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Hot Topics in Mergers & Acquisitions 2015


Speaker(s): Albert Garner, C. Stephen Bigler, Christine Wilson, Christopher E. Austin, Damara L. Chambers, Deborah L. Feinstein, Eric L. Schiele, Melissa Sawyer, Meredith L. Cole, CFA , Nancy A. Lieberman, Nicholas P. Panos, Nicole J. Pinder, Paula Howell Anderson, Peter M. Anderson, Phillip R. Mills, R. Scott Falk, Rodney M. Miller, Sarkis Jebejian, Savaria B. Harris, Stephan Feldgoise, Ting S. Chen
Recorded on: Oct. 2, 2015
PLI Program #: 57561

Nancy A. Lieberman concentrates on merger and acquisition transactions involving public and private companies, including negotiated and contested acquisitions, private equity transactions, tender offers, recapitalizations and restructurings. Ms. Lieberman advises corporations on various corporate governance issues and also has extensive experience in structuring and negotiating U.S. and international joint ventures, a subject she has lectured on over the years.

The National Law Journal listed Ms. Lieberman as one of "the 50 most influential women lawyers in America" (1998).

She has advised the following companies:

  • DigitalGlobe, Inc., a provider of earth imagery and geospatial information solutions, in its merger with GeoEye, Inc., an information technology provider for the aerospace and defense industry;
  • Amylin Pharmaceuticals, Inc., a biopharmaceutical company that has developed a novel type II diabetes drug (exenatide), in its acquisition by Bristol-Myers Squibb Company;
  • Amylin Pharmaceuticals, Inc. in its agreement with Eli Lilly and Company to terminate their alliance for the diabetes drug exenatide. This is a first-of-its kind deal in which a biotech firm is separating its relationship from a large pharmaceutical company. The American Lawyer profiled Ms. Lieberman as its "Dealmaker in the Spotlight" (January 2012) for her role on this transaction. The Am Law Daily also selected Ms. Lieberman as a "Dealmaker of the Week" (November 2011);
  • PAETEC Holding Corp., a provider of telecommunication services, in its acquisition of Cavalier Telephone, LLC. Previously, she represented U.S. LEC Corp. in its strategic telecommunications combination with PAETEC Holding Corp.;
  • Great Plains Energy in its joint acquisition with Black Hills Corporation of Aquila, Inc., an electric and gas utility. Additionally, she represented Great Plains Energy in the sale of Strategic Energy, its competitive retail electricity business. Previously, she represented Great Plains' predecessor, Kansas City Power & Light Company, in a number of transactions, including a series of unsolicited tender offers and proxy contests;
  • the special committee of Alfa Corporation in its going-private acquisition by its parent company, the Alfa Mutual Group of insurance companies;
  • Maher Terminals, the largest operator of marine port terminal facilities at the Port of New York and New Jersey and at Prince Rupert, Canada, in its sale to RREEF Infrastructure, a private equity affiliate of Deutsche Bank;
  • Rite Aid Corporation in various transactions, including its acquisition of the Eckerd and Brooks drugstore chains from the Jean Coutu Group of Canada. Previously, she represented Rite Aid in its acquisition of PCS Holding Corporation, a prescriptions benefit manager, from Eli Lilly and Company; its strategic e-commerce alliance with drugstore.com, inc.; and the proposed acquisition of Revco D.S., Inc.;
  • Russell Corporation, an athletic apparel manufacturer, in its merger with an affiliate of Berkshire Hathaway;
  • Fisher Scientific International Inc. in its strategic combination with Thermo Electron Corporation, and its prior acquisition of Apogent Technologies Inc., as well as other transactions and corporate governance matters;
  • Arysta Life Science North America Corporation in its acquisition of Micro Flo Company, an agrochemicals business, from BASF;
  • VHA Inc., as a shareholder of Neoforma Inc. in connection with the merger of Neoforma into Global Healthcare Exchange, LLC (GHX), a joint venture consortium of health care manufacturers, distributors and providers; and VHA's joint venture equity investment in GHX;
  • the special committee of Edison Schools Inc. in a leveraged buyout transaction in which Edison was acquired by its management and Liberty Partners;
  • Huntsman Corporation and its affiliates in numerous transactions, including its restructuring and its acquisition of Texaco Inc.'s worldwide chemicals business; its formation of Huntsman ICI Holdings LLC and the related acquisition of Imperial Chemicals Industries plc's polyurethanes, petrochemicals and titanium dioxides businesses; its acquisition of Rexene Corporation; its acquisition of NOVA Chemical Corporation's polypropylene business; its acquisition of Monsanto Company's specialty chemicals business; its acquisition of Elf Atochem's expandable polystyrene business; its formation of a joint venture with Consolidated Press Holdings Limited of Australia to acquire Chemplex Holdings Pty Limited; and its acquisition of Goodyear Tire & Rubber Company's worldwide film products business;
  • The Williams Companies Inc. in various transactions, including the sale of its Kern River Pipeline and the issuance of preferred stock to MidAmerican Energy Holding Company, an affiliate of Berkshire Hathaway Inc., and the sale of its Mid-American and Seminole Pipelines to Enterprise Products Partners L.P.;
  • Gloria Vanderbilt Apparel Corporation in its sale to Jones Apparel Group, Inc.; and
  • Vlasic Foods International, Inc. in various transactions, including the sale of its U.S. and Canadian food businesses pursuant to its Chapter 11 bankruptcy reorganization to an affiliate of the leveraged buyout firm Hick, Muse, Tate & Furst Incorporated.


