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Hot Topics in Mergers & Acquisitions 2021


Speaker(s): Aaron B. Holmes, Allison Wein, Ann Beth Stebbins, Atif Azher, C. Stephen Bigler, Damara L. Chambers, Daniel A. Lee, David B. Feirstein, Dusty Philip, Eric L. Schiele, Erin Bass-Goldberg, Gayle K. Turk, Janis M. Meyer, Jason Ewart, Michael J. Schobel, Paul M. Tiger, Rita-Anne O'Neill, Rodney M. Miller, Stephanie B. Vasconcellos
Recorded on: Sep. 8, 2021
PLI Program #: 306001

Daniel Lee is a Managing Director at Moelis & Company where he provides strategic and financial advice to clients on M&A transactions across a range of industries, with a focus on public company and special committee transactions. He also chairs Moelis & Company’s Fairness and Valuation Committee. Mr. Lee has over 20 years of investment banking experience. Prior to joining Moelis & Company, he was a Managing Director in the M&A Group at Macquarie Capital, Co-Head of UBS Investment Bank’s Exclusive Sales Group and Head of West Coast M&A and in the investment banking division at Bear, Stearns & Co. 

Mr. Lee serves on the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania. He holds a B.S. in Economics from The Wharton School at the University of Pennsylvania and a J.D. from The University of Pennsylvania Law School. 


Stephanie Vasconcellos is a partner in the Employment & Benefits practice in Chicago, where she provides clients practical advice on navigating complex employee benefits and executive compensation matters. 

Stephanie has extensive experience advising public and private companies, both domestic and global, on all types and aspects of corporate transactions, including acquisitions, divestitures, mergers, spin-offs, and IPOs, as well as post-transaction integration and compensation matters. She regularly advises on golden parachute and other change in control and retention issues. She also drafts, negotiates and advises on employment and severance agreements, equity and equity-based arrangements (including for partnerships), offer letters, incentive plans, and retention agreements, and assists clients in correcting compliance issues with such arrangements, including under Section 409A. 

In addition, Stephanie regularly counsels clients on designing, implementing, amending, administering and terminating retirement, health and welfare plans, and negotiating related services agreements and HIPAA-compliant business associate agreements. She represents employers and benefit plans on compliance matters that arise under such plans, including appealing employer shared responsibility payment assessments under the Affordable Care Act, utilizing IRS and DOL voluntary correction programs to correct errors, and responding to participant claims and appeals.  

Stephanie has been recognized by Legal 500 US as a Next Generation Partner (2020-2021) in Employee Benefits, Executive Compensation and Retirements: Transactional, and as a Rising Star in Employee Benefits by Super Lawyer (2014-2021). Stephanie is active in the Chicago community and currently serves as a board member of Open Books. 

Stephanie graduated from University of Michigan Law School and also has a master’s degree in public health from the University of Michigan School of Public Health. 

 


Aaron Holmes is the global head of Accenture’s Mergers & Acquisitions group, where he is responsible for global acquisitions, dispositions and minority investments. In fiscal 2021 (year ends August 31, 2021), Accenture expects to invest over $4 billion across over 40 transactions.

Aaron also leads Corporate Finance for legal, where he is responsible for the firm’s filings with the U.S. Securities and Exchange Commission, as well as legal support for the firm’s tax and treasury functions.

Aaron lives in Philadelphia with his wife and children.  He has previously worked in New York and Amsterdam for Accenture.  Prior to join Accenture, Aaron was a corporate lawyer with Cravath, Swaine and Moore and Gibson, Dunn & Crutcher, both in New York.


Allison M. Wein is a partner Cravath’s Corporate Department.  Her practice primarily encompasses mergers and acquisitions and general corporate matters. 

Ms. Wein’s clients have included AerCap, Amblin Partners, Ashland, AveXis, BDT Capital Partners, Bharti, British American Tobacco, Disney, Hasbro, IBM, Johnson & Johnson, Northrop Grumman, Occidental Petroleum, Precision Castparts, Quibi, Time Warner, Warner Media, White Mountains Insurance and Xerox.

