Joshua Apfelroth

Special Counsel
New York,  NY  U.S.A.
Phone212 504 6391

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Experience & Credentials

Practice Areas

  • Corporate
    University American University, B.A., Justice, 2003
    Law SchoolAmerican University, Washington College of Law, J.D., 2006
    Admitted2007, New York and New Jersey

    Joshua Apfelroth is a special counsel in Cadwalader's Corporate Group.

    His practice involves counseling clients in a broad range of complex transactional matters, including public and private mergers, acquisitions, divestitures, proxy contests, tender offers, exchange offers, spinoffs and joint ventures. He also represents issuers, underwriters and selling stockholders in connection with public and private securities offerings. Josh's practice also includes the representation of investment banks in their capacity as financial advisors on M&A and other transactions.

    In addition to his transactional experience, Josh advises clients in a wide array of governance, securities and other commercial matters, including directors' duties and responsibilities, board composition, disclosure issues, and compliance.

    Josh is admitted to practice in the State of New York.


    His representative transactions include:

    Mergers and Acquisitions
    •Acorda Therapeutics, Inc. in its acquisition of Civitas Therapeutics, Inc.
    •Forbes Media LLC on its sale of a majority stake to a group of international investors as part of the Company's global growth strategy.
    •Towers Watson's acquisition of Acclaris
    •Towers Watson's sale of its Reinsurance Brokerage Business
    •Towers Watson's acquisition of Liazon Corporation
    •Towers Watson's acquisition of Extend Health, Inc.
    •elan Corporation, plc in the spinoff of a substantial portion of its drug discovery business platform
    •Pfizer's acquisition of Wyeth
    •Pfizer's acquisition of King Pharmaceuticals, Inc.
    •Trian funds in the acquisition by Triarc of Wendy's
    •Nektar Therapeutics' asset sale to Royalty Pharma
    •Six Flags' joint venture to acquire Dick Clark Productions, Inc.
    •Bear Stearns' merger with JP Morgan
    •Six Flags' sale of certain theme parks to Parc 7F-Operations and CNL Income Properties
    •Credit Suisse USA, Inc.'s purchase of Lime Financial Services
    •Pfizer's sale of Consumer Healthcare Products Business by Pfizer to Johnson & Johnson
    •JP Morgan Securities LLC, Centerview Partners, Banc of America Securities LLC, Financo Securities, Barclays, Lehman Brothers Inc., and Bear Stearns in their capacities as financial advisor in connection with various mergers and acquisitions transactions

    •Pershing Square Capital Management in its acquisition of a 7.5% stake in Mondelez International, Inc.
    •Perrigo Company plc in connection with its $80 million sale of ordinary shares of Prothena Corporation plc
    •Deutsche Bank and other underwriters in connection with Air Products and Chemicals, Inc.'s issuance of 300 million senior unsecured notes
    •elan Corporation, plc. in its $381 million sale of ordinary shares of Alkermes plc and subsequent $170 million sale of its remaining ordinary shares of Alkermes plc
    •elan Corporation, plc in connection with its $600 million pursuant to Rule 144A of the Securities Act and its tender offer to purchase approximately $625 million of outstanding notes and related redemption of non-tendering notes
    •Barclays and the other underwriters in connection with Lorillard Tobacco Company's issuance of $500 million senior unsecured notes
    •Trian funds in its $166 million tender offer for common stock of Wendy's/Arby's Group, Inc.
    •Pfizer in public offering and $13.5 billion public offering and $10.5 billion private placement to finance its acquisition of Wyeth
    •Pfizer in its Consent Solicitation and Offer to Guarantee
    •Bear Stearns in connection with the Bear Stearns Medium Term Note Program and Reverse Convertible Note Program

    News & Resources


    News Releases
    Cadwalader Recognized with Two Awards at The 7th Annual Americas M&A Atlas Awards Nov 04, 2015

    Recent Press
    New Deals - Lawyers on Major Transactions Jan 29, 2009

    Cadwalader Attorneys Recognized in 2015 New York Super Lawyers and Rising Stars Lists Sep 17, 2015


    Clients & Friends Memos
    M&A Update: Chancery Court Finds Merger Price to be Most Persuasive Factor in Appraisal Action Oct 28, 2015


    Documents by this lawyer on

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    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 5, 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...

    Revlon: Motive, Market Checks and Injunctions
    Joshua Apfelroth,Gregory A. Markel,William P. Mills,Brittany Schulman,Martin L. Seidel, January 8, 2015
    In two separate December 19th decisions, the Delaware Supreme Court and the Delaware Chancery Court declined to enjoin stockholder votes with respect to pending mergers for alleged violations of the target board’s Revlon duties. The decisions affirmed longstanding Delaware caselaw providing...
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    Office Information

    Joshua Apfelroth

    New YorkNY 10281-0006


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