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Acquiring or Selling the Privately Held Company 2020 NY

Speaker(s): Ackneil M. Muldrow III, Benjamin E. Wallace, David Leinwand, David E. Kahan, David W. Pollak, Douglas T. Schwarz, Edward Kelly, Ellen L. Hayes, Hugo Dubovoy, Jack S. Bodner, Jennifer L. Chu, Joseph A. Castelluccio, Joseph Ehrlich, Kimberly A. deBeers, Michael J. Traube, Scott Crofton, Stephen D. Bohrer, William B. Sorabella
Recorded on: Jun. 22, 2020
PLI Program #: 277853

Douglas T. Schwarz is a trusted advisor to and advocate for employers in all aspects of labor and employment law. He litigates in court, arbitration, and administrative proceedings; counsels employers on human resources matters; negotiates and drafts executive employment and separation agreements; advises on labor and employment aspects of corporate transactions, both domestic and cross-border; and conducts internal investigations of employee complaints. Doug also handles ADA Title III and state law matters involving access of persons with disabilities to public accommodations.

Doug’s clients include financial services firms (mutual funds, hedge funds, private equity, venture capital, commercial and investment banks, wealth management); educational institutions; and media, technology, and telecommunications, pharmaceuticals, and life sciences companies.

He represents numerous non-US companies, from Japan and elsewhere in Asia, the United Kingdom, and Europe, regarding their US labor and employment matters, and US companies on international labor and employment issues.

Doug’s experience includes litigating claims of discrimination, harassment, and reasonable accommodation (race, gender, age, disability, pregnancy, sexual orientation, religion), whistleblower retaliation, wage and hour violations (bonus, commission, overtime and minimum wage), non-competition, non-solicitation, and trade secret breach, defamation and privacy; counseling on reorganizations, reductions-in-force, and executive hiring and termination matters; developing and implementing litigation-avoidance strategies, diversity and affirmative action plans, and training programs on harassment prevention, diversity, and performance management; and advising on government audits (by OSHA, the Department of Labor and OFCCP) and labor-management relations.

He also serves as an arbitrator and mediator.

Doug represents clients in a range of other matters, including housing, education and public accommodations discrimination.

Doug has served in government as commissioner of the Massachusetts Commission Against Discrimination (MCAD), as an assistant attorney general in the Civil Rights Division of the Massachusetts Office of the Attorney General and as a US District Court law clerk.

He is a graduate of Dartmouth College, 1981, Bachelor of Arts, and Harvard Law School, 1986, Juris Doctor.

Joe Ehrlich he serves as the National Practice Leader for Brown & Brown Specialty Risk Solutions’ Private Equity, Family Office, and M&A practice group. Joe has extensive experience identifying, structuring, and providing insurance products and solutions for private equity firms, family offices, and other individual and strategic investors. He is a frequent presenter on M&A / Transactional Insurance and other related topics at conferences and for various professional groups, law firms, and other organizations and groups.

Joe graduated Columbia University and received his Juris Doctor degree from New York University’s School of Law. He serves on the Board of Visitors for Columbia University’s School of General Studies. He is also Chair of Columbia University’s Benefits Committee and a member of the Columbia Alumni Association’s (CAA) Strategic Planning Committee. In addition, Joe serves on several other CAA committees, including the Digital Engagement Committee and the CAA Scholarship Committee. Joe is a member of the Board of Trustees for the Saint Anthony Hall of New York, the Saint Anthony Hall Foundation, and the Board of Directors of the Columbia University Club of New York. Joe is also a board member and former president of the NYU Law Alumni Association.

Ackneil M. (Trey) Muldrow III, Partner in Charge of the New York office at Akin Gump Strauss Hauer & Feld LLP. He principally focuses his practice on merger and acquisition transactions and corporate governance counseling.

Trey draws on more than two decades of legal experience when sharing legal advice with clients in facilitating complex domestic and international commercial transactions. His transactional experience includes mergers and acquisitions, divestitures, joint ventures and control investments across a variety of industries. Trey’s client relationships include a broad range of corporations and financial sponsors, including investment funds, sovereign and fundless sponsors, as well as business development companies.

