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M&A Litigation 2014


Speaker(s): A. Thompson Bayliss, Anne C. Foster, Gary A. Bornstein, Hon. Donald F. Parsons, Jr., Hon. Henry duPont Ridgely, James P. Smith III, Marcus E. Montejo, Pamela S. Tikellis, Peter E. Kazanoff, Stephen P. Lamb, Stuart J. Baskin, Theodore N. Mirvis, William M. Lafferty
Recorded on: Jun. 26, 2014
PLI Program #: 51686

Donald F. Parsons, Jr. is a Vice Chancellor of Delaware’s Court of Chancery.  Vice Chancellor Parsons regularly handles complex commercial litigation, including cases dealing with important issues affecting corporate governance under the Delaware General Corporation Law and various alternative entity statutes.   Before joining the Court of Chancery, he was a senior partner at the law firm of Morris, Nichols, Arsht & Tunnell LLP in Wilmington, Delaware, where he worked for 24 years.  While in private practice, Vice Chancellor Parsons specialized in intellectual property litigation, participated in numerous jury and nonjury patent and trade secret trials, and was recognized as a leader in his field. 

In 2009 and 2010, Vice Chancellor Parsons served as president of the American College of Business Court Judges, which consists of judges from commercial, business, and technology courts in over 25 states from all over the United States.  He also served as a business court representative to the Business Law Section of the American Bar Association.  In August 2010, Vice Chancellor Parsons was appointed an Advisor to the governing Council of the Business Law Section, and in August 2013, he began a four-year term as a member of the Council.  Vice Chancellor Parsons also is a Past President of the Delaware State Bar Association and helped create Delaware’s award-winning Combined Campaign for Justice to help provide legal services to those in need.


Gary A. Bornstein is a partner in Cravath’s Litigation Department.  His practice focuses on high-stakes commercial disputes, including antitrust, M&A and securities litigation.  In the past several years, Mr. Bornstein has represented buyers, sellers and lenders in contested M&A transactions, as well as corporations and directors in disputes with activist investors and other stockholders.  Mr. Bornstein also regularly represents clients in antitrust litigation and investigations.  In addition to litigation, Mr. Bornstein frequently provides antitrust, fiduciary duty and other transaction-related advice.

Representative recent matters include several high-profile M&A disputes, in both hostile and negotiated transactions, as well as litigation around competitive proxy contests; various cases defending directors and officers in fiduciary duty litigation; and antitrust litigation and investigations in the United States, Europe and Asia.  Mr. Bornstein also won a defense judgment for a major financial institution in an antitrust class action suit after a five-week bench trial in New York federal court, which was affirmed on appeal.  Other matters include securities litigation for various clients in federal and state courts across the country; multiple SEC investigations; and litigation, arbitration and other disputes arising out of complex contractual and joint venture arrangements.

Mr. Bornstein was named one of New York Law Journal’s Rising Stars in 2013.  In 2012, he was recognized by Law360 as one of five outstanding attorneys in the nation under 40 in the securities arena for his M&A litigation work.  The Legal 500 United States has also recommended Mr. Bornstein for M&A litigation since 2012, including naming him a Leading Lawyer in that area in 2013, 2017 and 2018.  In 2013 and 2016, he and his colleagues earned the Firm distinction as “Law Firm of the Year” in M&A litigation in the U.S. News & World Report-Best Lawyers survey of the best law firms in the United States.  Mr. Bornstein has been recognized by Benchmark Litigation every year since 2009 for his litigation work.  He was named a “National Star” in antitrust litigation and a “Local Litigation Star” in the New York area by the guide from 2015 through 2019.  He was also named to The Best Lawyers in America from 2015 through 2019 for antitrust litigation. 

