Wachtell, Lipton, Rosen & Katz

17 ranked departments 47 ranked lawyersContact information
about
ranked departments
Ranked Lawyers
ranked offices
about
ranked departments
Ranked Lawyers
ranked offices

Firm profile for USA 2021

Profile view:
USA 2021
USA

This firm is also ranked in:

Global 2021

About

This content is provided by Wachtell, Lipton, Rosen & Katz.

Co-Chairmen of the Executive Committee: Edward D Herlihy, Daniel A Neff

Number of partners worldwide: 85

Number of other lawyers worldwide: 175


Firm Overview:

Wachtell, Lipton, Rosen & Katz enjoys a global reputation as one of the world’s leading business law firms. The firm’s vast experience means it regularly handles many of the largest, most complex and demanding transactions in the United States and around the world. Wachtell Lipton also focuses on sensitive investigations and litigation matters and corporate restructurings, and in counselling boards of directors and senior management in the most sensitive situations.


A Unique Approach:

Wachtell Lipton approaches its clients’ legal issues within the larger framework of each client’s strategic, business and financial goals. The firm focuses on matters that require the attention, extensive experience, expertise and reputation of its partners. In order to provide this partner-intensive service, the firm generally does not handle routine matters, it limits the number and type of matters it undertakes and it operates with a ratio of partners to associates far above that of major competitors. Matters undertaken by the firm are at all times afforded the direct personal attention of partners having expertise and sophistication with respect to the issues.


People:

Wachtell Lipton is consistently ranked as one of the most prestigious and desirable law firms to work for in the United States, enabling the firm to attract the most outstanding and motivated attorneys and law school graduates in the United States and from around the world.


Achievements:

Wachtell Lipton consistently ranks near the very top of legal advisors by transaction dollar volume, even though it is significantly smaller than all of its major competitors. Over the past several years, the firm has been the legal advisor on some of the largest transactions in the United States and globally, as well as numerous other acquisition and restructuring transactions across many industries and of every description.


Clients:

Clients include enterprises of virtually every nature in the United States and around the world, including industrial firms, financial institutions, leveraged buyout houses, securities firms, healthcare and pharmaceutical providers, technology companies and media and information systems companies, many of which are Fortune 500 companies and other leading enterprises.


Advancing the Law:

The firm has repeatedly contributed to major evolutions in corporate law in order to advance the interests of its clients. Among other things, Wachtell Lipton originated the shareholder rights plan or the ‘poison pill’, structured the first crossborder ‘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 Household, Revlon, Newmont Mining, Macmillan, Interco, Time Warner, QVC and Airgas. The firm also represented the successful defendants in Morrison v. National Australia Bank, the landmark US Supreme Court case that sharply limited the extraterritorial reach of US securities laws. Main Areas of Practice:


Corporate / M&A:

Wachtell Lipton handles some of the largest and most complex US and international transactions. It advises on a range of corporate matters, including mergers and acquisitions, spin-offs and split-ups, public offerings, capital raising transactions and innovative financial products. In addition, Wachtell Lipton is recognised as a leading firm for takeover defense, shareholder activism and corporate governance.


Recent major US representations have included:

■SoFi in its $8.65 billion merger with Social Capital Hedosophia

■Salesforce in its $27.7 billion acquisition of Slack

■Huntington Bancshares in its $22 billion all-stock merger with TCF Financial

■ConocoPhillips in its $13 billion all-stock acquisition of Concho Resources

■Immunomedics in its $21 billion acquisition by Gilead

■Marathon Petroleum Corporation in the $21 billion acquisition of its Speedway business by 7-Eleven

■Analog Devices in its $21 billion all-stock acquisition of Maxim Integrated Products

■Uber Technologies in its $2.65 billion acquisition of Postmates

■South State in its $6 billion merger of equals with CenterState

■WESCO International in its $4.5 billion acquisition of Anixter International

■The Strategic Development Committee of TD Ameritrade in its $26 billion all-stock merger with Schwab

■Pfizer in its $11.4 billion acquisition of Array BioPharma

■United Technologies in the all-stock merger of equals of its Aerospace businesses with Raytheon Company