Albert Garner is Vice Chair of U.S. Investment Banking at Lazard, a firm with which he has been associated for over 35 years, and is one of its most senior mergers and acquisitions bankers. He chairs the firm’s Opinion Committee and leads its Special Committee practice. Over the course of his career, he has represented companies and boards of directors in a wide variety of industries. He has led assignments for, among others, Ameristar, Barnes & Noble, Chicago Board of Trade, CNH Global, CNX Gas, Delphi Financial, Dole Food, Dollar General, Double Click, Nationwide and 99 Cents Only Stores.

Previously, Mr. Garner served as head of Lazard's Capital Markets Group where he oversaw the firm's new issue activities in the fixed income and equity markets.

Prior to joining Lazard, he was associated with an international consulting engineering firm. Mr. Garner serves on the board of AngloGold Ashanti.  He is the past chair of the Prospect Park Alliance.

Mr. Garner received a B.S.E. in Aerospace Engineering, magna cum laude, from Princeton University.


C. Stephen Bigler counsels corporations, officers, directors, board committees, stockholders and investors on matters involving the General Corporation Law of the State of Delaware and related issues of fiduciary duty arising in a wide variety of transactional and operational contexts. Steve's practice also includes entity formation, mergers, acquisitions, divestitures, defensive planning, capital-raising transactions and stockholder meetings. A member of the firm's Corporate Advisory and Governance Group, he also represents special committees in transactional matters and renders legal opinions on Delaware corporate law issues.

Steve was president of the firm from July 2008 to July 2011 and executive vice president from July 2006 to July 2008.

Active in the legal community, Steve was one of a group of venture capital lawyers who participated in the drafting of model financing documents for the National Venture Capital Association. Steve is a member of the American Bar Association Business Law Section Mergers and Acquisitions and Corporate Documents and Process Committees. He has participated in the drafting of a model merger agreement by the Public Companies Subcommittee of the Mergers and Acquisitions Committee, and in the drafting of a model certificate of incorporation, bylaws and preferred stock designation by the Corporate Documents and Process Committee.

Steve also participated in the drafting of the Special Report of the TriBar Opinion Committee: Duly Authorized Opinions on Preferred Stock, and the Report of the Corporation Law Committee of the Association of the Bar of the City of New York regarding the Enforceability and Effectiveness of Typical Shareholder Agreement Provisions. He has written numerous articles on aspects of Delaware corporate law appearing in The Business Lawyer, Insights and other legal publications, and is a frequent speaker regarding Delaware corporate law practice and developments.