Ms. Wein was named a “Rising Star” by Law360 in 2020, recognizing her as one of five outstanding merger and acquisition lawyers in the nation under the age of 40.  In 2019, she was named an M&A “Rising Star” by The Deal in The Dealmaker Quarterly. Ms. Wein has also been recognized for her work in mergers and acquisitions by IFLR1000 and Lawdragon and for her transactional work in the technology industry and the media and entertainment industry by The Legal 500 US.

Ms. Wein was born in Manassas, Virginia.  She received a B.A. magna cum laude from the University of Pennsylvania in 2004 and a J.D. cum laude from Northwestern University in 2010, where she was an Associate Editor of the Northwestern University Law Review.  Ms. Wein joined Cravath in 2011 and was elected a partner in 2018.


Ann Beth Stebbins concentrates primarily on mergers and acquisitions. Ms. Stebbins spent eight years in the firm’s London office and has been involved in a variety of cross-border transactions representing acquirers, targets and financial advisors.

Ms. Stebbins lectures and participates in seminars on topics related to her practice. She was recognized as an Outstanding Women Leader by Georgetown University Law Center and was the 2018 recipient of the John Carroll Award, the highest honor bestowed upon a Georgetown alumnus. She also was named as one of The American Lawyer’s 2020 Dealmakers of the Year, and has been named as a Woman Dealmaker of the Year by The M&A Advisor and one of the Lawdragon 500 Leading Lawyers in America.

Ms. Stebbins’ representative transactions include:

  • Amylin Pharmaceuticals, Inc. in its $7 billion acquisition by Bristol-Myers Squibb Company;
  • Funds advised by Apax Partners LP in their acquisitions of:
    • CyberGrants Holdings LLC (pending), a developer of enterprise engagement and grants management software;
    • Nulo, Inc., a producer and distributor of premium pet food products;
    • ECI Software Solutions and the North American business of Exact Group B.V. and its subsequent sale to affiliates of private equity firm Leonard Green & Partners, L.P.;
    • a majority stake in Accenture LLP’s Duck Creek insurance software business;
    • a controlling interest in FULLBEAUTY Brands, Inc.;
    • Quality Distribution, Inc.;
    • Advantage Sales & Marketing from J.W. Childs Equity Partners and its subsequent sale to affiliates of Leonard Green & Partners, L.P. and funds advised by CVC Capital Partners Limited; and
    • Tivit, a leading technology service provider in Brazil;
  • Bally Technologies, Inc. in its $5.1 billion acquisition by Scientific Games Corporation, a supplier of instant-win lottery tickets and a manufacturer of lottery terminals;
  • Cineworld Group plc in its $3.6 billion acquisition of Regal Entertainment Group;
  • Colfax Corporation in the sale of its fluid handling products to CIRCOR International, Inc. and its acquisition of Victor Technologies Group Inc. from Irving Place Capital;
  • Empresas Polar S.A. in connection with the formation of a joint venture with PepsiCo, Inc. and Grupo Embotelladoras Unidas, S.A.B. de C.V. to manufacture and distribute beverages in Mexico;
  • Gucci Group N.V. in its successful defense against a hostile takeover attempt by LVMH Moët Hennessy Louis Vuitton S.A.; and its independent directors in connection with Pinault-Printemps-Redoute’s acquisition of the publicly held shares of Gucci; and in numerous acquisitions of European luxury goods companies, including Sanofi Beauté (which includes the Yves Saint Laurent clothing and perfume businesses), Balenciaga S.A., Stella McCartney Ltd., Alexander McQueen Ltd. and Bedat S.A.;
  • J. C. Penney Company, Inc. in its acquisition of the Liz Claiborne and Monet trademarks from Liz Claiborne, Inc.;
  • Pharmaceutical Product Development, Inc. in its $3.9 billion sale to The Carlyle Group and Hellman & Friedman;
  • SeaCube Containers, Ltd. in its $1.7 billion acquisition by Ontario Teachers’ Pension Plan;
  • the independent members of the board of directors of Time Warner Cable Inc. in its acquisition by Charter Communications;
  • WABCO Holdings Inc. in its $7 billion acquisition by ZF Friedrichshafen AG; and
  • ZeniMax Media Inc. in its $7.5 billion acquisition by Microsoft Corporation.