■Global Payments in its $45 billion merger of equals with Total System Services

■Salesforce in its $15.7 billion acquisition of Tableau Software

■Hewlett Packard Enterprise in its $1.3 billion acquisition of Cray

■Anadarko Petroleum in its $60 billion acquisition by Occidental Petroleum

■Cengage Learning in its merger of equals with McGraw-Hill Education

■Lionsgate in its sale of interests in Pop Media Group to CBS Corporation

■ Auris Health in its $5.75 billion sale to Johnson & Johnson

■ BB&T Corporation in its $66 billion all-stock merger of equals with SunTrust Banks

■ Entegris in its merger of equals with Versum Materials with a combined enterprise value of $9 billion

■ Newmont Mining in its $10 billion stock-for-stock acquisition of Goldcorp

■ Celgene in its $98 billion acquisition by Bristol-Myers Squibb

■ Newfield Exploration Company in its $5.5 billion sale to Encana Corporation 

■ Energen in its $9.2 billion all-stock merger with Diamondback Energy

■ Broadcom in its $18.9 billion all-cash acquisition of CA Technologies

■ United Technologies in its separation into three independent public companies

■ The Board of Directors of Forest City Realty Trust in its $11.4 billion sale to Brookfield

■ Envision Healthcare in its $9.9 billion sale to KKR

■ NextEra Energy in its $6.5 billion acquisition of Gulf Power Company, Florida City Gas and the Stanton and Oleander Power Projects from The Southern Company

■ Salesforce in its $6.5 billion acquisition of MuleSoft

■ Cigna in its $67 billion acquisition of Express Scripts

■ Thomson Reuters Corporation in its strategic partnership with Blackstone for Thomson Reuters Financial and Risk (F&R) business valued at $20 billion

■ Broadcom Limited in its $130 billion proposal to acquire Qualcomm Incorporated

■ United Technologies in its $30.3 billion acquisition of Rockwell Collins

■ Whole Foods Market in its $13.7 billion acquisition by Amazon.com

■ EQT in its $6.7 billion acquisition of Rice Energy 

■ CenturyLink in its acquisition of Level 3 Communications in a cash and stock transaction valued at approximately $34 billion, including the assumption of debt

■ Medivation in its $14.6 billion acquisition by Pfizer

■ Tesla in its $2.6 billion acquisition of SolarCity

■ Analog Devices in its $14.8 billion acquisition of Linear Technology

■ Verizon Communications in its $4.83 billion acquisition of Yahoo!’s operating business

■ Abbott Laboratories in its $25 billion acquisition of St. Jude Medical

■ Michael S Dell and MSD Partners in the $67 billion transaction to combine Dell and EMC

■ The Special Committee of the Facebook Board of Directors in the reclassification of Facebook’s capital structure, including the creation of a new class of publicly listed, non-voting common stock

■ Capital One in its $8.5 billion acquisition of GE Capital’s Healthcare Finance Business

■ Charter Communications in its merger with Time Warner Cable valuing Time Warner Cable at $78.7 billion and $10.4 billion acquisition of Bright House Networks

■ AbbVie in its $21 billion acquisition of Pharmacyclics

Recent major cross-border or non-US representations have included:

■ Alexion Pharmaceuticals in its $39 billion acquisition by AstraZeneca

■S&P Global in its $44 billion acquisition of IHS Markit

■Varian Medical Systems in its $16.4 billion sale to Siemens Healthineers AG

■eBay in the $9.2 billion acquisition of its Classifieds business by Adevinta ASA

■Thermo Fisher Scientific in its $11.5 billion acquisition of QIAGEN N.V.

■Allergan in its $83 billion acquisition by AbbVie

■Pfizer in the $48 billion combination of Upjohn and Mylan

■Thomson Reuters in the $27 billion sale of Refinitiv to the London Stock Exchange Group

■Colgate-Palmolive Company in its $1.7 billion acquisition of Laboratoires Filorga Cosmetiques

■Publicis Groupe in its $4.4 billion acquisition of Alliance Data’s Epsilon business

■Kellogg in its $1.3 billion sale of its cookies, fruit and fruit-flavored snacks, pie crusts and ice cream cones businesses to Ferrero International S.A.