Mr. Bornstein was born in Merrick, New York.  He received a B.A. in architecture from Yale University in 1994 and a J.D. from Harvard in 1997, where he was a Notes Editor of the Law Review and a winner of the Ames Moot Court Competition.  After graduation, Mr. Bornstein served a clerkship with Hon. Amalya L. Kearse of the U.S. Court of Appeals for the Second Circuit.  He joined Cravath as a summer associate in 1996, returned to join the legal staff in 1998 and became a partner in 2005.


Pamela S. Tikellis is a name partner and member of the Firm’s Executive Committee. Upon graduating from law school, Ms. Tikellis served as a law clerk in the nationally recognized Court of Chancery in Wilmington, Delaware. Before joining the Firm, Ms. Tikellis engaged in significant shareholder litigation practice. In 1987, she opened the Delaware office of the Firm, where she is a resident.

Ms. Tikellis served as Co-Lead Counsel in the class action challenging the $21 billion management-led buyout of Kinder Morgan, Inc., In re Kinder Morgan, Inc. Shareholders Litigation, Consol. C.A. No. 06-C-801 (Kan.). That action resulted in the creation of a $200 million settlement fund the largest common fund in a merger and acquisition settlement. She served as Lead Counsel in the class action challenging Roche Holding’s buyout of Genentech, Inc., In re Genentech, Inc. Shareholders Litigation, Civil Action No. 3911-VCS. The litigation was settled shortly after the Court of Chancery held a hearing on Plaintiffs’ motion for a preliminary injunction and prior to the closing of a transaction. The settlement provided for, among other things, the additional $4 billion in consideration paid to the minority shareholders in the transaction.

From 2011-2014, Ms. Tikellis served as Co-Lead Counsel in the Court of Chancery derivative litigation City of Roseville Employees Retirement System, et. al. v Lawrence J. Ellison, et. al., C.A. No. 6900-CS.  This action arose out of Oracle Corporations acquisition of Pillar Data Systems, Inc.  and alleged that the acquisition of Pillar was unfair to Oracle to Ellison’s benefit. The Court approved the settlement of this case in August, 2014, resulting in Mr. Ellison’s agreeing to return 95% of the amount Oracle pays for Pillar back to Oracle. The settlement created a benefit for Oracle and its shareholders valued at $440 million and is one of the larger derivative settlements in the history of the Court of Chancery.

From 2012-2015, Ms. Tikellis served as Co-Lead Counsel in In re Freeport-McMoran Copper & Gold Inc, C.A. No. 8145-VN, a derivative action arising out of Freeport-McMoran Copper & Gold Inc.’s agreement to acquire Plains Exploration Production Co. and McMoran Exploration Production Co.  The Court approved the settlement of this case in April, 2015, resulting in a dividend to be paid to Freeport stockholders, a credit redeemable by Freeport for financial advisory assignments, and other corporate governance enhancements.  The settlement created a benefit for Freeport and its shareholders valued at nearly $154 million and is one of the largest stockholder derivative settlements and also believed to be the first to ensure the benefits of such a settlement flow to stockholders in the form of a cash dividend.

Named repeatedly in Chambers and Partners as a Leading Individual, Ms. Tikellis is “very experienced and very hard-working” and a “very effective litigator.” “She has significant expertise in securities fraud, antitrust and other complex litigation.”


The Honorable Henry duPont Ridgely was appointed a Justice of the Supreme Court of Delaware on July 22, 2004. From 1984 until his appointment as a Justice, he served as a general jurisdiction trial judge on the Superior Court of Delaware. From 1990 until 2004, he was the President Judge of the Superior Court of Delaware. 

Justice Ridgely is a Member of the American Law Institute, a Fellow of the National Conference of State Trial Judges, a Life Fellow of the American Bar Foundation, a Member of the American Bar Association’s House of Delegates, a Member of the Executive Committee of the Appellate Judges Conference of the Judicial Division of the American Bar Association, a Judicial Advisor to the Business law Section of the American Bar Association, a Member of the American Inns of Court Leadership Council, and a Member of the National Advisory Council of the American Judicature Society.  In addition to his judicial activities, he is an Adjunct Professor of Law at George Washington University Law School and serves on the Advisory Board of the George Washington University Law School’s Center for Law, Economics and Finance.  