Christine Wilson is an antitrust and competition partner in the Washington, D.C. office of Kirkland & Ellis LLP. Her practice focuses on antitrust and trade regulation and international competition law and policy. She assists clients in obtaining antitrust approval for complex global mergers, guides them in shaping commercial initiatives that achieve business goals while complying with the antitrust laws, and represents their interests in high-stakes government antitrust investigations. Notable public representations include Verizon in its acquisition of MCI and Northwest Airlines in its merger with Delta Air Lines.

Christine represents clients before the Department of Justice, the Federal Trade Commission, state attorneys general, the European Commission, and other global authorities. She has served as Chief of Staff to the Chairman of the FTC, which enables her to provide valuable insights to clients regarding enforcement issues. She is a recognized authority on global competition issues, serving as an adviser to the U.S. government in connection with the International Competition Network (ICN).
Chambers USA ranked Christine as a leading antitrust practitioner in its 2011 edition, and Washingtonian magazine placed her on its list of the top 40 lawyers under 40 in Washington, D.C. She serves as a Vice Chair on the ABA Antitrust Section's Transportation and Energy Committee, and recently co-founded The Grapevine, a women's network for D.C. professionals in the antitrust and consumer protection arenas. She routinely speaks and publishes on a broad range of competition topics.

Education

Georgetown University, J.D., 1995, cum laude
University of Florida, B.A., 1991
Phi Beta Kappa

Admissions & Qualifications

  • 1999, District of Columbia
  • 1995, Virginia

Memberships & Affiliations

  • Advisor to the U.S. Government in connection with its membership in the International Competition Network
  • Member, Competition Committee, U.S. Council for International Business
  • Member, Competition Committee, Business and Industry Advisory Council (BIAC) to the OECD
  • Member, Vice Chair, Transportation and Energy Committee, Antitrust Section, American Bar Association
  • Member, Former Vice Chair, Federal Civil Enforcement Committee, Antitrust Section, American Bar Association


Damara Chambers advises clients on cross-border investment and national security matters, including national security reviews by the Committee on Foreign Investment in the United States (CFIUS), and on the application of international trade controls, including export controls and economic sanctions.

Ms. Chambers is recognized in Chambers USA and Chambers Global for her extensive experience advising clients before CFIUS and advising companies regarding the mitigation of foreign ownership, control or influence (FOCI) under national industrial security regulations administered by the Defense Security Service (DSS) and Department of Energy.

Ms. Chambers has been involved in negotiating some of the most significant national security agreements with the U.S. government and has represented clients on a variety of landmark CFIUS and FOCI matters, including Nexen Inc. in its $15.1 billion sale to China National Offshore Oil Corporation; Stanley, Inc. in its $1 billion acquisition by CGI Group, Temasek Holdings in its multi-billion dollar investment in Merrill Lynch, and the Carlyle Group in its $1.9 billion sale of Standard Aero and Landmark Aviation to Dubai Aerospace Enterprise.

In the international trade controls area, Ms. Chambers advises companies on compliance and enforcement matters relating to U.S. export controls administered by the Departments of State, Commerce, and Energy and the Nuclear Regulatory Commission, economic sanctions administered by the Department of the Treasury, and import and licensing requirements imposed by the Bureau of Alcohol, Tobacco, Firearms and Explosives. She also frequently advises on trade control issues in mergers, acquisitions, and divestitures.


Debbie Feinstein heads the firm's Global Antitrust group, and brings a wealth of experience to her practice in advising clients on a range of antitrust challenges before US antitrust authorities. She recently re-joined the firm from the US Federal Trade Commission (FTC), where she was Director of the Bureau of Competition. In that capacity, she was responsible for supervising the investigation and enforcement of the US antitrust laws against anticompetitive mergers and conduct. During her tenure from 2013 to 2017, the FTC had substantial litigation success and a number of major merger wins, including challenges to Sysco Corp.'s acquisition of rival US Foods Inc., and Staples Inc.'s merger with Office Depot Inc. She had previously served at the FTC from 1989 to 1991 as Assistant to the Director of the Bureau of Competition and Attorney Advisor.