■Mechanics Bank in its $2.1 billion acquisition of Rabobank

■Pfizer in its formation of a premier global consumer healthcare joint venture with GlaxoSmithKline

■ Newmont Mining in its $10 billion stock-for-stock acquisition of Goldcorp

■ T-Mobile and Deutsche Telekom in the $146 billion combination of T-Mobile and Sprint

■ Searchlight Capital Partners in its $2 billion acquisition of Mitel Networks Corporation

■ Frutarom in its $7.1 billion sale to International Flavors & Fragrances

■ Altria in its $2.8 billion investment in Cronos Group

■ Siris Capital in its $4.4 billion acquisition of Travelport Worldwide

■ Pfizer in its $160 billion agreed combination with Allergan plc

■ Marsh & McLennan in its $6.4 billion acquisition of Jardine Lloyd Thompson Group

■ Thermo Fisher Scientific in its $7.2 billion acquisition of Patheon N.V.

■ Actelion Ltd in its $30 billion acquisition by Johnson & Johnson and the spin-off of its drug discovery operations and early-stage clinical assets

■ Harman International Industries, Incorporated in its $8.8 billion acquisition by Samsung Electronics Co., Ltd.

■ Monsanto in its $66 billion acquisition by Bayer Aktiengesellschaft

■ Spectra Energy Corp in its $28 billion merger of equals with Enbridge Inc.

■ Danone S.A. in its $12.5 billion acquisition of The WhiteWave Foods Company

■ Johnson Controls in its $16.3 billion combination with Tyco International plc

■ Nasdaq, Inc. in its acquisition of International Securities Exchange from Deutsche Börse AG

■ Pfizer Inc. in its $160 billion agreed combination with Allergan plc

■ Airgas, Inc. in its $13.4 billion acquisition by Air Liquide SA

■ Perrigo Company plc in its successful defense against a $26 billion hostile takeover offer by Mylan NV

■ Visa Inc. in its €21.2 billion acquisition of Visa Europe Ltd.

■ Altria, SABMiller’s 27% shareholder, in SABMiller’s $104 billion sale to AB InBev

■ Casino Group in its €1.7 billion sale to Grupo Éxito of an 18.8% interest in Companhia Brasileira de Distribuição and 100% of Casino’s Argentinian subsidiary, Libertad

■ Chubb in its $28.3 billion acquisition by ACE Limited

■ Allergan in its $66 billion acquisition by Actavis plc

■ Covidien plc in its $49.9 billion acquisition by Medtronic, Inc.

Recent spin-off/separation representations have included:

■ Mallinckrodt plc in its spinoff of its Specialty Generics business

■ United Technologies in its separation into three independent public companies

■ TEGNA in its spin-off of Cars.com

■ Varian Medical Systems in the spin-off of its Imaging Components business

■ Yum! Brands in its separation into two public companies

■ Alcoa in its separation into two publicly traded companies

■ Energizer Holdings in the spin-off of its Household Products and Personal Care divisions

■ Johnson Controls in the separation of its automotive business

■ Hewlett-Packard in its separation into two public companies

■ eBay in the separation of eBay and PayPal into two public companies 


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. We regularly advise boards and management teams on matters concerning sustainability, ESG and corporate purpose.


National & International Litigation Practice:

We have represented clients in some of the world’s largest and most complex disputes, including domestic and cross-border deal litigation, corporate governance disputes, white collar and regulatory defense, commercial litigation, securities litigation, bankruptcy litigation, complex settlements, appeals, and arbitration. Our litigators have a long history of handling cutting-edge merger litigation, including many of the most significant takeover defense battles in history. We are called upon to play a central role in high stakes and high profile matters generally, including litigation related to the tragic events of 9/11, the recent financial crisis, and other litigations with fundamental consequences for our clients. We also assist our clients with sensitive internal and law enforcement investigations. In addition, our litigators engage in significant pro bono activity at both the trial and appellate court levels, write and speak in areas of expertise, and teach at the nation’s top law schools.


