Practices in Wachtell Lipton's corporate department, focusing primarily on mergers and acquisitions, corporate governance and securities law matters. His practice has included a broad and varied representation of public and private corporations and other entities in a variety of industries throughout the United States and globally, in connection with mergers and acquisitions, divestitures, spin-offs, joint ventures and financing transactions. He also has extensive experience in takeover defense.
After serving as a law clerk to Judge Abner J. Mikva, of the United States Court of Appeals for the District of Columbia Circuit, he joined the firm in 1986 and was named partner in 1991. He attended Swarthmore College and The University of Chicago, from which he received his J.D. with honors. While at the University of Chicago, he served as topics and comments editor of The University of Chicago Law Review, was elected to the Order of the Coif, and was the recipient of an Olin Fellowship in law and economics. He is a frequent author and speaker on topics relating to mergers and acquisitions and corporate governance, including at MIT’s Sloan Convocation and on India’s CNBC-TV18.
Co-chair of the International Institute for the Study of Cross-Border M&A, co-chair of the advisory board of New York University’s REIT Center for the Study of Public Real Estate Companies, and a member of the American Law Institute. He has served as co-chair of the NYU Real Estate Institute’s Annual Symposium on REITs since its inception. He is a member of the Corporate Academic Bridge Group of the NYU Pollack Center for Law & Business, and a frequent contributor to the Harvard Law School Forum on Corporate Governance and Financial Regulation. He serves on the board of the American Friends of the Israel Museum, and as president of the Friends of the Israel Antiquities Authority and also of the Friends of Rambam Medical Center. He was previously a member of the board of the Lawyers Alliance for New York, the Visiting Committee of the University of Chicago Law School, The Ramaz School and co-chair of the Young Lawyers Division of the UJA-Federation in New York.
He lives in Manhattan with his wife, two daughters and son.
Led the Wachtell Lipton teams for Tim Hortons in its $12.2 billion combination with Burger King Worldwide and Covidien plc in its $49.9 billion acquisition by Medtronic, which were named by The American Lawyer as 2015 Global M&A Deal of the Year: Canada and Global M&A Deal of the Year: Ireland. Recognized as one of the 500 leading lawyers in America by Lawdragon, one of the world’s leading lawyers in the field of Mergers and Acquisitions in the Chambers Guide to the World’s Leading Lawyers, an expert in each of M&A, Corporate Governance and M&A in the real estate field by Who's Who Legal, and as an expert both in M&A and in Corporate Governance by Euromoney Institutional Investor’s Expert Guides. Among the other transactions in which he has taken a leading role are: Broadcom Limited in its $130 billion proposal to acquire Qualcomm Incorporated; Deutsche Telekom in its agreed $39 billion sale of T-Mobile to AT&T and Deutsche Telekom and T-Mobile USA in the combination of T-Mobile USA and MetroPCS Communications at a $30 billion enterprise valuation; Prysmian Group in its $3 billion acquisition of General Cable; Medtronic plc in its $6.1 billion sale of a portion of its Patient Monitoring & Recovery Division to Cardinal Health, Inc.; Iscar / IMC International Metalworking Companies B.V. and the Wertheimer family in the acquisition by Berkshire Hathaway of an 80% interest in Iscar at a $5 billion enterprise value, and in Berkshire Hathaway’s subsequent $2.05 billion purchase of the remaining 20% interest; Iscar in its $1 billion acquisition of Tungaloy of Japan; Acciona in its €43.7 billion acquisition with Enel of Endesa and in relation to E.ON’s offer for Endesa; Faiveley Transport in its €1.7 billion sale to Wabtec Corp.; XPO Logistics in its acquisition of Norbert Dentressangle S.A. for €3.24 billion, New Breed for $615 million, and Pacer International for $335 million, and in connection with equity investments in XPO by Ontario Teachers' Pension Plan, GIC – Singapore’s sovereign wealth fund, PSP Investments and others; Publicis Goupe S.A. in its $3.7 billion acquisition of Sapient Corporation; Creative Artists Agency in a $120 million investment and joint venture transaction with a consortium led by China Media Capital and in the investment by TPG Capital to acquire a controlling interest; