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Hot Topics in Mergers & Acquisitions 2015

Author(s): Eric L. Schiele, R. Scott Falk, Sarkis Jebejian
Practice Area: Corporate & Securities
Published: Oct 2015
PLI Item #: 57558
CHB Spine #: B2195

Scott Falk is a partner in Kirkland’s Chicago office, focusing primarily on mergers and acquisitions and securities offerings for public company clients. His broad base of experience includes negotiated mergers, tender and exchange offers, joint ventures, acquisitions and divestitures of subsidiaries and divisions of public companies, private placements and public offerings of securities and securities law counseling. Scott has also structured and negotiated numerous cross-border investments and acquisitions, both in-bound and out-bound. He has been recognized as a leading lawyer by numerous industry publications, including Chambers USA: America’s Leading Lawyers for Business, The Legal 500 U.S., The Best Lawyers in America and The International Who’s Who of Mergers & Acquisitions Lawyers.

Scott serves as Chairman of the National Philanthropic Board of the American Red Cross in Washington, D.C., past Chairman of the Board of the American Red Cross of Greater Chicago and a board member of the Chicago Humanities Festival. He also has chaired or co-chaired numerous CLE events, including co-chairing the Practising Law Institute’s annual seminar “Hot Topics in Mergers & Acquisitions” every year since 2006. In 2012, Scott acted as chairman for the Ray Garrett Jr. Corporate and Securities Law Institute in Chicago, and has chaired several panels at the Garrett Institute on various M&A topics, including the 2015 panel “Hot Topics in M&A.”  In 2017, Scott participated in the “Hot Topics in Mergers & Acquisitions” panel at the Securities Regulation Institute in Coronado, CA.  He serves on the Executive Committee of the Ray Garrett Institute and the Advisory Board of the Securities Regulation Institute.

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.

Sarkis Jebejian is a corporate partner in Kirkland’s New York office and focuses his practice primarily on mergers and acquisitions, governance and other general corporate counseling, including in response to shareholder activism.

Sarkis has been repeatedly recognized as one of the country’s leading practitioners in mergers and acquisitions. From 2013 to 2017, Chambers USA recognized him as among the best lawyers in the country for Corporate/M&A and he was highlighted by clients for “always offering a practical approach to solving problems, and has excellent domain experience” and Chambers Global mentioned his “nuanced and practical” advice. He was also recognized in the 2009-2010 and 2013-2017 editions of The Legal 500 U.S.

Sarkis is a member of the board of trustees 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

  • 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.
  • Corning Inc. in the unwinding of its 73-year-old Dow Corning joint venture with Dow Chemical Co. in exchange for $4.8 billion in cash and other businesses in a substantially tax-free transaction
  • Talen Energy and its Board in its evaluation, initial rejection and subsequent negotiation of the initial $11 per share unsolicited acquisition proposal from 35% stockholder Riverstone Holdings, as well as consideration of other strategic alternatives, in a process that resulted in the $5.2 billion sale of Talen to Riverstone at a substantially increased price of $14 per share
  • Accenture in fourteen transactions since 2013
  • IGATE Corporation in its $4.0 billion sale to Capgemini S.A.
  • Infineon Technologies AG in its $3.0 billion acquisition of International Rectifier Corporation
  • WellCare Health Plans in its $800 million acquisition of Universal American Corp.
  • Vista Equity Partners in six transactions since 2013

Eric Schiele is a partner in Kirkland & Ellis’ Corporate Department in New York.  His practice primarily encompasses public and private mergers and acquisitions and board advisory work, including hedge fund activism defense. 

Mr. Schiele has been repeatedly recognized as a leading lawyer in mergers and acquisitions.  He was recognized for his M&A work by Chambers USA: America’s Leading Lawyers for Business from 2015 through 2017 and by IFLR1000 from 2015 through 2017.  Mr. Schiele was named to Lawdragon’s list of the “500 Leading Lawyers in America” in 2016 and 2017.  He has also been recognized by The Legal 500 for his transactional work in the media and entertainment industry in 2017, for his transactional work in the telecoms and broadcast industry in 2014 and 2017, for his transactional work in the technology industry in 2015 and for his skill in the capital markets arena from 2011 through 2013. 

Corporate clients that Mr. Schiele has represented include, among others, Time Warner, Heinz, Anheuser-Busch InBev, Yahoo, Honeywell, DreamWorks Animation, Johnson & Johnson, Zale Corporation, Graham Holdings (formerly The Washington Post Company), Cable ONE, Toll Brothers, IBM, Sapient and Xerox.  Mr. Schiele has also represented a number of financial institutions, including J.P. Morgan, Goldman, Sachs & Co. and Centerview Partners. 

Mr. Schiele also has extensive experience in hedge fund activism defense, including engagements with, among others, Carl Icahn, Trian, Relational, Elliot Management and Greenlight Capital. 

Mr. Schiele is a frequent speaker on M&A topics, including co-chairing PLI’s Hot Topics in Mergers and Acquisitions conferences in 2014 -- 2018 and chairing its Shareholder Activism conference in 2016 and 2018.

Mr. Schiele was born in Columbus, Ohio.  He received a B.A. summa cum laude from Ohio Wesleyan University in 1996 and a J.D. with Highest Honors from the University of Texas School of Law in 2000, where he was a member of the Chancellors honor society and an Associate Editor of the Texas Law Review.