Cadwalader, Wickersham & Taft LLP

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M&A Clearance & Counseling

"Dedicated lawyers . . . praised for their response times, industry knowledge and depth of resources." - Legal 500

Our Antitrust attorneys have represented some of the world's largest companies as buyers and sellers, as well as numerous interested and concerned parties, in connection with some of the most complex, significant, and notable mergers, acquisitions, and joint ventures of the past 25 years. Our attorneys regularly appear before the DOJ, FTC, and foreign competition authorities and have handled scores of pre-merger notification filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. They also regularly assist clients in responding to "second requests," subpoenas, and civil investigative demands in connection with merger investigations.

Their experience extends to advising on distribution, purchasing and R&D arrangements, compliance programs, pricing and standard-setting, and trade association and IP licensing matters.

Experience

  • Aer Lingus in its long-standing efforts to eject Ryanair as a minority shareholder, a result of multiple failed takeover bids by Ryanair, including the defense of a June 2012 takeover bid.
  • Anheuser-Busch Companies, Inc./InBev nv/sa in the successful representation of Anheuser-Busch Companies, Inc. in securing antitrust clearance from the DOJ in connection with InBev's $52 billion dollar acquisition of Anheuser-Busch, the largest all-cash deal in history.
  • Celanese Corporation in connection with the sale of its polyvinyl alcohol business to Sekisui Chemical Company for $173 million in 2009.
  • Celanese Corporation in connection with various acquisitions and divestitures.
  • Deutsche Boerse on its proposed merger with NYSE Euronext, a deal which was ultimately prohibited by the European Commission.
  • Eli Lilly & Company on multiple matters.
  • Exxon Corporation in its successful merger with Mobil Oil Corporation.
  • MGM Mirage in its acquisition of Mandalay Resort Group.
  • Microsoft Corporation in its purchase from AOL of more than 800 patents and related patent applications as well as a non-exclusive license to AOL's retained patent portfolio for $1.1 billion.
  • Microsoft Corporation in its assignment of a significant portion of the IP assets it purchased from AOL for $1.1 billion to Facebook Inc. for $550 million.
  • Microsoft Corporation in connection with its $8.5 billion acquisition of Skype, the company's largest acquisition to date, which was recognized as 2012 Merger Control Matter of the Year - Europe by Global Competition Review.
  • Microsoft Corporation in connection with its 2009 partnership agreement with Yahoo! Inc. under which Microsoft's new Bing search engine would run on multiple Yahoo! Sites, and Yahoo! would handle sales of premium search advertising for both companies.
  • Microsoft Corporation in connection with the sale of its online advertising agency Razorfish to Publicis Groupe for $530 million and Microsoft's five-year strategic alliance agreement with Publicis Groupe.
  • Microsoft Corporation as lead antitrust counsel in its proposed $44.6 billion acquisition of Yahoo! Inc. in 2008.
  • Microsoft Corporation as legal and regulatory counsel in its acquisition of aQuantive Inc., a digital marketing service and technology company, for $6 billion in 2007.
  • Microsoft Corporation in its tender offer for FAST Search and Transfer, a Norwegian enterprise search software company, in 2008 for $1.2 billion.
  • Microsoft Corporation in its $500 million acquisition of Danger, Inc., a Java mobile Internet platform provider, in 2008.
  • Microsoft Corporation in its acquisition of Greenfield Online Inc., which owns a leading European shopping and price comparison website, for $486 million.
  • Monsanto's acquisition of Delta and Pine Land Company where antitrust merger clearance was achieved via consent decree following an investigation by the Antitrust Division of the DOJ, which sought to challenge the same transaction in the late 1990s.
  • Northrop Grumman in its acquisition of Newport News.
  • The Obama Administration's Auto Task Force and the United States Treasury both before the Antitrust Division and the Federal Trade Commission, as well as foreign jurisdictions around the world, in connection with the bailout and reorganization of Chrysler and General Motors.
  • Pfizer in its acquisition of Wyeth in a $68 billion cash and stock transaction that created one of the world's most diversified companies in the global health care industry.
  • US Airways in its efforts to acquire Delta out of bankruptcy.
  • US Airways in its merger with America West Airways.
  • US Airways in its 2009 agreement with Delta Air Lines to swap slots at New York LaGuardia and Reagan National airports. Wrigley in its attempt to acquire Hershey.

