Practice Areas & Industries: Cadwalader, Wickersham & Taft LLP

 





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Practice/Industry Group Overview

The team is "exceptional in its proactiveness, commercial skills and general ability to get down and do deals" - Chambers USA

Cadwalader's Corporate Department is comprised of teams of lawyers with wide ranging expertise in all forms of complex corporate transactions, including mergers and acquisitions and securities, private equity, and all forms of debt and equity finance, as well as in related disciplines critical to successfully consummating such transactions. Our clients are a veritable "who's who" of corporations and financial institutions, including: domestic and international public and private companies ranging from entrepreneurial start-ups to mature multinational corporations operating in virtually every industry and service sector; and significant financial institutions, including commercial and investment banks, brokerage houses, insurance companies, pension funds and venture capital funds.

The firm is widely respected for our ability to structure and coordinate all aspects of complex deals and to collaborate closely with colleagues in legal areas such as antitrust, environmental, employee benefits, insolvency, litigation, real estate and tax. In addition, we are proficient at coordinating and guiding other professionals, such as accounting, actuarial, and investment banking firms, to complete transactions in the most efficient, effective manner.


 

Services Available

 

Clients:
Bear Stearns & Co., Quaker Oats Company, Pfizer Inc., Merrill Lynch, CBS, U S WEST (now part of Qwest Communications International), General Electric, General Motors, MediaOne Group (now part of AT&T), Toys "R" Us, U.S. Industries, J. C. Penney, Park Place Entertainment

 
 
Articles Authored by Lawyers at this office:

What you need to know about Hong Kong Competition Law (Part 5) - Investigation and Enforcement
Simon H. Berry,Alec J. Burnside,Viola Jing,Michael Liu,Jane Ng, December 07, 2015
The implementation of the new Competition Ordinance (Chapter 619 of the Laws of Hong Kong) (the Competition Ordinance) on 14 December 2015 will mark the first time that Hong Kong has a general and cross-sector competition law.

What You Need to Know About Hong Kong Competition Law (Part 4) - The Merger Rule and the Telco Rule
Simon H. Berry,Alec J. Burnside,Viola Jing,Michael Liu,Jane Ng, December 02, 2015
The implementation of the new Competition Ordinance (Chapter 619 of the Laws of Hong Kong) (the Competition Ordinance) on 14 December 2015 will mark the first time that Hong Kong has had a general and cross-sector competition law.

ISS Accepting Company-Selected Peer Group Submissions, including, for the first time, companies in the Russell MicroCap Index
Christopher T. Cox,William P. Mills,Gillian Emmett Moldowan, November 30, 2015
Companies in the Russell 3000 and Russell MicroCap Index with annual meetings scheduled between February 1, 2016 and September 15, 2016 may submit updates to their self-selected compensation benchmarking peer groups from 9:00 AM EST on Tuesday, November 24, 2015 through 8:00 PM EST on Friday,...

M&A Update: Chancery Court Finds Merger Price to be Most Persuasive Factor in Appraisal Action
Joshua Apfelroth,Gregory A. Markel,William P. Mills,Brittany Schulman,Martin L. Seidel, November 05, 2015
In a recent decision in an appraisal action, the Delaware Chancery Court reaffirmed the Court’s reluctance to substitute its own calculation of the “fair value” of a target company’s stock for the purchase price derived through arms-length negotiations, provided it resulted...

Chancery Court Provides Lessons on Conflicts of Interest in a Sales Process - Holds Only Financial Advisor Open to Liability
Joshua Apfelroth,Gregory A. Markel,William P. Mills,Brittany Schulman,Martin L. Seidel, October 23, 2015
In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. The Court, however, permitted a claim to proceed against Merrill...

Delaware Court Leaves Ousted Executive on His Own for Legal Fees
Gregory A. Markel,William P. Mills,Brittany Schulman,Martin L. Seidel, September 23, 2015
In a September 11, 2015, decision, the Delaware Chancery Court denied a former officer and director advance reimbursement of legal fees in a dispute with his company, despite his insistence that multiple corporate documents and Delaware law entitled him to advancement. The opinion underscores the...

Delaware Court Finds Dole Executives Personally Liable for Millions in Damages for Defrauding Stockholders in Buy-Out and Undermining Special Committee Process
Richard M. Brand,Gregory A. Markel,William P. Mills,Brittany Schulman,Martin L. Seidel, September 04, 2015
In its August 27th post-trial opinion, In re Dole Food Co., Inc. Stockholder Litigation, the Delaware Chancery Court held Dole executives David Murdock and Michael Carter personally liable for $148 million in damages for undermining and interfering with the special committee’s efforts to...

IRS Mulls Change to Spinoff Rules
William P. Mills,Richard M. Nugent,Linda Z. Swartz, June 10, 2015
In a statement that would mark a stark change in approach, an IRS official recently indicated that the IRS may begin requiring that companies seeking to effect tax-free spinoffs conduct active businesses that represent a minimum percentage of the companies’ assets. The official noted that the...

M&A Update: Delaware Supreme Court Issues Important Ruling Protecting Independent Directors
William P. Mills,Brittany Schulman,Martin L. Seidel, May 25, 2015
On May 14, 2015, the Delaware Supreme Court ruled that claims against independent directors must be dismissed when a company charter provision shields directors from monetary liability for breach of the duty of care and the plaintiffs are unable to plead facts establishing that the directors...

China’s New Foreign Investment Law: Implications for Restricted Industry Investments in China
Rocky T. Lee, March 26, 2015
On January 19, 2015, the Ministry of Commerce (the “MOFCOM”) of the People’s Republic of China (the “PRC”) released a draft of a newly proposed Foreign Investment Law for public comment (the “New Law”). If the New Law is passed by the National...

M&A Update: Market Pressures, Favorable Law Spur REIT Conversions and Spinoffs
William P. Mills,Richard M. Nugent, March 26, 2015
Urged on by activists and institutional shareholders, a large number of companies with real estate holdings pursued real estate investment trust (REIT) conversions or spinoffs in 2014. At least half a dozen companies completed REIT transactions last year, including cell tower company Crown Castle...

SEC Issues Guidance for Shorter Debt Tender Offers
William P. Mills,Daniel F. Zimmerman, March 25, 2015
On January 23, 2015, the Staff of the U.S. Securities and Exchange Commission (the “SEC”) issued a no-action letter that allows certain tender offers for non-convertible debt securities to remain open for five business days, as opposed to the 20 business day period specified in Rule...

New York Enacts Revisions to the UCC
Steven N. Cohen,Lech Kalembka,Bryon Mulligan, March 12, 2015
As many readers are aware, substantial revisions to Article 9 of the Uniform Commercial Code (the “UCC”) became effective in all 50 states and the District of Columbia in 2001 or shortly thereafter.