Throughout her career, Ms. Feinstein has focused on merger and acquisition reviews by antitrust enforcement agencies in the United States and globally, as well as civil investigations and litigation. Her industry experience is broad, and includes retail, food, consumer products, healthcare, chemicals, and automotive parts, among others. She was an associate at Arnold & Porter from 1987 to 1989 and from 1991 to 1995. Later, as a partner, she led the firm's US Antitrust group from 2010 to 2013.

Ms. Feinstein has been consistently lauded as a leading practitioner by Chambers USA and other ranking publications. The National Law Journal named her one of the most influential women lawyers in America and Global Competition Review recognized her as global "Lawyer of the Year" and named her to its international list of the "Top 100 Women in Antitrust." She has also been ranked by Super Lawyers as being among the top 50 women lawyers in Washington, DC.


Eric Schiele is a corporate partner at Kirkland & Ellis LLP. His practice primarily encompasses public and private M&A and board advisory work, including hedge fund activism defense.

Eric is recognized repeatedly as a leading lawyer in M&A. He is ranked for his M&A work by Chambers USA from 2015 to 2018, highlighted by clients as “absolutely terrific” and “thorough, wise, always available and very results oriented.” Eric is also recognized by IFLR1000 from 2015 to 2018 and was named to Lawdragon’s list of the “500 Leading Lawyers in America” in 2016 and 2017. He is also recognized by The Legal 500 for his work in the media and entertainment industry in 2017 and 2018, M&A in 2018, telecom and broadcast industry in 2014 and 2017, technology industry in 2015 and skill in capital markets from 2011 to 2013.

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

Representative Matters

• Amcor Ltd. in its pending $6.8 billion acquisition of Bemis Co.
• Wynn Resorts in its engagement and settlement agreement with shareholder Elaine Wynn

Prior to joining Kirkland, Eric’s representative transactions included:

• Disney in its pending $66 billion acquisition of 21st Century Fox
• Time Warner on a number of M&A transactions, including its $109 billion sale to AT&T, the unsolicited proposal from 21st Century Fox to acquire Time Warner and its acquisition of 100% of truTV
• Honeywell in its $90 billion proposal to acquire United Technologies and its $300 million sale of Honeywell Technology Solutions to KBR
• Anheuser-Busch InBev in its $123 billion acquisition of SABMiller and the $12 billion sale of SABMiller’s U.S. and global Miller branded businesses to Molson Coors
• Northrop Grumman in its $9.2 billion acquisition of Orbital ATK
• The Strategic Review Committee of the Board of Directors of Yahoo! in the $4.48 billion acquisition of Yahoo!’s operating business by Verizon
• DreamWorks Animation in its $4.1 billion sale to Comcast
 


Melissa Sawyer is a partner in Sullivan & Cromwell LLP’s Mergers & Acquisitions Group and is co-head of the Firm’s Corporate Governance & Activism Practice. In addition to advising clients on public and private M&A transactions, joint ventures and strategic alliances, she also regularly advises clients on corporate governance, activism and takeover defense matters. Ms. Sawyer’s experience spans multiple industries, including consumer and retail, industrials, medtech and insurance.

Ms. Sawyer has been repeatedly recognized as a leading M&A advisor. She is ranked by Chambers USA in Corporate/M&A, where clients describe her as “an absolute superstar,” and is recognized as a Law360 MVP in Food & Beverage, one of Crain’s “Leading Women Lawyers in New York City,” a “Top Woman Attorney in New York” by Super Lawyers, a Rising Star by IFLR1000 and was named “Dealmaker of the Week” by The American Lawyer. Additional accolades include receiving a Burton Award for Legal Achievement, being chosen as an Empire State Counsel Honoree by the New York State Bar Association and recognition by Super Lawyers for her work in Mergers & Acquisitions, Corporate Governance and Compliance and Business/Corporate.

