A Preeminent Corporate Practice. Wachtell Lipton enjoys a global reputation as one of the world’s leading business law firms. Our deep experience means we regularly handle many of the largest, most complex and demanding transactions in the United States and around the world. We counsel both public and private acquirors and targets, advising on a wide range of corporate matters, including:
- U.S., Cross-Border and International Mergers and Acquisitions
- Private Equity and Strategic Investments
- Spin-offs and Split-ups
- Securities Offerings and Other Capital-Raising Transactions
In addition, Wachtell Lipton is recognized as a leading firm for:
- takeover defense
- shareholder activism
- corporate governance
What We Have Done. Wachtell Lipton consistently ranks near the very top rank of legal advisors by transaction dollar volume, notwithstanding that we are significantly smaller than all of our major competitors. Over the past ten years, Wachtell Lipton has been the legal advisor on four of the five largest transactions in the United States and four of the ten largest transactions globally, as well as numerous other acquisition and restructuring transactions across many industries and of every description.
Creativity in Service of Our Clients. Wachtell Lipton has repeatedly contributed to major evolutions in corporate law in order to advance the interests of our clients. Among other things, Wachtell Lipton originated the shareholder rights plan, or "poison pill"; structured the first cross-border "Morris Trust" transaction, between SmithKline Beckman and Beecham; and has been involved in the transactions giving rise to most of the landmark corporate governance decisions in Delaware, including the Household, Revlon, Newmont Mining, Macmillan, Interco, Time Warner, QVC, IBP and Airgas decisions.
Financial Institutions Practice. Wachtell Lipton has long enjoyed an especially prominent role representing major financial institutions on their most consequential matters. Our practice is comprised of a dedicated core of attorneys with deep experience with high-stakes issues confronting financial institutions – mergers, acquisitions, restructurings, financings, joint ventures, enforcement actions, internal investigations, executive succession and crisis management. We have played pivotal roles in most of the transformative transactions in the banking and financial industry, including many of the historic events unfolding during the recent financial crisis.
Recent major U.S. M&A representations have included:
- Supervalu in its sale of its New Albertson’s business and concurrent tender offer of up to 30% of its shares to Cerberus in a transaction valued at $3.3 billion
- Freeport-McMoran Copper and Gold in its $3.4 billion acquisition of McMoran Exploration and its $6.9 billion acquisition of Plains Exploration and Production
- AbbVie Inc., the research-based pharmaceuticals business of Abbott Laboratories, in its $14.7 billion private offering of senior notes in connection with the separation of AbbVie and Abbott
- Coventry Healthcare in its $7.3 billion sale to Aetna
- Sunoco in its $5.3 billion acquisition by Energy Transfer Partners
- AOL in its auction and subsequent $1.1 billion sale of most of its patent portfolio to Microsoft and in its successful defense against the proxy contest by Starboard Value
- Alleghany Corporation in its $3.4 billion acquisition of Transatlantic Holdings
- El Paso Corporation in its $38 billion sale to Kinder Morgan
- United Technologies in its $18.4 billion acquisition of Goodrich
- Temple-Inland in its $3.7 billion sale to International Paper following a hostile tender offer by International Paper
- Motorola Mobility Holdings in its $12.5 billion sale to Google
- ConocoPhillips in the spin-off of the company’s Refining & Marketing businesses
- Capital One Financial Corporation in its $9 billion stock and cash acquisition of ING Direct USA from ING Groep N.V.
- The PNC Financial Services Group, Inc. in its $3.45 billion acquisition of RBC Bank (USA)
- Airgas in successfully defending against a $5.8 billion hostile bid and proxy contest by Air Products and Chemicals
- Apollo Management in multiple transactions worldwide, including the acquisition of Alcan Engineered Products from Rio Tinto plc; investments by various financial sponsors in financial institutions; the sale of, and subsequent IPO of, Bankrate and numerous consensual and court-based restructurings and acquisitions of portfolio companies
- Duke Energy in its $32 billion merger with Progress Energy
- CenturyLink in its $22.4 billion combination with Qwest Communications
- Schering-Plough in its $41 billion acquisition by Merck
- Wyeth’s board of directors in connection with the acquisition of Wyeth by Pfizer for $68 billion
- Rohm and Haas in its $18.8 billion sale to Dow Chemical
- Bank of America in its acquisition of Merrill Lynch
- The United States Treasury in connection with the conservatorship of Freddie Mac and Fannie Mae
- Wells Fargo in its $15.1 billion acquisition of Wachovia Corporation
- JPMorgan Chase in its acquisition of Bear Stearns
- The Bancroft Family in News Corp.'s $5.6 billion acquisition of Dow Jones & Co.
