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Spin-offs 2015


Speaker(s): Benjamin M. Berinstein, David K. Lam, Eric L. Schiele, Jim E. Rossman, Karen Gilbreath Sowell, Lisa M. Schweitzer, Nicole J. Pinder, Sally A. Thurston, Sarkis Jebejian, Scott D. Mitnick
Recorded on: Feb. 19, 2015
PLI Program #: 58753

Sally A. Thurston advises multinational clients on a wide range of tax matters, includ- ing the tax aspects of mergers and acquisitions, joint venture formations, restructurings, divestitures and spin-offs, with a particular focus on the U.S. tax aspects of cross-border transactions, cash repatriation techniques and investment structures.

Ms. Thurston has advised Covidien plc with the tax aspects of its acquisition by Medtronic, Inc.; Pfizer Inc. in connection with its proposed acquisition of AstraZeneca PLC through a newly formed U.K. holding company; Endurance Specialty Holdings Ltd. in its proposed acquisition of Aspen Insurance Holdings Limited; JGWPT Holdings, Inc. (a portfolio company of JLL Partners), the holding company for J.G. Wentworth and Peachtree Financial Solutions, in its initial public offering of Class A common stock and listing on the New York Stock Exchange through an Up-C struc- ture; Marubeni Corporation in its acquisition of Gavilon Group LLC; Covidien plc in its spin-off of Mallinckrodt plc, its pharmaceutical business; Pfizer Inc. in the spin- off of its animal health business into a separate publicly traded company via an initial public offering and in the divestiture of its infant-nutrition business to Nestlé S.A.; Merck KGaA in its acquisition of Millipore Corporation; Harbor Point Limited in its merger of equals with Max Capital Group Limited; GlobalSantaFe Corporation in its merger with Transocean; Compagnie Financière Alcatel in its acquisition of Lucent Technologies Inc.; NASDAQ in its acquisition of OMX, and its investment in and take- over attempt of the London Stock Exchange; Banco Pactual S.A. in its acquisition by UBS; and BTG Investments L.P. in its acquisition of Banco UBS Pactual S.A.

In addition to her experience in mergers and acquisitions, Ms. Thurston regularly advises multinational pharmaceutical and medical device companies in connection with general tax planning matters. She also represents clients in connection with international debt and equity offerings, and has substantial experience representing offshore insurers and reinsurers and their shareholders.

In the United States, Ms. Thurston advises clients on taxable and tax-free acquisitions and divestitures and has significant experience in the partnership taxation area. She also regularly counsels private equity clients in connection with acquisitions and dives- titures of portfolio companies.

Ms. Thurston lectures frequently on various international and U.S. tax matters. She has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business, Chambers USA: America’s Leading Lawyers for Business, Tax Directors Handbook and The Best Lawyers in America.


Eric Schiele is a corporate partner in the New York office of Kirkland & Ellis LLP. His practice primarily encompasses public and private mergers and acquisitions and board advisory work, including hedge fund activism defense.

Eric 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 2019 and was highlighted by clients as “absolutely terrific” and “thorough, wise, always available and very results oriented.” Eric was also recognized by IFLR1000 from 2015 through 2019 and 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 and 2018, for his transactional work on mergers & acquisitions in 2018 and 2019, 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.

Eric is a frequent speaker on M&A topics, including co-chairing PLI’s Hot Topics in Mergers and Acquisitions conferences from 2014–2019 and chairing its Shareholder Activism conference in 2016, 2018 and 2019. Eric received his J.D. at The University of Texas School of Law and his B.A. from Ohio Wesleyan University.


Karen Gilbreath Sowell is a principal in Ernst & Young LLP’s National Tax Department. Based in Washington, D.C., Karen serves as a co-leader of the Mergers and Acquisitions group.  A partner since 2001, Karen has advised the firm’s most significant clients on complex transactions, and leads the firm’s practice involving corporate spin-off transactions.