Takeover & Merger Litigation:

The firm is known for trendsetting takeover, transactional, and corporate governance litigation. It litigated the Revlon, Household, and other cases in the 1980s that set the doctrinal framework for all subsequent deal litigation. And the firm continues to lead in the area — year after year, Wachtell Lipton handles the most important corporate governance and takeover cases in the nation, from the seminal case Corwin v. KKR Financial, which recognized the merger ratification defense to the successful Airgas trial (in which the court reaffirmed the “poison pill” takeover defense against a generation of attack) to the successful Vulcan trial (in which the firm secured an unprecedented order enjoining a hostile takeover bid) to the successful Sotheby’s defense of the company’s shareholder rights plan against an activist investor attack; to Allergan’s closely watched takeover battle with Valeant and Pershing Square, resulting in a groundbreaking preliminary injunction that set new federal precedent against unfair tactics in takeover bids. Other leading merger cases the firm has litigated include: Paramount Communications, Inc. v. Time, Inc.; Paramount Communications, Inc. v. QVC Network, Inc.; and IBP, Inc. v. Tyson Foods. In recent years, the firm’s litigators also have led the charge against appraisal arbitrage litigation, securing post-trial victories in the appraisals of Ancestry.com, SWS Group, PetSmart, and AOL. And Watchtell Lipton has been the thought leaders behind innovative corporate litigation developments in books-andrecords suits and stockholder forum-selection bylaws.


Recent representations have included:

■ Allergan in its closely watched takeover battle, resulting in a groundbreaking preliminary injunction that set new federal precedent against unfair tactics in takeover bids

■ Sotheby’s in the successful defense of its shareholder rights plan against an activist investor attack

■ Vulcan Materials in its defense of a bid from Martin Marietta Materials, resulting in an unprecedented injunction barring a hostile bid

■ Airgas in its landmark takeover defense against Air Products

The group has leading expertise in dealing with activist situations, having handled a substantial portion of the biggest shareholder activism battles in recent years. The firm’s litigators also advise on a range of corporate governance matters and handle derivative demands and other litigation challenging the actions of boards of directors.


Complex Commercial & Securities Litigation:

The Wachtell Lipton approach to complex commercial and securities litigation also exemplifies its focus on fresh thinking and creative solutions and the fact that it is called upon to handle some of the nation’s biggest and most complex cases. The firm represented National Australia Bank in the landmark Morrison case, in which the United States Supreme Court held that Section 10(b) of the Securities Exchange Act and SEC Rule 10b-5 apply only to purchases and sales of securities in the United States. The decision overturned 40 years of lower-court precedent and eradicated a burgeoning species of securities litigation (so-called “foreign-cubed” and “foreign-squared” class actions) along with billions of dollars in potential liability for foreign securities issuers. The firm successfully defended Goldman Sachs in Baker v. Goldman Sachs, a five-week jury trial in federal court in which co-founders and major shareholders of a speech-recognition software company, Dragon Systems, were challenging Goldman’s investment banking advice and seeking over half a billion dollars in damages. The firm helped Bank of America contain its mortgage exposures arising from the financial crisis, including by negotiating Bank of America’s landmark $8.5 billion settlement of claims involving more than 500 trusts for mortgage-backed securities issued by Countrywide and in resolving multibillion dollar claims arising from the foreclosure crisis with the federal government and 49 state attorneys general. Following the tragic events of 9/11, the firm was called upon to represent the leaseholder of the World Trade Center in two jury trials with its property insurers that ultimately helped it secure enough money to rebuild the site. And it continues to represent Philip Morris USA in arbitrations and litigation that have arisen under the landmark 1998 settlement between the major tobacco companies and 52 states and territories. Wachtell Lipton previously had the lead role structuring and negotiating this more than $200 billion settlement.

Recent representations have included:

■ Bank of America in numerous matters relating to mortgage-backed securities, including negotiating its $8.5 billion settlement of claims involving more than 500 trusts for mortgage-backed securities issued by Countrywide and in negotiating its landmark settlement with the Department of Justice, federal agencies, and state attorneys general in August 2014 that resolved several pending enforcement investigations and litigations

■ Goldman Sachs in a highly publicised federal civil jury trial involving negligence claims in connection with the sale of Dragon Systems. The unanimous jury verdict absolved Goldman Sachs and rejected all of the plaintiffs’ claims and was affirmed on appeal by the United States Court of Appeals for the First Circuit

■ Hewlett-Packard Company in securities litigation and derivative litigation arising from HP’s $11 billion acquisition of Autonomy plc in 2011 and its disclosure in November 2012 that HP had taken an $8.8 billion write-down in connection with the acquisition