Atif Azher is a Partner at Simpson Thacher & Bartlett LLP in the Firm’s Corporate Department and is based in Palo Alto. Atif’s practice focuses on mergers and acquisitions where he represents public and private companies, special purpose acquisition companies (SPACs) and private equity firms, in a variety of domestic and cross-border transactions. He has experience in a broad range of transactions, including acquisitions, dispositions, carve-outs, leveraged buyouts, venture financings, joint ventures and other direct investments. He also has extensive experience representing public companies in unsolicited transactions and corporate governance matters, as well as representing investment banks in connection with advising on M&A transactions. Selected transactions on which Atif has recently worked include the representation of:

  • Silver Lake in its committed private placement investment in the announced $2 billion merger between IonQ and dMY Technology Group, Inc. III, a SPAC; and in Social Finance, Inc.’s $8.65 billion merger with Social Capital Hedosophia Holdings Corp. V, a SPAC
  • TWC Tech Holdings II Corp., a SPAC, in its announced $2.4 billion merger with Cellebrite DI Ltd.
  • Nebula Caravel Acquisition Corp., a SPAC, in its announced $1.35 billion business combination with A Place for Rover, Inc.
  • Blackstone, Carlyle and Hellman & Friedman in their proposed majority investment in Medline Industries, Inc.
  • Dell Technologies in the acquisition of Pivotal Software through its controlled subsidiary, VMWare; and in its announced $52 billion agreement to spin-off its 81% equity ownership interest in VMware, Inc.
  • Ultimate Software in the $22 billion merger of Kronos Incorporated and Ultimate Software
  • PPD, Inc. in its announced $17.4 billion sale to Thermo Fisher Scientific Inc. Hellman & Friedman and its portfolio company Polaris Parent Corp. in the $11 billion merger of Polaris with Churchill Capital Corp III
  • Apollo Global Management in its $5 billion acquisition of The Michaels Companies

Atif was named an “MVP” in Private Equity by Law360 and a “Trusted Adviser” in Private Equity by The Recorder in 2017. He was also named a 2016 “Rising Star” in Private Equity by Law360.

Atif received a J.D. and an M.A. from the University of Pennsylvania and a B.S. and a B.S.B.A. from the University of Arizona. He is admitted to practice in New York and California.


C. Stephen Bigler is a senior director with the Wilmington, Delaware law firm of Richards, Layton & Finger, P.A.  Mr. Bigler has a wide ranging Delaware corporate law practice, specializing in Delaware statutory and fiduciary duty issues arising in transactional and operational contexts, including formation, governance, mergers and acquisitions, divestitures, financing transactions, defensive planning, and stockholder meetings.  He has written numerous articles on, and is a frequent speaker regarding, Delaware corporate law issues and developments.  He is recognized as a leading Delaware corporate lawyer in Chambers USA, The Best Lawyers in America, and Lawdragon 500 Leading Dealmakers in America.

Mr. Bigler graduated from University of Virginia School of Law and received his undergraduate degree from Washington & Lee University.  He is currently a member of the Tribar Legal Opinion Committee, the NVCA GC Advisory Board, and the editorial board of The Business Lawyer.


David Feirstein is a senior partner in the New York office of Kirkland & Ellis LLP concentrating on mergers and acquisitions, corporate and securities law matters and corporate governance.

He has been recognized in Chambers USA: America’s Leading Lawyers for Business, which said “he is a superstar; he is incredibly smart and very efficient,” and clients “appreciate his ‘extraordinary attention to detail and ability to manage complicated issues and transactions.’” He was also recognized in 2016 and 2014 as a “Rising Star” by Law360 for Mergers & Acquisitions, in The Legal 500 U.S. for M&A: Large Deals ($1bn+) in 2018, 2017 and 2015, and by Super Lawyers for his corporate practice.

David also teaches a class as an adjunct professor at NYU Law on negotiating corporate transactions. He earned his J.D. from the New York University School of Law where he graduated magna cum laude, and earned his B.A. in political science from the University of Pennsylvania.