Justice Ridgely received his B.S. in Business Administration from Syracuse University in 1971, his J.D. from The Catholic University of America Columbus School of Law in 1973, and his LL.M. in Corporation Law from George Washington University Law School in 1974.  


Theodore N.  Mirvis is a Partner in the Litigation Department at Wachtell, Lipton, Rosen & Katz.  Mr. Mirvis has been with the firm for over 40 years, and, during that time, has litigated landmark cases regarding corporate law, corporate governance, and mergers and acquisitions. He has written extensively on these same topics.  He is a regular lecturer at the Harvard Business School and the Harvard Law School, and teaches occasional classes at Columbia Law School, NYU Law School, the University of Pennsylvania Law School and the Law School of the Hebrew University in Jerusalem.

Mr. Mirvis received a B.A., summa cum laude, from Yeshiva University in 1973 and received a J.D., magna cum laude, from the Harvard Law School in 1976. At the Law School, he served as Case Officer and as a member of the Editorial Board of The Harvard Law Review. Upon graduation, Mr. Mirvis was a law clerk to the Honorable Henry J. Friendly of the United States Court of Appeals for the Second Circuit. He is a member of the American Law Institute, the Planning Committee of the Tulane Corporate Law Institute, and the Advisory Board of the Harvard Law School Program on Corporate Governance and Financial Regulation.

Mr. Mirvis previously served as chair of the Lawyers Division of UJA-Federation of New York. He has been a trustee of Freedom House, and currently serves on the boards of the Jerusalem Foundation, New York Legal Assistance Group (NYLAG), and the Yeshiva University Museum.


William M. Lafferty is a partner in the Wilmington, Delaware law firm of Morris, Nichols, Arsht & Tunnell LLP.  He practices corporate and complex commercial litigation, with an emphasis on cases involving mergers and acquisitions, proxy contests, and shareholder class and derivative actions.  Bill also advises corporate clients and boards of directors with respect to litigation and transactional matters, including representing special negotiating committees, special litigation committees, and demand review committees.  Bill has acted as lead or co-lead counsel in numerous significant litigations involving Delaware corporate law issues during the past 25 years, including for many Fortune 500 companies, private equity/venture capital firms, and investment banks.

Bill currently serves as Chair of the Court of Chancery Rules Committee, and previously served as a Special Master.  Bill also serves on the Supreme Court Rules Committee, previously served two terms on the Delaware Board of Bar Examiners, and chaired the Delaware Commission on Continuing Legal Education.  Bill is a Fellow to the American College of Trial Lawyers and serves as member of the Advisory Boards for the John L. Weinberg Center for Corporate Governance at the University of Delaware, and the NYU Institute for Corporate Governance and Finance.  He is a frequent author and a regular presenter before business and professional audiences on Delaware corporate law, and has been a guest instructor at M&A law classes at Harvard Law School, University of Pennsylvania, Cal-Berkeley, Stanford University, New York University, Columbia University, Penn State Dickinson School of Law, Hofstra University and Delaware Law School.

Bill has been recognized as a leading Delaware litigator by a number of publications, including LawDragon’s 500 Leading Lawyers in America, Benchmark Litigation, Chambers USA, and Super Lawyers – Delaware, U.S. News & World Report/Best Lawyers.  Bill received a B.S. from the University of Delaware in 1985 and a J.D. from The Dickinson School of Law in 1989.  He served as a law clerk to The Honorable Maurice A. Hartnett, III of the Delaware Court of Chancery (1989-90).


A partner in the Corporate and Litigation Departments, Stephen Lamb focuses his practice on Delaware corporate law and governance issues arising in a variety of transactional and litigation contexts. 