In addition to his transactional matters, Trey is frequently called upon to advise senior executives and boards of directors of private and exchange listed companies on sophisticated corporate governance matters as well as with respect to compliance with the federal securities laws. He is recognized as a leading lawyer advising on restructurings of private equity and other investment vehicles, and has led a number of high-profile and precedent-setting transactions.

Education: J.D., University of Virginia School of Law, 1995; A.B., Princeton University, 1992; Bar Admissions, New York.

Corporate • Mergers and Acquisitions • Corporate Governance • Private Equity • Special Situations

David E. Kahan is a partner in Wachtell, Lipton, Rosen & Katz’s Executive Compensation and Benefits Department, and is active in the firm’s mergers and acquisitions practice, focusing on the executive compensation and employee benefits aspects of transactions.  He also advises companies on executive compensation and related corporate governance matters.

Mr. Kahan received a B.A. from the University of Pennsylvania in 1995, and a J.D. from Columbia Law School in 2000, where he served on the Columbia Law Review. He served as a law clerk to the Honorable Robert A. Katzmann of the United States Court of Appeals for the Second Circuit during the 2001-2002 term.

Mr. Kahan frequently writes and speaks on executive compensation and corporate governance issues.  Mr. Kahan has authored or co-authored articles in several publications, including M&A Lawyer, Wall Street Lawyer, Tax Notes, and the Bank and Corporate Governance Law Reporter and is co-author of the firm’s Compensation Committee Guide.  Mr. Kahan is active in various professional and community organizations, and is a past chair of the executive compensation and nonqualified plans subcommittee of the New York City Bar Association.

David Leinwand is a partner based in Cleary Gottlieb’s New York office. His practice focuses on merger and acquisition transactions.

He has represented a broad array of buyers and sellers, as well as their financial advisors, in a wide variety of public and private deals. In particular, David has significant experience advising private equity firms in their acquisitions and dispositions. He also provides advice regarding governance matters and the fiduciary duties of officers and directors to corporations and their boards.

Over the past few years, David has worked on a number of high-profile deals involving companies in a range of industries, including consumer products and retail, energy, financial services, information technology, and pharmaceuticals and biotechnology.

David joined the firm in 1992 and became a partner in 2000. He received a J.D., magna cum laude, from Harvard Law School and a B.S., summa cum laude, from the University of Pennsylvania Wharton School of Business.

David W. Pollak has more than 30 years of experience as a corporate lawyer. He represents clients in merger and acquisition transactions and public and private offerings of securities, including initial public offerings. David works closely with life sciences, financial services, technology, information services, and investment banking clients, and represents private equity firms. David serves as the firm’s Managing Partner of Operations, responsible for the firm’s financial performance, and is a member of the firm's Management Committee.

David served as leader of the firm’s business and finance practice for seven years, an elected member of the firm’s Compensation Committee for eight years, and an Advisory Board member for six years. He teaches a third-year course in negotiating skills in the context of M&A and securities transactions as an adjunct professor at New York University School of Law.



Represented Cambridge Global Payments in its sale, for approximately C$900 million, to Fleetcor.

Represented Mercury Payment Systems in its sale, for approximately $750 million, to Silver Lake Partners.

Represented Health Net, Inc. in its $6.8 billion cash and stock merger with Centene Corporation.

Represented Nash Finch Company in its $1.3 billion merger with Spartan Stores Inc.

Represented Electra Ltd. in its acquisition of Gilston Electrical and Hellman Electric.

Represented Anterios, Inc. in its sale to Allergan.

Represented Portware in its sale for $265 million to FactSet.

Represented BlackBerry in its acquisition of AtHoc, Inc.

Represented BlackBerry in its acquisition of WatchDox, Inc.

Represented BlackBerry in its acquisition of Movirtu Limited.

Represented Conifer Securities in its sale to The Carlyle Group.

Represented SpartanNash in its acquisition of Caito.

Represented SpotOn Transact in its acquisition of EmaginePOS Inc.

Represented FastPay in its acquisition of AnchorOps.

Represented Nash Finch Company in its asset acquisition of Bag 'N Save.

Represented BlackBerry in its sale of its subsidiary, Newbay Software Limited.



University of Chicago Law School, J.D.