■ National Australia Bank in the landmark Morrison case, in which the US Supreme Court held that Section 10(b) of the Securities Exchange Act and SEC Rule 10b-5 apply only to purchases and sales of securities in the United States. The decision overturned 40 years of lower-court precedent and eradicated a burgeoning species of securities litigation (so-called ‘foreign-cubed’ and ‘foreign-squared’ class actions) along with billions of dollars in potential liability for foreign securities issuers

■ JPMorgan in ongoing multibillion-dollar litigations arising out of the Lehman Brothers Holdings Inc. bankruptcy. The September 2015 summary judgement decision dismissed all but six of the remaining twentynine claims against JPMorgan’s counter claim against Lehman to proceed

■ Iusacell SA de CV, the Mexican mobile-phone provider, in a multibillion-dollar dispute with global IT-outsourcing giant IBM and its Mexican subsidiary in arbitration proceedings before the International Chamber of Commerce and litigation in Federal court in the United States


White-Collar & Regulatory Enforcement:

The firm has a leading white-collar and regulatory enforcement practice. It has represented major financial institutions and multinational corporations, as well as their boards of directors and senior executives, in a broad range of the most complex and typically high-profile white-collar criminal and regulatory enforcement matters, both nationally and internationally. In the past few years alone, firm litigators have handled both US and foreign governmental investigations, focusing on the Foreign Corrupt Practices Act, criminal tax evasion, criminal transfer pricing, the False Claims Act, insider trading, securities fraud, accounting fraud, criminal antitrust and export control violations. In addition, the firm regularly represents boards, audit committees and special committees charged with conducting special investigations in response to whistleblowers or governmental inquiries.


Pro Bono:

The firm has an active pro bono litigation practice. Its lawyers are encouraged to take on pro bono matters with the full support of the firm and many take advantage of this opportunity. The firm has represented abused women seeking protection, indigent criminal defendants in the state and federal courts, immigrants seeking asylum, and non-profit organizations challenging government action. It files amicus briefs on significant legal issues on behalf of business groups and others. On behalf of the Chief Judge of the State of New York, the firm represented the state’s judiciary in historic and successful litigation over the state’s failure to increase the pay of its judges since 1999. It took on one of the earliest cases challenging the military’s policies discriminating against gay service members


Restructuring & Finance:

Wachtell Lipton’s unique, integrated restructuring and finance practice combines deep expertise in both disciplines. The result is unmatched experience in acquisition financing, distressed mergers and acquisitions, capital structure design, liability management, restructurings and workouts, insolvency litigation and debt-related activism. We know how capital structures work under ideal conditions and under stress, enabling us to help our clients throughout the life cycles of their investments.


A Premier Insolvency Practice

We are regularly involved in the most high-profile insolvency matters in the United States and around the world. We represent major creditors, including banks and investment firms, in chapter 11 cases and out-of-court restructurings. Our experience goes beyond conventional bankruptcy filings and workouts: during the 2008 U.S. mortgage crisis, Wachtell Lipton represented the United States Treasury in connection with the rescues of Fannie Mae and Freddie Mac and we have represented lenders to the Puerto Rico Electric Power Authority through the utility’s case under the historic Puerto Rico Oversight, Management, and Economic Stability Act. Recent substantial restructuring engagements can be found here.


Distressed Mergers and Acquisitions

We advise clients on acquisitions and divestitures of businesses in financial distress and other strategic transactions involving debtor-creditor issues, bringing to bear the full expertise of both our restructuring and our preeminent mergers and acquisitions practices. We regularly represent buyers in “section 363” bankruptcy sales as well as debt investors in change-of-control transactions both in chapter 11 and out of court. We wrote the book on Distressed M&A.


Specialized Litigation Expertise

We have an extensive record representing major parties in litigation relating to bankruptcy cases and other debt-related issues. We represented JPMorgan Chase in the successful defense of multi-billion dollar actions brought by the Lehman Brothers estate, the trustee for Bernard Madoff’s brokerage firm and the unsecured creditors committee of General Motors. We successfully defended Campbell Soup, at trial and on appeal, from fraudulent transfer litigation arising out of the Vlasic spin-off. The Campbell Soup decision is now the leading precedent relating to valuation in fraudulent transfer cases. We also represented Education Management in litigation arising out of its out-of-court restructuring, including its successful, precedent-setting appeal in the Marblegate case.