EXPERIENCE

Judge Lamb joined Paul, Weiss in 2009 from the Delaware Court of Chancery, where he had served as Vice Chancellor since 1997. While on the Court of Chancery, Judge Lamb decided many important corporate and commercial law matters, including the multibillion-dollar Huntsman/Hexion merger agreement dispute, the fight over the governance of IAC/Interactive Inc. and many other significant cases. Over the course of his 12 years of service, Judge Lamb gained a national reputation as a knowledgeable, fair and efficient jurist. 

Judge Lamb advises Paul, Weiss clients on a full range of issues that arise in transactions, investigations and litigation. Judge Lamb counsels boards of directors, special committees and independent committees on numerous issues, including fiduciary duties and other Delaware law aspects of corporate management, focusing especially on mergers and acquisition matters. 

Some of Judge Lamb’s recent representations include:

  • The Special Committee of C&J Energy in connection with its go-shop process;
  • SIGA Technologies, Inc., in an appeal to the Delaware Supreme Court arising from a contract dispute with PharmAthene, Inc.;
  • Encana Corporation’s defense of shareholder litigation arising out of the acquisition of Athlon Energy Inc. by its indirect, wholly owned subsidiary in a transaction valued at approximately $7.1 billion;
  • Emdeon in its $3 billion sale to Blackstone;
  • Harbinger Capital Partners’ defense of shareholder litigation arising out of the sale of its controlling interest in Spectrum Brands, Inc. to Harbinger Group, Inc.; and
  • Viacom in a dispute over earn-out payments to selling stockholders of Harmonix Music Systems, developer of the “Guitar Hero” and “Rock Band” video games.

Judge Lamb continues to lecture and write on numerous corporate governance and Delaware law issues. He is recognized as a leading Delaware Chancery lawyer by Chambers USA and by Lawdragon as one of the 500 leading lawyers in the United States. He is a member of the American Law Institute and the Delaware State Bar Association. Judge Lamb is also a founding member of NYSE Euronext’s Commission on Corporate Governance.

Early in his career, Judge Lamb served as a Special Counsel in the Office of the General Counsel of the United States Securities and Exchange Commission.


Marcus is the Managing Director of Prickett, Jones & Elliott, P.A. Marcus practices primarily in the Delaware Court of Chancery representing clients involved in disputes with investors, directors, executives or corporations. Marcus is experienced in advising boards of directors, special committees and controlling stockholders in connection with corporate transactions, particularly those involving conflicts of interest. Marcus also specializes in business valuation litigation, including statutory and quasi-appraisal actions, and in advising activist stockholders.

Marcus received his Bachelors in Science from the University of South Carolina, and his Juris Doctor, magna cum laude, from the Delaware Law School at Widener University. While at Widener, Marcus was a Managing Editor for The Delaware Journal of Corporate Law, and also a Wolcott Fellow for the Honorable Myron T. Steele, former Chief Justice of the Delaware Supreme Court.

Before law school, Marcus worked as a management consultant for PricewaterhouseCoopers, and then as a business analyst for a Fortune 500 Company, where he specialized in financial reporting and Sarbanes-Oxley compliance. Marcus also served in the United States Marine Corps.


Mr. Baskin has extensive experience in securities litigation, mergers and acquisitions litigation, criminal defense, and bank regulatory and antitrust matters.  He joined the firm as a partner in 1989,serving as head of the litigation department from 2003 to 2008.  From 1978 to 1982, he was an Assistant U.S. Attorney in the Southern District of New York and was awarded the John Marshall Award for Best Justice Department Trial Lawyer for 1982.  Mr. Baskin served as the Special Assistant to Director, Office for Civil Rights, Department of Health, Education and Welfare in Washington, D.C., from 1977 to 1978. He was also a Law Clerk to Justice William J. Brennan, Jr. of the U.S. Supreme Court from 1976 to 1977 and to Judge Walter R. Mansfield of the U.S. Court of Appeals, Second Circuit, from 1975 to 1976.  Mr. Baskin is a fellow of the American College of Trial Lawyers and has been an Adjunct Professor of Trial Advocacy at New York University School of Law.  Mr. Baskin is recognized as a leading attorney in the areas of commercial and securities litigation by Chambers USA, The Legal 500, New York Super Lawyers and Best Lawyers in America.  Mr. Baskin serves as a member of the board of directors of the Legal Aid Society.