Princeton University, A.B., summa cum laude

Ellen Hayes is a seasoned finance lawyer with 20+ years of experience as a partner at two top tier international law firms. She currently leads a team in New York responsible for advising Linklaters LLP on risk management issues related to the Americas and U.S. lawyers worldwide, including professional responsibility issues. She has diverse experience leading multi-lawyer teams in complex and sophisticated transactions, including for leading international investment banks. Prior to joining Linklaters LLP Ellen was a partner in Freshfields Bruckhaus Deringer US LLP’s New York office.  Earlier in her career she was Principal Counsel at International Finance Corporation and a partner at the Toronto law firm Torys LLP. Ellen has been recognized in Legal 500 and the IFLR as a leading structured finance lawyer. Ellen is qualified in New York, England & Wales and Ontario, Canada. She is a past member of the New York City Bar Committee on Professional Responsibility and is a regular speaker on ethics and legal opinions issues.

Hugo Dubovoy advises on corporate compliance, M&A, cross-border transactions and complex commercial arrangements in Latin America. Mr. Dubovoy is a former president and current board member of the US-Mexico Chamber of Commerce's Mid-America Chapter. He has also served as in-house counsel to the Mexican government and to the Mexican subsidiaries of large multinationals companies. He is fluent in English and Spanish and is admitted to practice Mexican Law.  He graduated summa cum laude from the Universidad La Salle Law School (Mexico City) in 1983.

Practice focus

Mr. Dubovoy regularly advises multinational companies across all industries on foreign investment, international joint ventures, restructurings, cross- border transactions and complex commercial and licensing arrangements. These include mergers and acquisitions, structuring, starting and conducting their operations, and green field projects. Mr. Dubovoy also assists clients in doing business internationally.

Representative clients, cases or matters

  • Represented a food industry manufacturer with respect to initiating manufacturing operations in Mexico, from project structuring, land purchase, construction, regulatory approvals and permits, and hiring.
  • Represented a beverage alcohol manufacturer in its acquisition of a state-of-the-art brewery located in Mexico.
  • Represented a truck manufacturer with respect to initiating manufacturing operations in Mexico, from project structuring, land purchase, construction, regulatory approvals and permits, and hiring.
  • Advised a dairy industry manufacturer with respect to the sale of its products in Mexico.
  • Advised an air conditioning equipment manufacturer on its Latin American commercial agreements.
  • Represented a technology and defense company in relation to government procurement contracts in Mexico.
  • Represented an outdoor power equipment manufacturer with respect to terminating and replacing its Latin American distributors.
  • Represented an electronic equipment manufacturer in its joint venture with a leasing company to serve the Mexican market.
  • Advised a tobacco company on its acquisition of a Mexican cigarette manufacturer.
  • Represented a major financial institution coordinating complex commercial and criminal litigation in Mexico.

Jack S. Bodner is a partner in the firm’s Mergers and Acquisitions and Corporate Governance groups. He has more than 25 years of experience in advising acquirers, targets, investors, boards of directors, special committees, and investment banks in domestic and cross-border negotiated and unsolicited mergers and acquisitions transactions. 

Mr. Bodner’s practice also includes counseling clients on corporate and governance related matters, including compliance and disclosure issues, shareholder rights plans and proxy contests, and other defense and takeover measures.  Mr. Bodner received his J.D. from New York University School of Law, where he was elected Order of the Coif, and his B.A., magna cum laude, from New York University.

Jennifer Chu is a corporate partner and member of the firm’s Mergers & Acquisitions and Private Equity Groups. Her practice focuses on advising corporations and private equity firms in mergers and acquisitions, joint ventures and other corporate matters, across a broad range of industries with a particular focus on transactions in the healthcare, financial services and insurance industries. Ms. Chu is recognized as a Next Generation Lawyer by The Legal 500 US (2019), where she is described as “very seasoned in handling private equity matters.” She co-led The Deal’s “Private Equity Deal of the Year” (2018) for representing TPG Capital and Welsh, Carson, Anderson & Stowe, with Humana, in their $4.1 billion acquisition of Kindred Healthcare. Ms. Chu is recognized as a leading M&A and private equity lawyer by IFLR1000 (2020), and as a Rising Star by Law360 (2019). She was also named to Crain’s New York Business’s 2019 list of “Notable Women in Law” and selected as a Rising Star by the New York Law Journal (2017).

