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
     
    Biography

    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.

    News & Resources

    News

    News Releases

    Cadwalader Appoints Attorneys to Special Counsel
    Nov 24, 2014

    Cadwalader Advises Acorda Therapeutics on Merger Agreement to Acquire Civitas Therapeutics
    Sep 24, 2014

    More Than 40 Cadwalader Attorneys Recognized by Super Lawyers 2014 New York Metro Edition
    Sep 15, 2014

    Super Lawyers 2013 New York Metro Edition Recognizes More Than 30 Cadwalader Attorneys
    Sep 18, 2013

    Cadwalader Named to Winner's Circle at M&A Atlas Awards
    Feb 24, 2010

    Cadwalader Transaction Named IDD Deal of the Year
    Feb 12, 2010

    Cadwalader Attorneys Honored by the New York State Bar Association as Empire State Counsel
    Feb 24, 2009

    Recent Press

    New Deals - Lawyers on Major Transactions
    Jan 29, 2009

    Recognition

    More Than 40 Cadwalader Attorneys Recognized by Super Lawyers 2014 New York Metro Edition
    Sep 15, 2014

    RESOURCES

    Clients & Friends Memos

    M&A Update: Revlon: Motive, Market Checks and Injunctions
    Dec 24, 2014

    M&A Update: Federal Court Decision in Allergan Control Battle Raises Serious Questions for New Takeover Technique
    Nov 06, 2014

    M&A Update: No Control, No Conflict, No Problem
    Oct 31, 2014

    M&A Update: Ohio Federal Judge Blocks Controlling Stockholder's Tender Offer Based On Target Board's Conflicts and Stockholder Coercion
    Apr 17, 2014

    M&A Update: Delaware Court's Orchard Enterprises Decision Provides Key Insights For Special Committees In Controlling Stockholder Transactions
    Mar 19, 2014

    M&A Update: Delaware Supreme Court Upholds Business Judgment Rule Review for Certain Controlling Stockholder Transactions with Dual Minority Protections
    Mar 17, 2014

    M&A Update: The “Gatekeepers”: Delaware Court Holds Conflicted Financial Advisor Liable for Aiding and Abetting Breach of Fiduciary Duty
    Mar 13, 2014

    M&A Update: Delaware Court Allows Claims for Breach of Implied Good Faith Covenant in Earn-Out Case
    Feb 19, 2014

    Experience

    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 sale of its Reinsurance Brokerage Business
    •Towers Watson's acquisition of Liazon Corporation
    •Elan Corporation, plc in the spinoff of a substantial portion of its drug discovery business platform
    •Towers Watson's acquisition of Extend Health, Inc.
    •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

    Securities

    •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

     
    ISLN921687731
     

    Documents by this lawyer on Martindale.com

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    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...

    Federal Court Decision in Allergan Control Battle Raises Serious Questions for New Takeover Technique
    Joshua Apfelroth,Gregory A. Markel,William P. Mills,Martin L. Seidel, November 15, 2014
    The Federal District Court’s November 4th ruling in Allergan, Inc. vs. Valeant Pharmaceuticals International, Inc. raises “serious questions” for the takeover partnership employed by Valeant and Pershing Square in their hostile bid to acquire Allergan.

    No Control, No Conflict, No Problem
    Joshua Apfelroth,Gregory A. Markel,William P. Mills,Martin L. Seidel, November 15, 2014
    On October 24th, the Delaware Chancery Court dismissed a lawsuit challenging the merger of Crimson Exploration and Contango Oil & Gas. Minority Crimson stockholders alleged that Oaktree Capital Management, Crimson’s largest stockholder with a 33.7% stake, controlled Crimson and caused it...

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    Office Information

    Joshua Apfelroth


    New YorkNY 10281-0006




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