Mr. Bayliss is a partner at Abrams & Bayliss LLP, a corporate and business law boutique based in Wilmington, Delaware that focuses on (a) high stakes litigation involving Delaware corporations and other business entities and (b) transactional matters carrying a significant risk of litigation or involving novel or complex issues of Delaware law.  Mr. Bayliss represents a broad array of clients, including national and international corporations, stockholders, directors, equity investors and executives, in both defensive and offensive roles (including contingent fee litigation). 

Mr. Bayliss’s current representations include serving as counsel for affiliates of Elliott Management Corporation and Magnetar Capital LLC in their challenge to Lions Gate Entertainment Corporation’s $4.4 billion acquisition of Starz.  He is also serving as successor counsel to Immunomedics, Inc. in multiple litigations arising out of its proposed transaction with Seattle Genetics, Inc. and the proxy contest launched by venBio Select Advisor LLC.

This summer, Mr. Bayliss represented Starboard Value and Opportunity Master Fund Ltd. in expedited litigation in the Delaware Court of Chancery against comScore, Inc. and Engaged Capital Flagship Master Fund, LP in expedited litigation against Rent-A-Center, Inc.  Last year, Mr. Bayliss served as Delaware counsel to Sumner Redstone in connection with multiple disputes in the Court of Chancery involving his controlling stake in Viacom, Inc.

Mr. Bayliss’s accomplishments as counsel for defendants include successfully arguing before the Delaware Court of Chancery and the Delaware Supreme Court for dismissal of a consolidated class action challenging Valeant Corporation’s $15.8 billion acquisition of Salix Pharmaceuticals, Inc.  Mr. Bayliss also served as lead trial counsel in both Merlin Partners, LP v. AutoInfo, Inc., C.A. No. 8509-VCN (Del. Ch. April 30, 2015) and LongPath Capital v. Ramtron International Corp., C.A. No. 8094-VCP (Del. Ch. June 30, 2015), two key cases that helped establish the importance of merger price in Delaware appraisal litigation.  Mr. Bayliss’s accomplishments as counsel for plaintiffs include seeking and obtaining an order blocking a $230 million recapitalization transaction in Kalisman v. Friedman, C.A. No. 8447-VCL (Del. Ch. 2013).  

Mr. Bayliss received his B.A. from Yale University and his J.D. from the University of Virginia School of Law, where he served as a managing editor of the Virginia Tax Review and received the Kingdon Prize for winning the William Minor Lile Moot Court Competition.  Mr. Bayliss has been selected for inclusion in Chambers USA as a leading litigator in the Delaware Court of Chancery and recognized as a “Rising Star” in Delaware by Super Lawyers

Before joining Abrams & Bayliss LLP, Mr. Bayliss worked for Skadden, Arps, Slate, Meagher & Flom LLP in Wilmington, Delaware. 


ANNE C. FOSTER has over thirty years of experience representing clients in corporate and commercial litigation matters, including the representation of corporations, members of boards of directors, and substantial stockholders in litigation concerning mergers and acquisitions, corporate governance, and fiduciary duties. She also advises clients regarding indemnification and advancement issues and other matters relating to the General Corporation Law of the State of Delaware. Anne has also represented numerous clients in special committee matters, including investigations in response to stockholder demands and regarding compliance issues.

Anne is a member of the American Law Institute, and has served as a panelist and board member of the Weinberg Center on Corporate Governance at the University of Delaware.  A frequent speaker on issues relating to corporate litigation and ethics, she has co-taught classes at Columbia Law School and the University of Pennsylvania Law School.  Anne is a certified mediator with the Delaware Superior Court.