Karen was the US Treasury’s Deputy Assistant Secretary for Tax Policy from July 2007 to January 2009. She worked closely with the leadership of the Treasury Department during the financial crisis. She participated in the legislative process for the Economic Stimulus Act of 2008 and the Emergency Economic Stabilization Act (EESA) of 2008, and played a leadership role in the expedited issuance of important guidance projects directed at economic stabilization. She was co-leader of the Treasury Department’s promulgation of standards for the executive compensation requirements of EESA. She received the Treasury Distinguished Service Award in recognition of her contributions.

Among her other duties as Treasury’s Deputy Assistant Secretary for Tax Policy, Karen worked closely with the Internal Revenue Service to issue a substantial amount of significant regulations, revenue rulings, revenue procedures, notices and other guidance.

Karen first served at the Treasury Department from 1997 to 2001, where she was Associate Tax Legislative Counsel. She was primarily responsible for matters relating to corporate taxation in a period of prolific guidance, including regulations and other guidance governing spin-off transactions, taxable transactions, and the check-the box regime. 

Karen was Chair of the Executive Committee of the Tax Section of the New York State Bar Association in 2018. She is a former chair of the Corporations Committee of the Tax Section of the American Bar Association.

 


Lisa M. Schweitzer’s practice focuses on financial restructuring, bankruptcy, insolvency and commercial litigation. She has extensive experience advising corporate debtors, individual creditors and strategic investors in both U.S. Chapter 11 proceedings and restructurings in other jurisdictions in North America, Europe and Asia.

Lisa has served as lead counsel in various bankruptcy cases including as counsel to Nortel Networks Inc. and affiliates in their U.S. Chapter 11 proceedings, and represented Nortel in asset sales raising over $7 billion dollars in sale proceeds, as well as a 21 day cross-border trial involving disputes with their affiliates. Lisa’s additional representations include BlueMountain Capital, LLC, a significant equity holder in the chapter 11 bankruptcy of PG&E Corporation, the largest utility in the United States and a case involving over $50 billion of liabilities; Grupo Inbursa, a financial services company in Mexico and secured lender to multiple entities in the Mossi & Ghisolfi S.p.A. corporate group (M&G), in the M&G Chapter 11 cases; and a consortium of Singapore banks as major secured and unsecured creditors of Ezra Holdings Limited and its affiliates, a provider of integrated offshore solutions for the oil and gas industry, in the company’s Chapter 11 bankruptcy proceedings. Lisa has also advised various financial institutions on the bankruptcy-related aspects of resolution and matters related to the preparation and implementation of their resolution plans.

Lisa has advised clients in some of the most high-profile bankruptcy matters in North America, and her work repeatedly has been recognized by the business and legal press, including Chambers Global, Chambers USA, The Legal 500 U.S., IFLR 1000: The Guide to the World's Leading Financial Law Firms, The International Who’s Who of Business Lawyers and The International Who’s Who of Insolvency & Restructuring Lawyers. Lisa was honored as a “Dealmaker of the Year” and as a “Dealmaker in the Spotlight” by The American Lawyer.

Lisa received a J.D. from New York University School of Law and a  B.A., magna cum laude, from the University of Pennsylvania.

Lisa joined the firm in 1996 and became a partner in 2006.


Mr. Rossman is the Head of Shareholder Advisory at Lazard and advises clients in connection with preparing for and responding to shareholder activism. Mr. Rossman joined Lazard in 2003 and has over 25 years of experience as both a lawyer and investment banker.

Prior to joining Lazard, Mr. Rossman was a senior equity capital markets banker at Lehman Brothers.  Prior to his work at Lehman Brothers, Mr. Rossman was a corporate lawyer at Cleary, Gottlieb, Steen & Hamilton in their New York and Brussels offices, specializing in capital markets, mergers and acquisitions, and debt restructuring.