In the past three years alone, Ms. Sawyer has advised: Apollo Education, AT&T, BBA Aviation, Bessemer, CONMED, CPPIB, CSM Bakery, Diageo, DS Smith, FXI, OTPP, Sotheby’s and UnitedHealth.

Ms. Sawyer is currently a Lecturer in Law at Columbia Law School, a Fellow of the American Bar Foundation and a member of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association. Ms. Sawyer has participated in numerous panels for the Practising Law Institute and regularly writes for The M&A Lawyer, The Deal Pipeline and LexisNexis.

Ms. Sawyer is a Hiring Partner, an Associate Development Partner, a member of the Firm’s Managing Partners Committee and the Chair of the Knowledge Management Committee at Sullivan & Cromwell LLP.

Recent Publications

  • “How to prepare for 2019’s proxy season,” Corporate Secretary (2018)
  • When An Activist Designee Joins Your Board,” Law360 (2018)
  • “Facing activists on ESG,” IR Magazine (2018)
  • “Just Getting Started: M&A in 2017 and What to Expect in 2018,” The M&A Lawyer (2018)
  • “Steps to Succession: Planning Techniques for Latin American Family Businesses,” STEP Journal (2017)
  • “Getting to the Head of the Table,” Directors & Boards (2017)

Education

University of Virginia Law School, J.D. 2000


Meredith L. Cole, CFA, heads the Investor Relations/Analytics practice.  Working with shareholders, custodians, central depositories and vote execution services on numerous solicitations for over 20 years, she has developed an expertise in global voting systems and the custodial chain of shareholdings. Her in-depth knowledge of DTC settlement trends and activist trading patterns enables Innisfree to accurately monitor shareholder trading activity and to identify potentially hostile positions and, where activist accumulations lead to full-blown proxy contests, to work with issuers to develop a specifically targeted outreach/solicitation strategy to maximize the probability of success.

Recent activist situations she has worked on include: the defense of ADP in its proxy contest against Pershing Square; Qualcomm in its proposed acquisition of NXP Semiconductor and simultaneous defense of an unsolicited proposal by Broadcom; the successful merger vote at Samsung C&T over the opposition of Elliott Associates; the defense at DuPont against the proxy contest waged by Trian Partners; the defense at Allergan against the unsolicited offer by Valeant Pharmaceuticals and Pershing Square Capital Management; the proxy contest by Third Point LLC at Sotheby’s; the acquisition of Dell Inc. by Michael Dell and Silver Lake Management despite opposition by Carl Icahn and Southeastern Asset Management; the defense at Agrium against JANA Partners’ proxy contest; and the defense at Oshkosh Corporation against a proxy contest and unsolicited tender offer by Carl Icahn.

Ms. Cole received a B.S.B.A. with a concentration in finance from Georgetown University. She holds the Chartered Financial Analyst® designation and is a member of the CFA Society New York, National Investor Relations Institute, and New York Society of Securities Analysts.

 


Practice

Paula Anderson is a partner in the firm’s Litigation Group.  Her experience is broad, with an international focus, and encompasses a wide range of areas, including Foreign Corrupt Practices Act (“FCPA”) investigations and compliance due diligence, cross-border disputes, corporate governance, bankruptcy litigation, antitrust, M&A-related litigation, and international arbitration.  Her clients have included global leaders in the finance, insurance, automotive, telecommunications, oil and gas, engineering, media and entertainment, consumer goods, and manufacturing industries. 

In 2013, Ms. Anderson was named to New York Law Journal’s inaugural “2013 Rising Stars” list. In 2012, she was awarded the National Organization of Women’s “2012 Women of Power and Influence Award,” and was named to Crain’s NY Business Magazine’s “40 Under 40” list of top achievers under the age of 40.  In 2016, Ms. Anderson was recognized by Benchmark Litigation in its inaugural “Under 40 Hot List” and was honored by The Network Journal with its 40 Under Forty Achievement Award.  She has been recognized by Legal 500 as a Rising Star and was most recently named to Savoy Magazine’s list of “2018 Most Influential Black Lawyers.”