A Market-Leading Acquisition Finance Practice

Our firm focuses on financing complex and transformative corporate transactions, including mergers, acquisitions, divestitures and spin-offs, however accomplished: bank debt and capital markets transactions, investment grade and high-yield.

Year after year, we lead many of the largest and most complicated financing transactions in the U.S. and around the world. Recent substantial financing engagements can be found here.

Capitalizing on our extensive experience in corporate deal-making and corporate distress, Wachtell Lipton has become a pioneer in developing acquisition financing platforms that help our clients weather the ups and downs in the business cycle and give them the flexibility to execute on their business plans and to grow organically and through future deals.

The breadth and depth of our market exposure ensures that our clients benefit from the best available terms and market trends and permits us to craft negotiating strategies designed to achieve these terms while maximizing speed and minimizing execution risk.


Liability Management and Activism

Our firm has advised numerous companies and financial sponsors in connection with exchange offers and other liability management transactions. Recent representations include Intelsat in connection with $6 billion of exchange and refinancing transactions; Abbott Laboratories in its registered exchange offer for $3.1 billion of notes issued by St. Jude Medical in connection with Abbott’s acquisition of St. Jude; and Sears in connection with a variety of refinancing transactions and exchange offers.


We are thought leaders on issues relating to activism in the debt markets, advising clients, including Intelsat, in responding to activist strategies, including default claims and strategies relating to credit default swaps and other short positions.


Recent representations have included:

■ Abbott Laboratories in its $25 billion acquisition of St. Jude Medical, including a $17.2 billion bridge commitment and bridge takeout financing

■ AbbVie in its $21 billion acquisition of Pharmacyclics, including an $18 billion bridge commitment and $16.7 billion notes offering

■ CenturyLink in its $9.9 billion of new secured debt facilities, comprised of a new $2 billion secured revolving credit facility and $7.9 billion of secured term loan facilities, in connection with its acquisition of Level 3 Communications, Inc.

■ Danone S.A. in its $12.5 billion acquisition of The WhiteWave Foods Company, including a $13.1 billion bridge commitment

■ Deutsche Telecom/T-Mobile with $20 billion financing in connection with its combination with MetroPCS

■ Hewlett Packard Enterprise in connection with its $8.8 billion Reverse Morris Trust transaction with Micro Focus International, including $2.6 billion in bank financing

■ Johnson Controls in its $16.3 billion combination with Tyco International plc, including a $2.0 billion revolving credit facility and $500 million bilateral term loan facility

■ Walgreen in its $10 billion US dollar, euro and sterling bond offering and $5 billion bank financing to complete its acquisition of Alliance Boots and initial $3.5 billion bridge financing and subsequent bond take-out in connection with its initial 45% investment

■ Verizon with obtaining a $61 billion bridge facility (the largest bridge financing ever), and $14 billion in permanent facilities to support its $130 billion acquisition of the remaining interest in Verizon Wireless from Vodafone plc


High-Profile Bankruptcy Litigation:

The firm’s specialised litigators handle high-profile litigation matters involving bankruptcy, restructuring and finance issues. The firm has recently represented JPMorgan Chase in defeating multi-billion dollar claims brought by both the Lehman Brothers estate and Bernard Madoff bankruptcy trustee. The firm is currently representing Credit Suisse in lawsuits arising in the Thornburg Mortgage bankruptcy case, the private equity owners of EFH in litigation arising out of the EFH bankruptcy case, and defense of a lawsuit brought by creditors of what was formerly General Motors. Significant prior engagements include key litigation relating to the restructurings or bankruptcy cases of Education Management, Boston Generating and National Century Financial Enterprises.


Executive Compensation & Benefits:

Attorneys in the executive compensation and benefits group work closely with the most senior executives of the firm’s clients to address some of the most sensitive issues facing public and private companies, both in deal and non-deal contexts. Executive compensation arrangements often are the foundation of people-based businesses, and management succession, board composition and similar issues are essential to the success of business combinations. The practice continues to evolve as corporate governance standards and executive compensation laws change and expand in response to shareholder activism, pressure from the media and recent unprecedented governmental participation in the management of business enterprises.


