|
Practice/Industry Group Overview
Our preeminence in the fields of mergers and acquisitions and corporate and securities law means that we regularly handle some of the largest, most complex and demanding U.S. and international transactions; we are involved in merger and acquisition and other major corporate transactions of every variety; we counsel companies and their boards with respect to the most difficult and sensitive corporate disclosure, governance and policy issues; and we participate in the most sophisticated financing transactions.
We have recently represented, among many others, Apollo and Texas Pacific Group in their $27.8 billion acquisition of Harrah's; Apollo in its $9.0 billion acquisition of Realogy; Goldman Sachs in their $11.3 leveraged buyout (with Bain Capital, the Blackstone Group, Kohlberg Kravis Roberts & Co, Silver Lake Partners and Texas Pacific Group) of SunGuard Data Systems; Golden West Financial in its $25.5 billion sale to Wachovia; Caremark in its $22.0 billion merger with CVS and its $25.0 billion unsolicited bid by Express Scripts; Goldman Sachs in its $22.0 billion transaction to take Kinder Morgan private and its $7.7 billion transaction to take ARAMARK private; Acciona in connection with E.ON's unsolicited 37.1 billion offer for Endesa and Acciona's 7 billion investment in Endesa; Iscar in its $5.0 billion acquisition by Berkshire Hathaway; Lucent Technologies in its $13.6 billion combination with Alcatel; Thermo Electron in its $12.0 billion acquisition of Fisher Scientific; ConocoPhillips in its $34.0 billion acquisition of Burlington Resources; MBNA in its $35.0 billion acquisition by Bank of America; Unocal in its agreement to be acquired by Chevron for $19.0 billion, and in responding to the $20.0 billion overbid by CNOOC Limited; AT&T Wireless in its $40.7 billion acquisition by Cingular (the largest cash acquisition in history); Walt Disney in its response to Comcast's now-withdrawn $66.7 billion hostile offer; BANK ONE in its $58.0 billion merger with JPMorgan Chase; Sanofi in its successful $60.2 billion hostile exchange offer for Aventis; the NYSE Group in its $10.2 billion merger with Euronext and in the NYSE's $4.3 billion merger with Archipelago that transformed the NYSE into a publicly traded company; Instinet in its $1.9 billion sale to Nasdaq; SUPERVALU in its $15.7 billion acquisition of Albertsons; Cinergy in its $9.1 billion merger with Duke Energy; Sears in its $13.0 billion merger with Kmart and the divestiture by Sears of its credit card portfolio to Citigroup for $3.0 billion, as well as the divestiture by Sears Canada of its credit card portfolio to JPMorgan Chase for $2.9 billion; FleetBoston in its $47.0 billion acquisition by Bank of America; the Special Committee of non-executive directors of News Corporation in connection with News Corporation's $50.0 billion recapitalization and reincorporation from Australia to the United States and certain related-party acquisitions from the Murdoch family; Constellation Brands, Inc. in its $1.3 billion hostile acquisition of Robert Mondavi and its $1.3 billion acquisition of Vincor; Western Wireless in its $6.0 billion sale to ALLTEL; Apax, Apollo, Madison Dearborn Partners and Permira in their $5.0 billion acquisition of Intelsat, and Intelsat in its $6.4 billion acquisition of PanAmSat; Dana in its successful defense against a hostile bid by ArvinMeritor; Taubman Centers in its successful defense against a hostile bid by Simon Property and Westfield; and Circuit City in its successful response to a hostile bid from Highfields Capital.
We originated the so-called "poison pill"; we represented the issuer in the $10.6 billion initial public offering of AT&T Wireless (the largest U.S. IPO in history), and in its subsequent $26.8 billion exchange offers and spin-off to AT&T shareholders; we represented Lazard, which had been privately held for 157 years, in its IPO and related restructuring transactions; we structured the first cross-border "Morris Trust" transaction, between SmithKline Beckman and Beecham, including the related spin-offs of Beckman and Allergan; and we have been involved in the transactions resulting in most of the landmark corporate governance decisions in Delaware, including the Household, Revlon, Newmont Mining, Macmillan, Interco, Time Warner, QVC and Omnicare cases.
We are consistently in the very top rank of legal advisors by transaction dollar volume, notwithstanding that all of our major competitors are significantly larger. Since the beginning of the year 2000, we have been the legal advisor on six of the top ten transactions in the United States, and five of the top ten transactions globally, as well as numerous other acquisition and restructuring transactions across many industries.
|