Recent Experience Includes Representation of:

  • General Electric Company in connection with shareholder litigation and an appraisal action arising from the multi-billion dollar transaction in which GE’s Oil and Gas business combined with Baker Hughes, Inc.
  • A global investment banking firm in an action by the shareholders of Zale Corp. for alleged aiding and abetting breaches of fiduciary duty by Zale’s Board of Directors in connection with Zale’s$1.46 billion acquisition by Signet Jewelers Ltd.
  • Albemarle Corp. in a multi-district shareholder class action and appraisal action challenging its $6.2 billion acquisition of Rockwood Holdings
  • Liberty Global, Inc. in a shareholder class action challenging its $23 billion acquisition of Virgin Media Inc.
  • Synthes, Inc. and its directors in a shareholder class action challenging the company’s $20 billion acquisition by Johnson & Johnson
  • A global telecommunications company in a due diligence corruption investigation of its Latin American subsidiary in connection with a proposed acquisition

Education

Harvard Law School, J.D., 2001
John Jay College of Criminal Justice, B.A., summa cum laude, 1998 Class Valedictorian
    


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


Savaria Harris is an experienced litigator with trials in state and federal courts as well as with government and internal investigations in the white collar context.

She is experienced in government and internal investigations, ethics and compliance training, as well as litigation and trial representation. Her practice centers on providing clients with an integrated approach to addressing fraud, anti-bribery and anti-corruption issues under the False Claims Act, Foreign Corrupt Practices Act and their equivalents.

In addition to her practice, Savaria is a frequent lecturer on workplace ethics, internal investigations and compliance. Savaria is an adjunct professor of Workplace Ethics at Georgetown University and a faculty member for the Practicing Law Institute, the American Conference Institute and The TRACE Anti-Bribery Specialist Accreditation program. She is also a member of the Advisory Council for the Association of Certified Fraud Examiners, the NYU Program on Corporate Compliance and Enforcement, and the National Employment Law Council. Finally, she is the author of an interactive video game "A Day In Your Shoes" for healthcare system clients to provide scenario-based training to physicians on the False Claims Act, Stark Act and Anti-Kickback Act laws.

CREDENTIALS

Education

Georgetown University Law Center J.D.

Yale University B.A.

Admissions

District of Columbia

New York

Languages

Spanish


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 Chairman of the Board of Directors 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 and 2018, 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 Planning Committee 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.


Mr. Mills is a partner in Davis Polk’s Mergers and Acquisitions Group, advising on domestic and cross-border transactions for public and private companies across all industries. He also advises on stockholder activism, corporate governance, fiduciary duties and takeover defense.

Work Highlights

  • PartnerRe’s contested merger of equals with AXIS Capital and subsequent sale to EXOR
  • Emerson’s:
    • Disposition of its network power and power transmission solutions businesses
    • Acquisition of Pentair’s Valves & Controls business
    • Successful hostile acquisition of Chloride Group plc
  • Heineken’s acquisition of Brasil Kirin from Kirin
  • MHR Fund Management with respect to Lions Gate Entertainment and its acquisition of Starz
  • Royalty Pharma’s hostile bid for Elan
  • Mitsubishi Leasing’s acquisition of Jackson Square Aviation
  • Dalian Wanda’s acquisition of AMC Entertainment
  • Cigna’s acquisition of HealthSpring
  • Citigroup’s rescue transaction with Wachovia
  • Various transactions for Emerson Electric, Comcast, Roche and ImClone Systems
  • Financial advisory assignments for J.P. Morgan, Morgan Stanley, Deutsche Bank and Lazard

Recognition

Mr. Mills is recognized for his work in the legal industry:

  • The American Lawyer – “Dealmaker of the Week,”2015 and 2011

He is consistently recognized as a leading M&A lawyer in several legal industry publications, including:

  • Chambers Global
  • Chambers USA
  • IFLR1000

Of Note

Current Memberships

  • Member, American Intellectual Property Law Association
  • Member, American Bar Association
  • Member, New York City Bar