Antitrust:

Wachtell Lipton’s antitrust practice focuses on mergers and acquisitions and government investigations, including international antitrust and banking antitrust issues. The group analyses transactions to assess potential antitrust issues, develops strategies to address those concerns, and represents clients before the US DOJ’s Antitrust Division, the FTC, the Board of Governors of the Federal Reserve System, state attorneys general and foreign antitrust authorities and in litigation challenging transactions on antitrust grounds.


Tax:

Wachtell Lipton’s tax attorneys regularly advise clients on the tax aspects of corporate reorganisations, acquisitions, spin-offs and other dispositions, financings, restructurings and joint ventures. These transactions frequently involve large multinational businesses and raise complex domestic and multinational tax issues. Indeed, tax considerations often determine the form, and occasionally the viability, of contemplated transactions. The group, working together with the corporate and restructuring and finance departments, frequently is called on to participate in the restructuring of existing financial arrangements, including those arising out of private equity and other leveraged transactions. The group is also involved in creating new financial products and in innovative real estate transactions. Members of the group regularly publish and lecture on emerging tax issues and actively participate in the work of tax policy groups, such as the tax section of the New York State Bar Association and the International Fiscal Association.


Real Estate M&A:

Wachtell Lipton’s real estate department has a leading practice focused on mergers and acquisitions, private equity, corporate governance, restructurings and joint ventures across the REIT, real estate, hospitality and gaming sectors. The firm consistently plays an active role in major transactions in these sectors, with particular emphasis on large-scale public company M&A and strategic transactions. It has played a leading role in the redevelopment of the World Trade Center and in many of the significant REIT mergers, buyouts and takeovers over the last decade.


Representations have included:

■ Assisting many companies and their boards in addressing Covid-19-related issues, including liquidity, activism defense and preparedness, lease and debt restructurings, risk management, and strategic planning

■VEREIT in its all-stock acquisition by Realty Income, to create a $50 billion combined company

■Kimco in its merger with Weingarten to create an open-air shopping center and mixed-use real estate owner with a pro forma total enterprise value of $20.5 billion

■RealPage, a leading global provider of software and data analytics to the real estate industry, in its $10.2 billion sale to Thoma Bravo

■Taubman in its $9 billion merger and joint venture with Simon Property Group

■Prologis in its $12.6 billion acquisition of Liberty Property Trust

■Penn National Gaming in its acquisition and lease-back of the Tropicana Las Vegas from Gaming and Leisure Properties for $307.5 million in rent credits to be utilized under the parties’ other leases, as well as other transactions to help mitigate the financial impact of the ongoing Covid-19 pandemic

■Cousins Properties in its $7.8 billion combination with TIER REIT

■Forest City Realty Trust’s board in its $11.4 billion sale to Brookfield

■AV Homes in its $1 billion sale to Taylor Morison Home Corp.

■Gramercy Property Trust in its $7.6 billion sale to Blackstone, and in its $5.7 billion merger with Chambers Street Properties

■Quality Care Properties in its $4 billion sale to Welltower and agreement with ProMedica Health System to acquire HCR ManorCare at the completion of HCR ■ManorCare’s Chapter 11 bankruptcy process

■Annaly Capital Management in its $900 million acquisition of MTGE Investment Corp. and its $1.5 billion acquisition of Hatteras Financial Corp.

■Ventas in its:

  • restructuring of its lease and other arrangements with Brookdale Senior Living
  • Spin-off of Care Capital Properties with a portfolio of 355 post-acute/skilled nursing facility properties
  • $2.6 billion acquisition of American Realty Capital Healthcare Trust
  • $7.4 billion acquisition of Nationwide Health Properties
  • $3.1 billion acquisition of Atria’s senior housing portfolio; $2 billion acquisition of Sunrise Senior Living REIT

■Taubman, PREIT and numerous other REITs in governance and activism defense matters

■Regency Centers in its $15.6 billion merger with Equity One

■ Cousins Properties in its merger with Parkway Properties, and the simultaneous spin-off of the Houston-based assets of both companies, creating two publicly traded REITs with a combined gross asset value of $7 billion

■ Annaly Capital Management in its $1.5 billion acquisition of Hatteras Financial

■ The Special Committee of Starwood Waypoint Residential Trust in its merger with Colony American Homes and internalisation of its manager, to create a combined company that will manage over 30,000 homes and have an aggregate asset value of $7.7 billion