James Smith III
PARTNER
Chair, Securities Litigation Practice
Winston & Strawn LLP

James P. Smith III is a partner in Winston & Strawn’s New York office and chairs the firm’s Securities Litigation practice. His practice areas comprise a broad range of complex commercial litigation, with a focus on M&A-related litigation and contests for corporate control, federal securities fraud class action defense, corporate governance litigation and advice, the defense of shareholder derivative suits, and state deceptive sales practices/consumer fraud class action defense.

Mr. Smith is a first-chair trial lawyer and has tried numerous cases (including in the Delaware Court of Chancery) and argued notable appeals before various state and federal appellate courts. He has represented clients in a variety of industries, including technology/ecommerce, commercial and investment banking, private equity, hedge funds, derivatives and securitization, insurance, energy, oil and gas, health care, biotech, semiconductors, and telecommunications.

HONORS & AWARDS

Mr. Smith is listed in the Law & Politics Magazine as a “Super Lawyer” in the 2010 National “Corporate Counsel Edition” publication. He is also listed as a “New York Super Lawyer” in the Law & Politics Magazine’s Securities Litigation and Litigation editions.

PUBLICATIONS

Speeches:

Mr. Smith has appeared on “InsideTrack,” Bloomberg Television’s morning market coverage, providing insight on securities fraud, fiduciary duty, and corporate governance issues, and has been interviewed on related matters by Dow Jones and other financial media outlets.

Additional speeches, programs, and appearances include: 

  • 41st Annual Northwestern Law Securities Regulation Institute, "Civil Litigation" (panel with former Chief Justice Myron Steele of the Delaware Supreme Court) (Jan. 29, 2014)
  • Boston Bar Association First Annual Mergers & Acquisitions Conference, "The Evolving Standards of Judicial Review for M&A Transactions and Recent Developments in M&A Litigation" (Nov. 13, 2013)
  • ABA Business Law Section 2013 Spring Meeting, Mergers & Acquisitions Committee, “What Deal Lawyers Need to Know About M&A Litigation” (panel with Hon. Myron Steele, Chief Justice, Delaware Supreme Court) (April 2013)
  • ABA Business Law Section 2013 Spring Meeting, Financial Advisor Task Force, Mock Investment Banker Engagement Letter Negotiation (April 2013)
  • 40th Annual Northwestern Law Securities Regulation Institute, “Federal and State Judicial Developments and Private Securities Litigation” (panel chaired by Chief Justice Myron Steele of the Delaware Supreme Court) (Coronado, CA, Jan. 2013)
  • “Securities Litigation in 2012 and Beyond: New Targets, New Solutions,” panel presentation for the Association of Corporate Counsel – Southern California Chapter (Nov. 13, 2012)
  • Financial Sector in Distress: “Workout Strategies, Bankruptcy, Receiverships and Acquisitions” (Feb. 18, 2009)
  • PLI Securities Litigation and Enforcement Institute 2009, “Corporate Governance Litigation,” (panel with former Vice Chancellor Stephen Lamb of the Delaware Court of Chancery) (Sept. 29, 2009)
  • Numerous in-house and client CLE certified programs on topics ranging from the latest developments in Delaware M&A and corporate governance jurisprudence to developments in class action and multidistrict litigation to the attorney-client privilege and work product doctrine to ethics in the conduct of corporate internal investigations to deposition skills training.
Publications:

Since 2006, Mr. Smith has co-authored the “Delaware Quarterly: Recent Developments in Delaware Business and Securities Law,” a quarterly roundup of major decisions in the Delaware Court of Chancery published in both the Bank and Corporate Governance Law Reporter and the Securities Reform Act Litigation Reporter.