Past Membership

  • Trustee, The Cathedral School, 2006-2009
  • Member, Board of Directors, Foreign Policy Association
  • Member, Executive Committee, Foreign Policy Association

PROFESSIONAL HISTORY

  • Partner, 1993-present
  • Associate, 1986-1993

Bar Admissions

  • State of New York

Education

  • B.Com., University of Queensland, 1980
  • LL.B., University of Queensland, TC Beirne School of Law, 1982
    • First Class Honours


Nicole Pinder is a partner in the PricewaterhouseCoopers' Transaction Services practice, based in New York. She has over 15 years of experience providing assurance and advisory services to companies across a broad range of industries in the US, Europe and South Africa with a focus on complex financial reporting matters. She has advised corporates and private equity houses on the execution of their capital markets transactions (public and private debt and equity offerings), divestitures, and on complex accounting and reporting matters under various GAAPs. Nicole also has several years of experience advising companies on the adoption of, and reporting under International Financial Reporting Standards ("IFRS"). Current and recent clients include News Corporation, Hertz, McGraw-Hill, Visteon, Bunge, Stanley Black & Decker, General Motors, Duke Energy, National Grid, KeySpan Energy, Wendy's, Toys "R" Us, Sycamore Partners, BC Partners, Golden Gate Capital, Express, Apollo Management, Hexion Specialty Chemicals and Bain Capital.

Prior to her relocation to New York, Nicole was based in London, United Kingdom. During her 5 years with the Global Capital Markets Group in London, a technical specialist group within the Transaction Services practice, she was primarily responsible for assisting utility, oil and gas, and mining companies with the application of US GAAP and IFRS, and the SEC reporting requirements for foreign private issuers. Nicole has a significant amount of experience in the Energy, Mining and Utilities industries. Her client base in this industry sector, several of which she advised during their conversion to IFRS, included British Energy, Powergen, E.ON, ScottishPower, Rio Tinto, Sasol and ENI. Key clients outside of this industry sector include Unilever and the London Stock Exchange.

Nicole is a chartered accountant and, prior to joining the accounting profession, qualified as a lawyer. She has been based in New York since November 2004.


Christopher E. Austin is a partner at Cleary Gottlieb Steen & Hamilton LLP, currently based in the New York office. His practice focuses primarily on public and private mergers and acquisitions. He also provides advice regarding corporate governance matters and fiduciary duties of officers and directors to corporations and their boards.

Mr. Austin is recognized as one of the country’s best corporate lawyers by Chambers Global, Chambers USA, IFLR 1000: The Guide to the World’s Leading Law Firms and The Legal 500 U.S., and as one of the leading mergers and acquisitions lawyers in Euromoney’s Guide to the World’s Leading Mergers and Acquisitions Lawyers and The Best Lawyers in America.

Mr. Austin received a J.D. degree from New York University in 1983, where he was senior editor of the Law Review. He received an undergraduate degree from Tulane University. He joined the firm in 1983 and became a partner in 1992. From 1993 to 1998 he was resident in the Hong Kong office.


Nicholas P. Panos is a Senior Special Counsel in the Office of Mergers and Acquisitions at the SEC’s Division of Corporation Finance in Washington, D.C.  His responsibilities include administering and interpreting the Williams Act and corresponding SEC regulations governing international and hostile business combinations, proxy contests for corporate control and management buyouts.  His SEC career began in the Division of Enforcement where he worked on matters relating to insider trading, front running by investment advisors, and full disclosure in municipal finance offerings.  Mr. Panos is a contributing author to an SEC Interpretive Release issued in July, 2000 on tender offers for limited partnerships and tender offers subject only to §14(e) and Regulation 14E.  In response to the financial crisis that emerged in 2008, Mr. Panos helped develop a short sale disclosure system and engineered the 2009 exemptive relief needed to assist General Motors’ attempt to buyback $28 billion in publicly held debt.  Mr. Panos also was credited for authoring:  proposed reforms to the SEC proxy solicitation rules in 2009; the re-adoption of the beneficial ownership rules in 2011; and, in 2015, the proposed proxy and information statement disclosure provisions on hedging by employees, officers and directors.