Mr. Rossman is the Chairman of the Board of Trustees for the Brooklyn Historical Society and a Trustee of Greenwood Cemetery in Brooklyn.  He serves on the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania; the Advisory Board of the John L. Weinberg Center for Corporate Governance; the Advisory Council for the Harvard Roundtable on Corporate Governance; and the Board of Advisors of the Institute for Corporate Governance & Finance at NYU School of Law.

Mr. Rossman earned a B.A. from Kenyon College, an M.A. from The University of Virginia, and a J.D. from New York University School of Law.


Nicole Pinder is a partner at PricewaterhouseCoopers LLP (“PwC”) based in New York with approximately 25 years of public accounting experience.

Effective November 2017, she returned to the Transaction Services (“Deals”) practice and assumed the Market Team Leader role for Capital Markets & Accounting Advisory Services (“CMAAS”) in New York after being on tour in the Firm’s National Quality Organization (“NQO”). As part of this role, she is responsible for leading a team of 200+ professionals in providing accounting and financial reporting advice to a variety of organizations from start-ups to large, multinational public companies.

From July 2015, Nicole was on tour in the SEC Services Practice of NQO. In this role she was responsible for consulting on a wide array of capital markets activities, complex SEC matters and other areas relating to accounting, auditing and financial reporting. She also performed pre-filing reviews of transactional documents and periodic filings with the SEC for both domestic and foreign private issuer registrants.

Prior to serving in the NQO, Nicole was a partner in the Deals practice. In this role she consulted on and provided assurance and advisory services to companies across a broad range of industries in the United States, 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").

Prior to her relocation to New York in October 2004, 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 advising and assisting with the application of US GAAP and IFRS, and the SEC reporting requirements for foreign private issuers. During this time her client base included a concentration of consumer products companies, utilities, and oil and gas services companies.

Nicole is both a certified public accountant and a chartered accountant. Prior to joining the accounting profession, she qualified as a lawyer. She is a regular speaker on financial reporting and accounting topics.

Credentials / Professional Memberships:

Certified Public Accountant (CPA) – licensed in New York state

Member of the American Institute of Certified Public Accountants (AICPA)

Chartered Accountant, CA(SA) – South Africa

Member of the South African Institute of Chartered Accountants (SAICA)

Member of the Public Accountants & Auditors’ Board, South Africa (PAAB)

Faculty member – Practising Law Institute (PLI)

 


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 shareholder activism defense. 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 2019, 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 2013–2019 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. Sarkis received his J.D. from Columbia Law School and his B.A. from Columbia College.


Ben Berinstein has over 20 years of industry experience and is a Vice Chairman of Investment Banking.  Prior to joining J.P. Morgan in 2008, he was a Senior Managing Director in Bear Stearns’ Strategic Finance group and head of the Structured Products Group.  Prior to joining Bear Stearns in 1995, he was a tax attorney at Mayer, Brown & Platt in Chicago.

Ben is from Syracuse, NY and holds a B.B.A. in accounting from the College of William and Mary and a J.D. from Duke University School of Law.


David K. Lam is a corporate partner at Wachtell, Lipton, Rosen & Katz. He focuses on mergers and acquisitions, securities transactions and corporate governance. His practice has included a wide range of matters, including public and private acquisitions and divestitures, domestic and international transactions, carve-out IPOs, spin-offs, split-offs, joint venture transactions and private equity transactions. He also advises numerous companies on takeover defenses, proxy contests and corporate governance matters. In 2013, David was named by The American Lawyer as a Dealmaker of the Year.

