directors of the German American Chamber of Commerce of the Midwest, and serves as Vice-Chairman. Over the years, he has held various leadership positions for international issues with the Chicago Bar Association, the Chicago Council on Foreign Relations, and the Greater Chicago Chapter of the United Nations Association - USA. On the civic and charitable front, he is a long-standing member of the board of directors of the Juvenile Protective Association, a 100-year old social welfare agency founded by Jane Addams. He also launched and has chaired for over 10 years at Baker & McKenzie the Chicago office’s Breast Cancer Awareness Campaign, which has been  extended to all North American offices. The father of four children, he served on the St. Athanasius School Board, including two years as Chairman. Mr. Schmitz has been a mentor and financial sponsor for various African-American high school students through Link Unlimited. As an Eagle Scout, he has been an Assistant Scoutmaster of Troop 912 in Evanston, Illinois.

Awards and rankings

Mr. Schmitz has practiced international business law in the Chicago, Berlin and Frankfurt offices since 1984. Mr. Schmitz and his 25 years as an international attorney at Baker & McKenzie were profiled in the January 2009 issue of Chicago Lawyer. He was selected to the Thomson Reuters Partner Advisory Board in June 2011. Mr. Schmitz was granted by Francis Cardinal George on behalf of the Chicago Archdiocese the Christifideles Award in 2012. Various legal rating firms and directories have reviewed Mr. Schmitz and his M&A expertise as:

  • a “foreign expert” in both Germany and the United States for Corporate/M&A by Chambers Global 2012, 2013;
  • a “Leader in the Corporate/M&A: Overseas Counsel Field” by Chambers Global 2011;
  • an “expert” and “leader in the field” by The International Who’s Who of Merger & Acquisition Lawyers 2012; and
  • as “highly recommended” for M&A transactions by The Legal 500 (US 2010).

Education and admission

Education

  • DePaul University College of Law (LL.M. Taxation) (1990)
  • University of Munich (1985)
  • Northwestern University School of Law (J.D. cum laude) (1984)
  • University of Freiburg (1981)
  • University of Notre Dame (B.A. magna cum laude) (1980)
  • University of Innsbruck (1978)

Admission

  • Illinois ~ United States (1984)

 

 


David A. McManus is a partner in Morgan Lewis's Labor and Employment Practice and is the practice group leader for the Labor and Employment Practice in New York. Mr. McManus counsels and represents employers in a wide array of industries in labor and employment law matters, arising under federal, state, and local statutes, including Title VII, ADEA, ADA, FLSA, and the FMLA. He regularly represents employers in employment disputes litigated in federal and state courts, as well as various arbitral forums.

Mr. McManus is co-chair of the Labor and Employment Workforce Change Subpractice Group. He regularly counsels clients in a broad range of workforce change matters in the United States and internationally, including corporate restructuring, reductions in force, corporate transactions, and outsourcing. Mr. McManus also has experience representing employers in connection with labor and employment issues arising in the context of executive hirings and dismissals, leaves of absence, employment-related defamation, data privacy, trade secret and restrictive covenant enforcement actions, confidential workplace investigations, and other workplace related personnel issues. Mr. McManus regularly counsels and defends employers on whistleblower claims under both federal and state law. His experience also includes labor relations matters under the NLRA, including corporate campaigns, collective bargaining, grievance arbitrations, unfair labor practice charges, strikes, picketing, and union organizing campaigns.

From New York, Mr. McManus is part of our cross-practice Global Workforce team that provides integrated cross-border advice, counseling, and strategic planning across the spectrum of labor, employment, benefits, and immigration issues.

Mr. McManus is a contributing author to Getting the Deal Through — Labour and Employment, an annual series of deskbooks that provide international analysis in key areas of employment law and policy for corporate counsel, cross-border legal practitioners, and global team leaders. Mr. McManus has authored feature chapters in Getting the Deal Through — Labour and Employment 2012.