Eric Schiele is a corporate partner in the New York office of Kirkland & Ellis LLP, and serves as a member of the Firm's Executive Committee. His practice encompasses M&A and public company board and special committee advisory work, as well as hostile takeover and hedge fund activism defense. Over the course of his career, Eric has advised on announced M&A transactions with an aggregate value of over $1 trillion.

Eric has been repeatedly recognized as a leading lawyer in mergers and acquisitions. In 2020, Eric was one of six M&A attorneys nationwide chosen as a Law360 MVP, and one of seven attorneys nationwide chosen by The American Lawyer as a finalist for its 2020 “Corporate Lawyer of the Year” award. He was recognized for his M&A work by Chambers USA: America’s Leading Lawyers for Business from 2015 through 2021. Eric was also recognized by IFLR1000 from 2015 through 2021 and was named to Lawdragon’s list of the “500 Leading Lawyers in America” in 2016, 2017, 2020, and 2021. 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 work on mergers & acquisitions (large deals – $1bn+) in 2018 through 2020, for his transactional work in the telecoms and broadcast industry in 2014 and 2017, and for his transactional work in the technology industry in 2015.

Eric is a frequent speaker on M&A topics, including co-chairing PLI’s Hot Topics in Mergers and Acquisitions conferences from 2014–2020 and chairing its Shareholder Activism conference in 2016 and co-chairing it in 2018 and 2019.

Eric graduated summa cum laude from Ohio Wesleyan University and earned his J.D. with the highest honors from The University of Texas at Austin School of Law.


Erin Bass-Goldberg is a Managing Director in the New York Office of FW Cook. She joined the firm in 1998 and is located in Philadelphia. Her client assignments have been with both public and private companies in various industries. Erin’s consulting engagements focus on development of executive compensation strategy, design of annual and long-term incentive programs, and transaction-related executive compensation issues.

Erin serves as the independent advisor to Compensation Committees. She is an author and contributor to the firm’s technical papers and studies and is a speaker on executive compensation issues.

Previously, Erin was employed as an executive compensation consultant with The Hay Group and as an auditor and structured finance consultant with Arthur Andersen. She is a graduate of Lafayette College (BA, business and economics) and Columbia Business School (MBA, with concentration in finance and management).

 


Gayle Turk is a Partner at Centerview Partners where she is one of the leaders of the firm’s work in the general industrials sector.  For over 20 years, Ms. Turk has advised companies on strategic and M&A matters, including buy-side, sell-side, spin-offs, split-ups, special committee assignments, strategy development, investor messaging and shareholder activism.  At Centerview, she has completed significant transactions for some of the largest companies in the industrial space, including Honeywell, Emerson, Johnson Controls, Dover, 3M and General Electric.   

Prior to joining Centerview Partners, Ms. Turk was a Managing Director at Evercore Partners where she was an M&A specialist with experience in a broad range of sectors.  Ms. Turk started her career at McKinsey & Company, where she focused on strategy, marketing and operations for consumer companies.

Ms. Turk received a B.A. magna cum laude from Harvard University, and an M.B.A. with honors from Harvard Business School.  She is a member of the Council on Foreign Relations and the Dean’s Advisory Council at the Radcliffe Institute for Advanced Studies at Harvard University.  Gayle resides in New York City with her husband and daughter. 


Janis Meyer advises lawyers, law firms and corporate legal departments on professional responsibility, risk management and lawyer regulation. Having served as the general counsel of a global law firm, she is familiar with a broad spectrum of issues arising in law firms and assists clients on a variety of matters relating to law firm organization, management, policies, mergers and structure as well as the rules governing lawyer conduct. Janis was a partner and General Counsel of Dewey & LeBoeuf and its predecessor, Dewey Ballantine, and served as a member of the two-person wind-down committee that oversaw Dewey & LeBoeuf's bankruptcy filing and the subsequent wind-down of the firm.   She is a prolific speaker on ethics and risk management issues at conferences throughout the country, as well as the UK.  She has recently focused on the effect of the pandemic on the future of law practice. 