- BEA Systems in its defense against an activist campaign by Carl Icahn and in its $8.5 billion merger with Oracle
- ConocoPhillips in its $35 billion acquisition of Burlington Resources
- Delta Air Lines in its $3.6 billion acquisition of Northwest Airlines
Recent major cross-border or non-U.S. M&A representations have included:
- Corning in its $1.9 billion acquisition of the remaining 50% interest in Samsung Corning Precision Materials from Samsung Display and other minority shareholders and the structuring of Samsung Display’s $2.3 billion investment in and strategic collaboration with Corning.
- Verizon Communications in its $130 billion acquisition of Vodafone Group Plc’s 45% interest in Verizon Wireless
- Publicis Groupe SA in its $35.1 billion merger with Omnicom Group
- The Special Committee of the Board of Directors of Activision Blizzard in an $8.2 billion purchase of shares of Activision from Vivendi, S.A., its controlling stockholder, by Activision and ASAC II L.P., an investment vehicle formed by Activision CEO Bobby Kotick and Co-Chairman Brian Kelly
- BMC Software in its $6.9 billion sale to a private investor group led by Bain Capital and Golden Gate Capital together with the Government of Singapore’s GIC Special Investment fund and Insight Venture Partners
- EADS NV in its proposed €35 billion dual-listed-company combination with BAE Systems plc
- Deutsche Telekom and T-Mobile USA in the agreed combination of T-Mobile and MetroPCS Communications at a $30 billion enterprise valuation
- Walgreen Co. in its acquisition of a 45% stake in Alliance Boots GmbH and option to acquire the remaining 55% of Alliance Boots, valued at $27 billion
- Alibaba Group in restructuring its relationship with Yahoo! including monetizing and unwinding Yahoo!'s holdings in Alibaba
- GlaxoSmithKline plc in its unsolicited offer for, and subsequent $3.6 billion acquisition of, Human Genome Sciences
- América Móvil, S.A.B. de C.V. in its acquisition of 21% of Telekom Austria AG
- Cooper Industries plc in its $11.8 billion combination with Eaton Corporation
- Deutsche Telekom in its $39 billion agreed sale of T-Mobile to AT&T
- Genzyme in its response to an unsolicited takeover bio by Sanofi-Aventis, and in the subsequent $20 billion negotiated sale to Sanofi-Aventis
- NYSE Euronext in its $23.4 billion agreed merger with Deutsche Börse and the NYSE in its prior mergers with Euronext, the American Stock Exchange and Archipelago
- Novartis in its agreed acquisition of a majority stake in Alcon from Nestlé, and in its acquisition of the public minority shares, in a transaction valued at $49.7 billion
- Chesapeake Energy in its $2.2 billion asset sale to CNOOC
- Talecris Biotherapeutics in its $3.4 billion merger with Grifols
- Atlas Energy in its $1.7 billion Marcellus Shale joint venture with Reliance Industries Limited
- Alcoa in the $14 billion purchase (with Aluminum Corporation of China) of 12% of Rio Tinto plc
- Morgan Stanley in its $9 billion sale of equity securities to Mitsubishi UFJ Financial Group
- Grupo Prisa in its $1.5 billion combination with Liberty Acquisition Holdings and related rights issue
Shareholder Activism. Wachtell Lipton is a leading defender of companies that are under attack by shareholder activists. We have advised numerous public companies, including AOL, Vulcan Materials, Clorox, Forest Laboratories, CVR Energy, Target, Motorola, Office Depot, Longs Drugs, Lionsgate and Convergys in responding to activist shareholders such as Carl Icahn, Pershing Square and JANA Partners, as well as other hedge fund and corporate governance activists.
Corporate Governance. We are thought leaders in the area of corporate governance. We have represented the NYSE in connection with the Exchange’s listing standards and corporate governance initiatives for listed companies. We have represented a number of major corporations in connection with corporate governance and related matters; we have also advised special committees of boards of directors, including the boards of Novartis, Publicis and National Australia Bank, in connection with corporate governance investigations and related matters.