Ms. Chu publishes and speaks regularly on M&A and private equity matters. She is a contributing author to the annual Health Care Mergers and Acquisitions Answer Book (Practising Law Institute, 2019), an extensive reference guide addressing structuring, regulatory, due diligence and documentation issues in healthcare M&A and licensing transactions. Her articles include: co-author of “How Tax Reform Could Impact the Healthcare Industry,” Law360 (November, 2017); “How Section 1332 Waivers Could Impact Health Care Reform,” Law360 (July, 2017); “Shining a Light on GOP Plan for Health Care Reform,” Law360 (March, 2017); “The Outlook For The Pharmaceutical Industry Under Trump,” Law360 (January, 2017); “The Outlook on Drug Pricing: At What Cost?,” Law360 (December, 2016) and “A Closer Look: Increased Cybersecurity Regulations are Impacting the Insurance and Financial Technology Sectors,” Best's Review (June, 2015). She is an editor of The Debevoise & Plimpton Private Equity Report.

Ms. Chu’s recent ?speaking engagements include “Indemnification Issues,” Acquiring and Selling the Privately Held Company 2018 (June, 2018) and “Health Care M&A: Three Hot Topics,” PLI One-Hour Briefing (April, 2017).

Ms. Chu is actively involved in the development of young lawyers, particularly women and diverse lawyers. She co-chairs Debevoise’s Women’s Resource Group and is a member of its Diversity Committee. She serves on the Board of Directors of Practicing Attorneys for Law Students, a not-for-profit organization focusing on enhancing the skills and careers of minority law students and early career lawyers through mentoring, education and professional development opportunities. She has spoken on panels about women in the legal profession, including at the Annual Conference of the National Association of Women Lawyers and at Harvard Law School. She is also a 2015 Alumni of the Fellows Program of the Leadership Council on Legal Diversity, an organization of leading corporate chief legal officers and law firm managing partners.

Ms. Chu joined the firm in 2006. She received her J.D. cum laude from Harvard Law School in 2006, where she served as co-editor-in-chief of the Harvard International Law Journal. She received her M.A. with distinction from the University of London in 2002, and her A.B. magna cum laude from Harvard College in 2001.

Ms. Chu is a member of the Bar of New York.

Joe Castelluccio is a partner in Mayer Brown’s New York office and a member of the firm's Corporate & Securities practice.  He focuses his practice on complex, cross-border M&A transactions, joint ventures, equity financings and other corporate matters for U.S. and multinational companies. As a former investment banker and finance professional, Joe helps clients balance risks and opportunities in a broad array of business transactions with a combination of legal acumen and business experience.

Joe’s M&A, joint venture and other corporate work includes deep experience on cross-border transactions.  He represents companies in a diverse group of industries, including technology, asset management, insurance, transportation and infrastructure, among others.  Joe is a frequent commentator on a variety of M&A issues, including cyber and data privacy issues in M&A transactions.  His four-part report, Missiles, Malware and Merger Management: Why Cybersecurity and Data Privacy Matter to M&A Practitioners, has been published in English and Japanese.

In addition, Joe is the co-leader of Mayer Brown’s transactional liability insurance practice. In this capacity, he draws on his M&A experience in representing underwriters in issuing representations and warranties insurance and other types of transactional insurance in connection with M&A deals.  Joe is also a lecturer in Fordham Law School’s Transactional Skills for Global Legal Practice program and a faculty member for the Practising Law Institute’s seminar on Acquiring or Selling the Privately Held Company. 

Joe is a member of the Legal Advisory Council for Sanctuary for Families, the leading nonprofit organization in New York dedicated exclusively to serving the needs of domestic violence victims, sex trafficking victims, and their children. He is also a member of the Northeast Advisory Board for Youth About Business, a national youth leadership development organization that introduces high school students from diverse and underserved communities to the world of business through intensive summer M&A programs.

Kimberly A. deBeers is a partner in Skadden's Chicago office and has a diverse corporate practice with extensive experience in the area of mergers and acquisitions, joint ventures, securities law and general corporate law matters.