He has represented clients in a variety of industries, including:

Financial Services

  • BGC Partners in its $1.234 billion sale of its electronic trading business in U.S. Treasury securities to The NASDAQ OMX Group, Inc. and in its $1.4 billion reorganization and merger with eSpeed
  • The New York Stock Exchange in its agreed $23.4 billion crossborder combination with Deutsche Böerse, its $10 billion crossborder combination with Euronext N.V. and its merger with Archipelago
  • MetLife in the sale of its depositary business to GE Capital Retail Bank, its $1.6 billion split-off of its interest in Reinsurance Group of America and its sale of State Street Research & Management Company to BlackRock
  • Warburg Pincus in its purchase and sale of equity in Primerica from Citigroup
  • Lazard in connection with its IPO and related restructuring transactions
  • JPMorgan Chase & Co. in its acquisition of the banking business of The Bank of New York in exchange for JPMorgan Chase’s corporate trust business, and in the restructuring of its joint venture with First Data Corporation
  • Bank of America in its $21 billion acquisition of ABN Amro’s LaSalle Bank
  • Golden West Financial in its $25.5 billion sale to Wachovia Energy
  • Berry Petroleum in its $2.5 billion sale to LINN Energy and LinnCo
  • Sunoco in its $5.3 billion sale to Energy Transfer Partners and in its IPO and spin-off of SunCoke Energy, a $1.2 billion company
  • Atlas Energy in its $4.3 billion sale to Chevron, its $1.7 billion joint venture with Reliance Industries, and in the formation of its master limited partnership, Atlas Resource Partners
  • Acciona in its €43.7 billion acquisition with Enel of Endesa

Health Care
  • Abbott Laboratories in its $55 billion spin-off of AbbVie
  • GlaxoSmithKline in its unsolicited offer and $3.6 billion acquisition of Human Genome Sciences
  • The Wyeth board of directors in its $68 billion merger with Pfizer
  • Cardinal Health in its agreed joint venture transaction with CVS Caremark, its $2.1 billion acquisition of Assuramed, its $1.3 billion acquisition of Kinray, its $1.5 billion acquisition of VIASYS Healthcare, its $3.3 billion sale of its Pharmacology Technology Business to an affiliate of the Blackstone Group, its acquisition of P4 Healthcare Solutions, and in its $4.1 billion spin-off of CareFusion Corporation
  • Sanofi in its successful €47.8 billion hostile exchange offer for Aventis

Real Estate
  • Rayonier in its announced spin-off of its performance fibers business
  • AMB Property Corporation in its $15 billion merger with ProLogis
  • Sunrise Senior Living in its $3.4 billion sale to Health Care REIT
  • The Mills Corporation in its $7.8 billion sale to Simon Property Group and Farallon Capital

Mr. Lam received his B.A. (economics and molecular biophysics & biochemistry) summa cum laude from Yale University, where he was awarded the Arthur Twining Hadley Prize and Russell Henry Chittenden Prize for the highest GPA. He received his J.D. from Yale Law School, where he served as managing editor of the Yale Law Journal and articles editor of the Yale Journal on Regulation. Upon graduation from law school, Mr. Lam served as a law clerk to the Honorable José A. Cabranes of the U.S. Court of Appeals for the Second Circuit.


Scott Mitnick is the Chief Mergers & Acquisitions Counsel at the American Express Company where he oversees the structuring, negotiation and execution of the Company’s M&A, joint venture and venture investment transactions globally. Mr. Mitnick has led the Company’s M&A legal team since 2011 and has over 12 years of M&A and transactional experience, as well as extensive experience in bank holding company, securities and employment areas of law. He was the lead attorney in the formation of the Company’s Global Business Travel joint venture and continues to oversee related governance and transition efforts. Mr. Mitnick is also the lead attorney supporting the development and launch of the Company’s IP Zone business, an IP trading platform. 

Prior to joining American Express in 2011, Mr. Mitnick worked in the Mergers and Acquisitions group at Davis Polk & Wardwell where he focused on both public and private M&A transactions and the restructuring of financially challenged companies, representing, among others, CVS in its acquisition of Caremark Rx and Comcast in its acquisition of Adelphia out of bankruptcy. Mr. Mitnick received his J.D. at Columbia Law School and his M.B.A. from Columbia Business School. He graduated magna cum laude from Brown University, with honors in Economics.