Janis is a Special Professor of Law at The Maurice A. Deane School of Law at Hofstra University, where she teaches "Legal Ethics" and a Lecturer in Law at Columbia University School of Law, where she teaches "Professional Responsibility." 

 


Michael J. Schobel is a partner in Wachtell Lipton’s Executive Compensation and Benefits Department. He focuses on executive compensation and employee benefits matters, principally in connection with mergers and acquisitions and other business transactions. Mr. Schobel also advises public and private companies on the design, implementation and administration of equity and cash compensation arrangements, the negotiation of executive employment agreements and related corporate governance and disclosure matters.

Michael was named a Rising Star by Law 360  in 2019, recognizing him as one of the country’s top five executive compensation and employee benefits lawyers under 40He received a B.A. cum laude from the College of William and Mary in 2006. Mr. Schobel completed a J.D. with high honors from Duke University School of Law in 2009 where he was a member of the Order of the Coif and an articles editor of the Duke Law Journal.

Mr. Schobel is a member of New York State Bar Association.


Paul M. Tiger is a New York M&A partner and the head of the US corporate group at Freshfields. Paul advises on complex public and private M&A transactions and private equity investments. He also counsels companies and their boards on stockholder activism, corporate governance and fiduciary duty considerations. He has deep experience with strategic carve-outs, technology and industrial roll-up strategies, de-SPAC transactions and PIPE financings. He is regularly invited to speak at conferences and by the media on corporate law topics.

Paul has been recognized among the 500 leading dealmakers in the United States in 2021 by Lawdragon 500, as a rising star for M&A by Law360, and among leading lawyers for M&A and activism by Legal 500 and M&A by IFLR1000.

Paul received his J.D., with distinction, from Stanford Law School and his B.A., summa cum laude, from University of Oregon.


Rita O’Neill is a partner in Sullivan & Cromwell LLP’s General Practice Group and serves as co-head of the Global Private Equity Group. She has a broad-based practice that includes advising clients on mergers and acquisitions and securities offerings, and providing general corporate advice on disclosure and governance. She has advised clients in a wide range of industries, including consumer and retail, financial institutions, healthcare and life sciences, industrials, telecommunications and transportation. She has been widely recognized by industry publications for the complex and strategic transactions in which she specializes and for her contributions to the legal profession. Rita is ranked by Chambers USA in Corporate/M&A: Private Equity and was named among the Los Angeles Business Journal’s “Most Influential Private Equity Investors & Advisors” in 2019.

Rita has advised on a variety of complex matters for her clients. Recently she has advised: Arconic Corporation, Ares Management, The AZEK Company, Crescent Capital, Delaware Life Insurance Company, Houlihan Lokey, Juniper Networks, Lion Capital, MUFG Union Bank, Oaktree Capital Management, Ontario Teachers’ Pension Plan, Pabst Brewing Company, Parkland Corporation, Royal Philips, Tinicum Capital Partners and Versa Capital Management.

Rita devotes a significant portion of her time to giving back to the legal community. She is a member of S&C’s Women’s Initiative Committee and Co-Chair of the ABA’s Women in M&A Subcommittee. She is also Co-Chair of the ABA’s Acquisition of Public Companies Subcommittee and Former Chair of its M&A Market Trends Subcommittee and its Deal Points Study on Carveout Transactions. Rita also serves as Co-Chair of the Tulane Corporate Law Institute. She is also the co-founder and co-chair of the Women in M&A Network, a national network of senior women dealmakers focused on business generation. She is an active provider of pro bono legal services with a particular focus on education, foster youth and animal rights.

Education

Boston College Law School, J.D. 2004
Wellesley College, B.A. 1993


Damara Chambers is a partner in the Washington office of Latham & Watkins and co-leads Latham’s CFIUS & US National Security Practice. She focuses her practice on cross-border investment, international trade, and national security matters.

Ms. Chambers advises foreign and domestic clients on complex US national security regulatory issues involving:

  • Reviews conducted by the Committee on Foreign Investment in the United States (CFIUS);
  • Facility security clearances and the mitigation of foreign ownership, control, or influence (FOCI);
  • US export controls; and 
  • US economic sanctions.