Ms. deBeers regularly represents private equity firms, as well as various private and public corporate clients, on a wide variety of acquisition and sale transactions, leveraged buyouts, capital transactions, spin-offs and various types of recapitalizations and other financing transactions.

Ms. deBeers repeatedly has been selected for inclusion by Chambers USA and has been recognized in The Best Lawyers in America. She also was named as one of the 2014 “BTI Client Service All-Stars” by The BTI Consulting Group for providing outstanding client service. Ms. deBeers speaks yearly at the Practising Law Institute on international issues relating to mergers and acquisitions and spoke for years on securities issues impacting transactions. In 2016, Ms. deBeers was named one of the “Most Powerful and Influential Women” in Illinois by the National Diversity Council.

Ms. deBeers received her J.D. from DePaul University College of Law and her B.S. from the University of Illinois.

Michael Traube has served as lead counsel on numerous public and private M&A transactions.  He has substantive experience representing companies in a broad range of corporate deals, including public and private mergers, joint ventures and strategic investments, proxy contests, carve-out transactions, commercial transactions and services arrangements (including tech-focused arrangements), Section 363 and other asset deals, private equity deals, corporate restructurings, reclassifications and corporate finance. Michael has led cutting-edge technology and media-focused deals around the world, including Europe, Asia and Latin America, for both local and international clients.

Michael graduated Columbia University, School of Law, J.D., Harlan Fiske Stone Scholar 2006-2007; Columbia University, School of Law, J.D.

Midrash Shmuel Talmudical College, B.T.L., 2003


The Legal 500 2019 as a Next Generation Partner: M&A Middle Market.

Rising Star in the 2019 issue of New York Super Lawyers magazine

Mr. Bohrer is a Partner of our Firm and a leader of our Cross-Border Transactions Group.  Mr. Bohrer was previously associated with top-tier U.S. international law firms for 12 years, and has experience running cross-border transactions on the ground in the United States, Japan, Singapore, India, Indonesia, and Thailand.  Mr. Bohrer has represented U.S. and non-U.S. buyers and sellers in cross-border corporate transactions in various industries and deal forms, including stock and asset acquisitions, mergers, private equity and venture capital investments, joint ventures and strategic alliances. 

Since joining Nishimura & Asahi in 2004, Mr. Bohrer has represented numerous multi-national clients in connection with their investments into Japan and their ongoing general commercial transactions (including insurance matters, franchising, licensing, employment, corporate governance and commercial real estate leasing matters).  Mr. Bohrer also has extensive experience leading and documenting Japanese and cross-border due diligence exercises with respect to various industries, and representing Japanese clients in connection with their multi-jurisdiction corporate acquisitions.

Mr. Bohrer has represented U.S. issuers in the United States, foreign private issuers from numerous jurisdictions in Asia and global investment banks in connection with their various capital markets transactions, including registered initial and follow-on public offerings in the United States, Rule 144A/Regulation S equity and debt offerings, block trades, dual listings and privatizations, and also assessing whether exemptions exist to the application of U.S. securities laws to overseas business transactions.  

Mr. Bohrer writes and lectures widely on these and other topics.

William B. Sorabella is a Corporate/M&A partner based in New York City.  His practice focuses on the representation of principals in merger and acquisition transactions, primarily involving public companies.  He regularly represents corporate buyers and sellers, private equity funds and special committees in the purchase, merger and sale of companies and divisional carve-outs and in the formation and dissolution of joint ventures.  He also frequently represents financial advisors in similar transactions.  He also advises clients on corporate governance matters.

William has twice been named as one of the “Dealmakers of the Year” by The American Lawyer, first for his work on behalf of 3G Capital Partners in its $4.0 billion acquisition of Burger King Holdings, Inc. and then for his work on behalf of Blum Capital Partners and Golden Gate Capital in their $2.0 billion acquisition of Collective Brands Inc.  William has also been named as a “Dealmaker of the Week” by The American Lawyer based on his representation of 3G Capital Partners in its acquisition of H.J. Heinz Company, together with Berkshire Hathaway Inc.