Mr. McManus is admitted to practice in New York and New Jersey

Practice Accolades

Labor & Employment

The American Lawyer Magazine's Litigation Department of the Year – Labor and Employment Law Finalist 2004, Winner 2006, Finalist 2008, Finalist 2010, and
Finalist 2012

Listed in the highest tier for National Labor and Employment Practice in Chambers USA 2012

Ranked in the top tier by The Legal 500 for Labor and Employment Litigation, ERISA Litigation, Labor-Management Relations, and Workplace and Employment Counseling (2012)

Ranked, National Tier 1: Employment Law – Management, Labor Law – Management, and Litigation – Labor & Employment by U.S. News and Best Lawyers (2011-2012)

Ranked #1 for "Most Prestigious" Labor and Employment Practice, Vault 2012 Associate Survey

Labor-Management Relations & Labor Disputes

Ranked, National Tier 1: Labor Law - Management, U.S. News and Best Lawyers (2010)

Private Investment Funds

Ranked, National Tier 1: Private Funds/Hedge Funds Law, U.S. News and Best Lawyers (2012)

Honors + Affiliations

Recipient, The M.H. Goldstein Memorial Award for Excellence in the Field of Labor Law

Education

University of Pennsylvania Law School, 1992, J.D.
University of Virginia, 1989, B.A.

Practice Areas

Labor & Employment
Workforce Change
Systemic Employment Litigation
Employment Counseling & Litigation
Labor-Management Relations & Labor Disputes
Noncompetition Agreements & Trade Secrets
Life Sciences
Private Investment Funds
International Labor and Employment
Privacy
Advertising, Consumer Protection, & Privacy

Bar Admissions

New York
New Jersey


Judith L. Church is a member of the firm’s Corporate Department and its Intellectual Property Practice Group. Ms. Church’s practice focuses on a wide range of corporate and intellectual property matters including the acquisition of intellectual property; licensing, financing and securitization of intellectual property; collaboration agreements; Internet-related development and affiliation agreements; e-commerce and new media joint ventures; trademark clearance, prosecution and maintenance; trade secret law; international protection of trademarks, patents and copyrights; computer law and copyright law. She has advised clients such as Alibaba.com, AT&T, B.R. Guest, Carlyle, Clayton, Dubilier & Rice, Faber-Castell, Global Atlantic Financial Group, Misys, Mitsui, the National Football League, Pernod Ricard, Prudential Financial, Tribune Company and Warner Music Group. She has significant experience across a broad range of industries, including the life sciences and healthcare industries where she has represented such clients as Actavis, Christopher & Dana Reeve Foundation, and Galderma. She has also regularly represented private equity firms, such as Kelso & Co. and North Castle Partners, in their investments in the life sciences sector.

Ms. Church is the author of “Conducting Intellectual Property Due Diligence In The Context Of An Acquisition,”  The Licensing Journal (January, 2015) and “Handling Intellectual Property Licenses in Mergers and Acquisitions, Financing Transactions, and Bankruptcy Proceedings,” The Licensing Journal (Aspen Publishers 2003). She speaks regularly on handling intellectual property issues in mergers and acquisitions and has written a number of articles on related topics as well as articles on the protection of cultural property under United States law.

Ms. Church joined Debevoise in 1992. She received a B.A. from Antioch College in 1975, an M.A. in Art from the University of New Mexico in 1979 and her J.D. with honors from Columbia University School of Law in 1992.


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).


Patrick Rice is a partner and member of the Corporate & Securities Group in Reed Smith's New York office and serves as Deputy Chair of the Private Equity Practice Group. His practice focuses on corporate and securities law, with an emphasis on the representation of clients in mergers and acquisitions, divestitures, corporate finance, and general corporate and securities law matters. Patrick has extensive experience representing buyers, sellers, private equity sponsors and financial advisers in a wide variety of transactions, including private acquisitions and divestitures, restructurings, spin-offs, and joint ventures and other strategic alliances. Patrick has also counseled issuers and investment banks in public securities offerings, and has advised clients in general corporate and securities matters, including securities law compliance, corporate governance issues, disclosure issues, stock repurchase programs, shareholder agreements, proxy contests, shareholder rights plans, and other corporate control matters.

Prior to joining Reed Smith, Patrick was a Vice President and Assistant General Counsel of Goldman Sachs & Co. and served as the General Counsel of the Goldman Sachs Infrastructure Fund and The Whitehall Real Estate Funds as well as a number of other private equity funds in the Goldman Sachs Merchant Bank. Prior to joining Goldman Sachs, Patrick was a senior attorney with Skadden, Arps in the Mergers & Acquisitions Department.

Experience
2008 Reed Smith
2006 Goldman Sachs
1997 Skadden, Arps, Slate, Meagher & Flom LLP

Legal Education
1997 J.D., Fordham University School of Law

Graduate Education
1992 M.B.A., Finance, George Mason University

Undergraduate Education
1987 B.S., United States Merchant Marine Academy, Marine Engineering

Professional Admissions / Qualifications

New York