Mr. Panos graduated from Colgate University with a B.A. in Economics and obtained his law degree from the University of Denver where he was a member of the Law Review and earned a research credit in a West Publishing textbook on administrative law.  He currently serves as an adjunct professor of law at Georgetown University Law Center in Washington, D.C.  He is a member of the Massachusetts Bar Association and also holds a MBA degree from Columbia University Graduate School of Business in New York City.


Peter M. Anderson is a Senior Counsel at International Business Machines Corporation where his focus is M&A (acquisitions and divestitures), alliance and First-of-a-Kind transactions. Prior to joining IBM, Mr. Anderson was Associate IP Counsel at the Massachusetts Institute of Technology and an associate in the New York and Washington, D.C. offices of Milbank, Tweed Hadley & McCloy, LLP. Mr. Anderson is a graduate of the State University of New York at Stony Brook with a degree in English and Mathematics. He received his J.D. from Brooklyn Law School, where he was a fellow at the Center for the Study of International Business Law, and an LL.M. in International Trade Regulation from New York University School of Law.


Ting S. Chen is a partner in Cravath's Corporate Department. Her practice focuses on mergers and acquisitions, corporate governance and activism and takeover defense.

Ms. Chen received an A.B. summa cum laude from Harvard University in 2003, and a J.D. from Stanford Law School in 2006.

Ting has been recognized for her work in mergers and acquisitions by the 2017 and 2018 editions of The Legal 500, the 2016 through 2018 editions of IFLR1000 and the 2015 through 2017 editions of Super Lawyers. In 2017 and 2018, she was named a "Next Generation Lawyer" in the media and entertainment arena by The Legal 500. In 2016 and 2018, Ms. Chen received Euromoney Legal Media Group's Americas Women in Business Law Award for "Rising Star: Corporate," and in 2016, she was recommended for her transactional work in the technology industry by The Legal 500. In 2015, Ms. Chen was named a "Rising Star" by Law360, recognizing her as one of eight outstanding merger and acquisition lawyers in the nation under the age of 40.


Mr. Miller is a Vice Chairman in JPMorgan’s Mergers and Acquisitions Group, having joined the firm in October 2007 after spending 20 years at Credit Suisse. Prior to his current position, Mr. Miller was Head of Mergers and Acquisitions for North America and Head of the Financial Sponsor Mergers and Acquisitions effort at Credit Suisse.  Other managerial roles included Co-heading the Credit Suisse Global Energy Group.

Mr. Miller has nearly 30 years of experience in all aspects of financial advisory services.  He has advised both domestic and international clients on a broad variety of assignments including mergers, acquisitions, divestitures, proxy contests, hostile transactions,  special committee assignments, and debt and equity capital raisings. He is a Certified Public Accountant.  Mr. Miller is a former Trustee for the Council of the University of Chicago Booth School of Business.  He is currently a Dean’s Advisory Council member for the Kelley School of Business at Indiana University and a member of the Studio Museum in Harlem and GAR Foundation Boards of Directors.


Stephan is the co-head of Mergers and Acquisitions (M&A) for the Americas and is a member of the Americas Operating Committee of the Investment Banking Division. He also serves as the chairman of the Global Fairness Committee. Previously, Stephan was a senior member of the Consumer Retail Group and served various leadership roles in Global Natural Resources and Financial Sponsors, where he was head of the Financial Sponsors Execution group. Stephan joined Goldman Sachs as an associate in the M&A Department in 1997. He became a vice president in 2001, was named managing director in 2005 and partner in 2008.

Prior to joining the firm, Stephan worked for the General Electric Company and McKinsey & Company.

Stephan earned a BS in 1992 and an MS in 1993 from the Massachusetts Institute of Technology. He earned an MBA from the Harvard University Graduate School of Business Administration in 1997.