William has been recognized by Chambers USA: America’s Leading Lawyers for Business in Corporate/M&A, which noted that he is a “very careful and meticulous” lawyer who “leaves no stone unturned.”  Sources say he has “excellent interpersonal skills” and “gets things done in a variety of environments.”  William was recognized in The Legal 500 U.S. for his work in M&A: mega-deals (1bn+) as an attorney who “provides critical support and is very knowledgeable on M&A matters.”  William has been selected and profiled as a “Rising Star” and twice as a “M&A MVP” by Law360 and named as a New York “Rising Star” by Super Lawyers.  His innovative work on transactions has also been recognized by several other publications, including The Financial Times in its U.S. Innovative Lawyers Report.

Recent clients include corporate clients Amryt Pharma plc, Made In Space Inc., Tronox Holdings plc, Prevtec Microbia Inc., Civitas Solutions, Inc., Restaurant Brands International Inc., Huntsman Corporation, Exelon Corporation, Exela Technologies Inc., Micro Focus International plc, Sagent Pharmaceuticals, Inc. and Innophos Holdings, Inc.; private equity sponsors 3G Capital Partners Ltd., L Catterton, GTCR LLC and The Carlyle Group; and numerous investment banks.  He has worked on matters across a wide range of industries, including healthcare, pharmaceuticals, industrials, chemicals, energy, food and beverage, retail, software, hardware, financial services and hospitality.

Ben is a Managing Director in the Healthcare Investment Banking Group and a member of the Mergers & Acquisitions Group, based in New York.  Ben has advised on over $600 billion of announced transactions across a variety of mergers, divestitures, unsolicited M&A, corporate defense and other structured transactions.  Prior to joining Goldman Sachs as a Managing Director, Ben was a Managing Director in the Mergers & Acquisitions Group at J.P. Morgan. 

Ben earned a BA in Business Economics, magna cum laude, from the University of California, Los Angeles and an MBA from the University of Chicago.  He resides in New York City with his wife and two sons.

Ed provides intellectual property advice and legal opinions and represents clients with appeals at the U.S. Patent Trial and Appeals Board, oppositions before the European patent office, and re-examination proceedings at the U.S. Patent Office. He also provides strategies for securing patents, trademarks and copyrights to a broad range of clients.

Ed works with a number of clients, protecting and defending IP related to medical devices, telecommunication, technology, semiconductor and MEMs technology, computer network technologies, and software. He also represents clients during investments, on legal opinions and with licensing. He has extensive experience before the Board of Appeals at the U.S. Patent Office, and before the examining and opposition division of the European Patent Office.

Prior to becoming an attorney, Ed worked as a hardware and software design engineer in the Signal Processing Group of Raytheon, the Benjamin Franklin Institute for Robotics, and the medical electronic division of Hewlett-Packard (now Philips).

Recognized as a “Rising Star in M&A” by IFLR1000 in 2018 and 2019 and named a winner of M&A Advisor’s “Emerging Leader Award” in 2016, Scott Crofton is a partner in Sullivan & Cromwell’s Mergers and Acquisitions Group. He advises public and private companies, boards of directors and special committees on noteworthy domestic and cross-border transactions, alliances and joint ventures, and special situations and structures, including a variety of deferred consideration structures.

Mr. Crofton has recently advised on a broad range of complex M&A transactions, including advising: DISH Network Corporation in its agreement with T-Mobile, Sprint and the U.S. Department of Justice under which DISH will acquire Sprint’s prepaid wireless business and enter the U.S. wireless market as the fourth nationwide facilities-based provider; Harris Corporation in its $35 billion merger of equals with L3 Technologies; The Weir Group in its $1.3 billion acquisition of ESCO; Tenaris S.A. in its $1.2 billion pending acquisition of IPSCO Tubulars from PAO TMK; Apple Tree Partners in Syntimmune’s acquisition by Alexion Pharmaceuticals for up to $1.2 billion; Genesis Robotics in its strategic controlling investment from Koch Chemical Technology Group; United Rentals in its $1.3 billion topping bid for Neff; and Navistar International in its strategic alliance with TRATON AG (f/k/a Volkswagen Truck & Bus).


Columbia Law School, J.D. 2006
University of Richmond, B.A. 2002