An overview of trends from the 2021 proxy season
Corporate and M&A
The firm you need when it matters most.
As an M&A leader, we handle the largest and most complex domestic and cross-border transactions.
Our teams in New York, Silicon Valley and Washington, DC advise companies, their boards and special committees on a broad range of matters, including public and private M&A, carve-outs, spin-offs, split-offs, joint ventures and strategic alliances. We also advise on private equity and venture capital investments.
We work hand-in-glove with a fully integrated, highly-regarded group of transaction specialists to deliver sophisticated advice on complex matters, comprising antitrust, CFIUS, IP/data, compensation and benefits, tax, finance and M&A litigation disciplines. Our multidisciplinary group has deep experience advising on sensitive matters involving hostile M&A, takeover defense, shareholder activism and other efforts for corporate control, allowing us to proactively and successfully mitigate situations involving active shareholders.
Our US M&A team is an integral part of our global M&A practice, which consistently ranks among the top five firms for global M&A. By tapping into our network of 28 offices around the world with seven “Band 1” rankings (including across M&A, antitrust, tax and executive compensation), we are well-prepared to help service our clients wherever their businesses take them.
Advising Cargill Incorporation and the buyer consortium on the pending $4.5 billion take-private of Nasdaq-listed Sanderson and simultaneous formation of JV with Continental Grain and private acquisition of Wayne Farms
Advising Western Union on the $910 million sale of Western Union Business Solutions to Goldfinch Partners and Baupost Group
Advising AstraZeneca on its pending $39bn acquisition of Alexion Pharmaceuticals.
Advising Honeywell on the combination of Honeywell Quantum Solutions and Cambridge Quantum Computing and acquisition of a majority stake in the combined company.
Advising Universal Music Group on the $4bn acquisition by SPAC Pershing Square Tontine Holdings of 10% of UMG from Vivendi and separation of UMG from Vivendi; previously advised UMG on the $3.4bn sale of 10 percent of its equity by parent Vivendi to Tencent and related option for Tencent Music to acquire a minority stake in Universal Music's greater China business.
Advising Cazoo on its pending $7bn business combination with US SPAC AJAX I, including a concurrent $800 million PIPE.
Advising Google on its $4.5bn transaction with Jio Platforms, including investment and governance arrangements, and commercial agreements to develop an affordable smartphone with an optimized operating system.
Advising Sitel on its $2.2bn take-private of Sykes Enterprises.
Advising Americold on its $1.74bn acquisition of Agro Merchants Group from Oaktree Capital.
Advising Hewlett Packard Enterprise on its $925m acquisition of Silver Peak.
Advising ams OSRAM on the sale of its Digital Systems business in North America to Acuity.
Advising CarLotz on its $827m merger with SPAC Acamar Partners Acquisition Corp.
Advising London Stock Exchange Group on its $27bn acquisition of Refinitiv from a consortium including Blackstone, CPPIB, GIC and Thomson Reuters.
Advising the Special Committee of Independent Directors of Emerald Holding on a convertible preferred stock PIPE led by Onex Corporation.
Advising KLX Energy Services on its all-stock merger with Quintana Energy Services; previously advised KLXE on its spin-off from KLX Inc. and acquisitions of Motley Services, Tecton Energy Services and Red Bone Services.
Advising Stagwell Media on its business combination with MDC Partners.
Advising Starbucks Corporation on its $7.15bn global coffee alliance with Nestlé.
Advising One Equity Partners on its acquisition of Spartonics, Sparton Corporation's manufacturing and design business.
Corporate blog posts
End of "liquidity premium" to unleash shareholder activism: Companies will face questioning from investors on how to allow allocate excess funds
Article originally appeared in The Financial Times.Publicly traded companies are increasingly hearing privately from investors that the era of the “liquidity premium” is coming to an end. This fading…
New US Law Imposes Significant New Obligations on “Beneficial Owners” of Certain Reporting Companies
This year’s National Defense Authorization Act (NDAA), which passed over President Trump’s veto on New Year’s Day, requires the US Department of the Treasury to establish a registry of the individual…
Goldilocks and the Relevant Market: Getting Market Definition Just Right in FTC v. Peabody/Arch Coal
The recent US Federal Trade Commission (FTC) win in its challenge to block a proposed joint venture between Peabody and Arch Coal, the two largest producers of coal in the Southern Powder River Basin…
Delaware Chancery Court rules that pre-closing attorney client privilege over deal related communications stays with sellers in an asset purchase
The Delaware Court of Chancery (Vice Chancellor Zurn) recently held in DLO Enterprises, Inc. v. Innovative Chemical Products Group, LLC, 2020 WL 2844497 (Del. Ch. June 1, 2020), that the seller in an…
Third Circuit allows securities class action to proceed past pleading stage on theory that merger proxy did not adequately disclose regulatory risks
Court Ruling: Jaroslawicz v. M&T Bank Corp., et al., No. 17-3695 (3d Cir. June 18, 2020) (precedential opinion)The Third Circuit Court of Appeals recently denied an attempt to dismiss a Section 14(a)…
NYSE and Nasdaq provide temporary relief from shareholder approval requirements for certain capital-raising transactions
Editor's note: this post has been updated on May 18, 2020 to include new rule exceptions adopted late last week by the NYSE.In continuation of the efforts by Nasdaq and the NYSE to provide companies,…
Waste not, want not: Delaware sounds a warning to directors and officers contemplating distressed acquisitions
A warning to potential acquirors of distressed targets appears at the end of the Delaware Court of Chancery’s recent opinion in In re Tesla Motors, Inc. Stockholder Litigation.The suit challenges the…
Matthew F. Herman Partner
Sebastian L. Fain Partner
Paul Humphreys Partner
Andrea Merediz Basham Partner
Menachem Kaplan Partner
Joseph Halloum Partner
Elizabeth K. Bieber Counsel
Zheng (Jonathan) Zhou Counsel