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Diversity

 

We believe that our continued strength lies in ensuring that we attract, retain, and nurture the very best talent from all backgrounds, and we expect the future complexion of Cadwalader, Wickersham & Taft LLP will, with each passing year, more closely reflect the global community that we serve. 

Cadwalader has worked diligently to promote an inclusive work environment and, over the years, has developed many initiatives to fit our unique goals and challenges on issues of diversity and inclusion.  With the creation of the Cadwalader Center for Diversity & Inclusion (CCDI), a central resource for the firm’s diversity programs, initiatives and policies, we aim to improve upon our successes and follow through on our promise to weave diversity and inclusion principles into the fabric of our culture. 

The mission of the CCDI is to enhance gender, racial/ethnic, and LGBT diversity and inclusion within the firm to create an unrivalled environment that attracts, retains and promotes the best and brightest talent available to serve our clients. Governed by the Global Diversity Committee, chaired by Patrick T. Quinn, Managing Partner, the CCDI is a vehicle to support the work we currently perform, to reinforce our dedication to that work, to recognize outstanding effort and to communicate - to each other and to the clients we serve - our longstanding commitment to diversity and inclusion.

Recent Programs & Events

The Cadwalader Center for Diversity and Inclusion hosts programs and events throughout the year that are designed to increase cultural competence, celebrate history and heritage and educate attorneys on how to work effectively on diverse teams.

From Megan’s Law to Bernie Madoff: A Conversation with Judge Chin

- July 23, 2015

The Cadwalader Asian Pacific American Attorney Resource Group hosted a conversation with the Honorable Denny Chin, United States Circuit Judge for the Second Circuit.  During the interactive conversation, Judge Chin discussed his experiences as a federal judge and his path to the bench. Attendees had the opportunity to network and speak with Judge Chin during the cocktail reception that followed.

The Fight for Marriage Equality in the Supreme Court

- June 9, 2015

The Cadwalader LGBT Network and the Gay & Lesbian Advocates & Defenders (GLAD) hosted a Pride Month event, The Fight for Marriage Equality in the Supreme Court, featuring Mary Bonauto, GLAD’s Civil Rights Project Director and Janson Wu, GLAD’s Executive Director. During the presentation Mary discussed her experience arguing before the U.S. Supreme Court for marriage equality and Janson discussed the future of the LGBT rights movement.

Justice Denied: Wards Cove Packing Co. v. Atonio

- May 12, 2015

Members of the Asian American Bar Association of New York, including Cadwalader attorneys and the Honorable Denny Chin of the U.S. Court of Appeals for the Second Circuit presented a case reenactment of Wards Cove Packing Co. v. Atonio, a landmark employment discrimination case. The presentation told the story of the Wards Cove workers through narration, reenactment of court proceedings, and historic photographs. To view the performance, click here.

The Partner Track

- May 5, 2015

The Cadwalader Asian Pacific American Attorney Resource Group and the Women’s Leadership Initiative co-hosted a panel discussion with Cadwalader Partners, Ingrid Bagby, Kathy Chin and Athena Eastwood, focusing on their career experiences and paths to partnership. The panel was moderated by Helen Wan, author of The Partner Track, a fictional story about a young Asian-American corporate associate up for partner at her New York law firm.

“From Selma to Ferguson to Today: Why Civil Rights Matter,” featuring Professor Charles Ogletree, Harvard Law School

- April 29, 2015

The Cadwalader Black and Latino Association hosted a conversation with Charles Ogletree, Harvard Law School Jesse Climenko Professor of Law, and Founding and Executive Director of the Charles Hamilton Houston Institute for Race and Justice.  The conversation was followed by a cocktail reception where attorneys had the opportunity to network  and speak with Professor Ogletree.

The Art of Building Business Relationships and Executive Presence

- March 25, 2015

The Women’s Leadership Initiative and Diane Darling, Founder of the Darling Institute, hosted a workshop on building business relationships and executive presence.  This interactive presentation explored how professionals at all stages of their career can integrate networking and relationship-building into their everyday lives. 

WLI London Client Event: “Walking the Nile” by Levison Wood

– March 12, 2015

The Women’s Leadership Initiative hosted a special evening at our London office with Levison Wood, explorer, writer, and photographer. Formerly an officer in the British Parachute Regiment, Wood has led pioneering journeys into undiscovered regions, travelling to more than 80 countries. His nine-month walk along the length of the Nile, from source to sea, is chronicled in a recent Channel 4 documentary. During the presentation Wood described the amazing people, breathtaking places and shocking sights he encountered on his ground-breaking expedition.


 

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