Additional publications include:
  • “CSX – A Case of First Impression: Hedge Funds Violated Securities Laws’ Disclosure Requirements,” Derivatives Financial Products Reports , October 2008.
  • “‘CSX’: Second Circuit Upholds Denial of Injunctive Relief,” New York Law Journal , September 26, 2008.
  • “Changing Face of Class Actions,” New York Law Journal , special pullout section, “Securities Litigation & Regulation,” July 9, 2007.
  • “1998-99 Merits Decisions in ‘Vanishing Premium’ Sales Practices Litigation: A Vintage Year for Insurance Company Defendants,” ALI-ABA Conference on Life Insurance Litigation: Course of Study Materials, American Law Institute May 13-14, 1999.
  • “A Reversible Shield: Model Rule 4.2 in Competing Class Actions,” Litigation Ethics, American Bar Association, Section of Litigation, Committee on Ethics and Professional Responsibility, Fall/Winter 1997.

Acknowledgements:

  • Hon. Leo E. Strine, Jr., Lawrence A. Hamermesh and Matthew C. Jennejohn, “Putting Stockholders First, Not the First-Filed Complaint,” Harvard Law School, John M. Olin Center For Law, Economics and Business, Discussion Paper No. 740 (1/2013), n. 1 (acknowledged for “thoughtful comments”).

SERVICES

  • Class Actions
  • Complex Commercial Litigation
  • Corporate Governance
  • Corporate and Transactional
  • Litigation
  • Mergers & Acquisitions
  • Securities Litigation

SECTORS

  • Electric Power & Utilities
  • Financial Services & Banking
  • Health Care
  • Pharmaceuticals & Medical
  • Devices
  • Retail & Consumer Products
  • Technology &
  • Telecommunications

ADMISSIONS

  • New York

EDUCATION

  • Georgetown University, JD, 1993


Pete Kazanoff is a Partner in the Firm’s Litigation Department and serves as Co-Chair of the Firm’s Recruiting Committee.  His practice focuses on securities matters, including change-of-control litigation, shareholder and derivative actions, and government and internal investigations. 

Mr. Kazanoff has substantial experience in transaction-related litigation for both private equity and corporate clients.  Private equity client representations include:

  • KKRi n transactions involving KFN, Gardner Denver, Del Monte, TXU, HCA, Dollar General and Laureate Education;
  • Blackstone in acquisitions of Polymer Group and Prime Hospitality; and
  • Apax in acquisitions of rue21 and Kinetic Concepts. 

Corporate client representations include:
  • TD Bank in its acquisition of Epoch;
  • Sealy in its sale to Tempur-Pedic;
  • Eaton in its acquisition of Cooper Industries;
  • Genesee & Wyoming in its acquisition of Rail America;
  • Xerox in its acquisition of ACS;
  • Wyeth in its sale to Pfizer;
  • Mars in its acquisition of Wrigley;
  • Schwab in its acquisition of optionsXpress; and
  • People's United Bank in several acquisitions

Mr. Kazanoff regularly represents issuers, individuals, and underwriters in federal securities litigation. Mr. Kazanoff currently represents several companies and individuals associated with Fairfield Greenwich in shareholder and other litigations arising out of investments made with Bernard Madoff. 

Mr. Kazanoff also participates in the Firm’s government and internal investigations practice, including the representation of clients in matters involving the SEC, FINRA, the New York Attorney General, the DOJ and other regulatory authorities.

Chambers and Partners has recognized Mr. Kazanoffas being “smart, commercially aware, and not just a technical lawyer, but also aware of commercial impacts”; having “exceptional mastery of securities law” and for his skills in “dealing with individual clients.”  He is an editor of the Securities Law Alert, a monthly newsletter that reports on developments in securities litigation and related areas.  Mr. Kazanoff also is a contributor to PLI’s Securities Law Practice Center.

Mr. Kazanoff joined Simpson Thacher in 1997 and became a partner in 2006.  He received his A.B., magna cum laude, from Bowdoin College in 1992 and his J.D., cum laude, from the University of Chicago Law School in 1997.  Mr. Kazanoff serves on the President’s Visiting Committee at Bowdoin College.