■ Ventas in its spin-off of Care Capital Properties with a portfolio of 355 post-acute/skilled nursing facility properties, and in its $2.6 billion acquisition of American Realty Capital Healthcare Trust

■ Gaming and Leisure Properties in its $5.0 billion proposal to acquire Pinnacle Entertainment’s real estate assets

■ Sears Holdings in its formation of Seritage Growth Properties, a new REIT entering into a $2.5 billion sale-leaseback with Sears for 254 stores and in its strategic joint ventures with Simon, General Growth and Macerich

■ Washington Prime Group in its $4.3 billion acquisition of Glimcher Realty

■ Klépierre S.A. in connection with its $9.68 billion acquisition of Corio N.V.

■ Ventas in its $2.6 billion acquisition of America Capital Realty Healthcare Trust, its $7.4 billion acquisition of Nationwide Health Properties, Inc., its $3.1 billion acquisition of Atria’s senior housing portfolio and its $2 billion acquisition of the Sunrise Senior Living REIT

■ Chatham Lodging Trust in its $1.3 billion joint venture restructuring with NorthStar Realty Finance and Cerberus Capital Management, its takeover defense and $1.3 billion acquisition (partly in a joint venture with Cerberus) of the Innkeepers portfolio out of bankruptcy, following the firm’s representation of Innkeepers in its $1.5 billion sale to Apollo

■ Simon Property Group in its spin-off of Washington Prime Group, its €1.5 billion acquisition of a stake in Klépierre from BNP Paribas, its $31 billion bid for GGP and its $2.3 billion acquisition of Prime

USA

This firm is also ranked in:

Global 2021

Ranked Departments

Chambers Research is conducted by 200 Research Analysts, across 200 jurisdictions and provides nearly 6,000 rankings tables. Annually we collect hundreds of thousands of responses from clients, the majority via in-depth interview. Learn more about our methodology.

Find this firm’s ranked departments based on your requirements using the Location, Practice Area or Band filter below.

Filter by

Band
New York

Antitrust
Band 1
Bankruptcy/Restructuring: The Elite
Band 2
Corporate/M&A: The Elite
Band 1
Employee Benefits & Executive Compensation
Band 1
Litigation: General Commercial: The Elite
Band 3
Litigation: Securities
Band 2

Ranked Lawyers

Chambers Research is conducted by 200 Research Analysts, across 200 jurisdictions and provides nearly 6,000 rankings tables. Annually we collect hundreds of thousands of responses from clients, the majority via in-depth interview. Learn more about our methodology.

Find this firm’s ranked individuals based on your requirements using the Location, Practice Area or Band filter below.

Filter by

Band
New York

Antitrust


Damian Didden
Band 3
Ilene Knable Gotts
Band 1
Joseph D Larson
Band 3
Nelson O Fitts
Band 3

Bankruptcy/Restructuring


Emil A. Kleinhaus
Up and Coming
Joshua A Feltman
Band 4

Top Ranked Lawyers

Star Individuals
Edward D HerlihyFinancial Services Regulation: Financial Institutions M&A
Senior Statespeople
Martin LiptonCorporate/M&A
Band 1
Adam O EmmerichCorporate/M&A
Andrew R BrownsteinCorporate/M&A
Daniel A NeffCorporate/M&A
David A KatzCorporate/M&A
Edward D HerlihyCorporate/M&A
David A KatzCorporate/M&A: Takeover Defense
Jeannemarie O'BrienEmployee Benefits & Executive Compensation
Marc WolinskyLitigation: General Commercial
Theodore N MirvisLitigation: Securities
John F SavareseLitigation: White-Collar Crime & Government Investigations
Band 2
Richard G MasonBankruptcy/Restructuring
Richard G MasonBankruptcy/Restructuring
Scott K CharlesBankruptcy/Restructuring

Ranked Offices

Chambers Research is conducted by 200 Research Analysts, across 200 jurisdictions and provides nearly 6,000 rankings tables. Annually we collect hundreds of thousands of responses from clients, the majority via in-depth interview. Learn more about our methodology.

info There are no Ranked Offices in this view.

Ranked Offices

Head Office

firm
Head Office

51 West 52nd Street

New York

New York

USA

NY 10019

View head office profile