Ms. Chambers has extensive experience representing clients in all aspects of national security reviews before CFIUS. She has represented clients in a variety of landmark CFIUS matters and brings experience in negotiating some of the most significant national security agreements with the US government.    

In her national security practice, Ms. Chambers also counsels clients on obtaining facility security clearances, adjudicating FOCI, and negotiating FOCI mitigation agreements with the Department of Defense’s Defense Counterintelligence and Security Agency (DCSA), the Department of Energy, and other cognizant security agencies under applicable national industrial security regulations. She also advises clients regarding negotiating, implementing, and complying with various types FOCI mitigation instruments.

In her export controls and sanctions practice, Ms. Chambers advises companies on:

  • Compliance with the Export Administration Regulations (EAR), the International Traffic in Arms Regulations (ITAR), and nuclear export controls administered by the Department of Energy and the Nuclear Regulatory Commission (NRC)
  • Economic sanctions administered by the Treasury Department’s Office of Foreign Assets Control (OFAC) 
  • Import and licensing requirements imposed by the Bureau of Alcohol, Tobacco, Firearms, and Explosives (ATF) 

She also frequently advises on export control and economic sanctions issues in mergers, acquisitions, and divestitures.

Ms. Chambers frequently speaks and writes on CFIUS and trade controls topics.

Ms. Chambers also represents clients in federal court litigation and maintains an active pro bono practice. Her work includes advising clients in victim compensation, interpleader actions, and immigration matters. 

Ms. Chambers has earned widespread recognition for both her commercial and pro bono work. She has consistently been ranked in Chambers USA and Chambers Global for her work on CFIUS and FOCI matters. Her honors also include being named a Top Advisor by Foreign Investment Watch in 2020 and 2021 and a 2015 Pro Bono Publico Award honoree by the Legal Aid Society. 

Ms. Chambers began her legal career as a law clerk to Judge Juan R. Torruella on the United States Court of Appeals for the First Circuit. 

Prior to entering the practice of law, Ms. Chambers served as a US Navy Officer in the Naval Nuclear Propulsion Program. She has held other positions within the federal government as well, including Special Assistant to the Secretary of Energy and Legislative Fellow with the US Senate Committee on Finance.


Dusty is Co-Chairman of Global Mergers & Acquisitions (M&A).  Previously, he was global co-head of the Industrials Group and co-head of M&A Americas.  He joined Goldman Sachs in M&A in 1991.  Dusty was named managing director in 1999 and partner in 2000.  Dusty was named top Industrials M&A “Rainmaker” and one of the Top 50 M&A “Rainmakers” on Wall Street by Dealmaker Magazine in 2007.


Jay Ewart's practice has included representing clients in government merger reviews, litigating civil antitrust cases, and counseling clients on competition issues related to the Hart-Scott-Rodino Act, the Robinson-Patman Act, the Clayton Act, and the Sherman Act.  Recent matters include government investigations into Penguin Random House’s proposed acquisition of Simon & Schuster, AT&T’s sale of its Puerto Rico and US Virgin Islands assets to Liberty Latin America, and AT&T in its acquisition of Time Warner Inc.

 

Education

  • JD, Emory University School of Law, 2003, with high honors, Order of the Coif
  • BA, George Washington University, 1998, cum laude


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, he 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 more than 30 years of experience in all aspects of financial advisory services.  He has advised both domestic and international clients across multiple industries, on a broad variety of assignments including mergers, acquisitions, divestitures, proxy contests, hostile transactions,  shareholder activism and defense preparations  including ongoing communication strategy, special committee assignments, and debt and equity capital raisings. Prior to banking, he worked as a Certified Public Accountant.  He is member of the board of the Indiana University Foundation, a Dean’s Advisory Council Member for the Kelley School of Business at Indiana University; and a former Trustee at the University of Chicago.  He is a Trustee for the Studio Museum in Harlem where he serves as treasurer. In addition, he sits on the board of directors for the Gordon A. Rich Foundation, which provides college scholarships for worthy high school students.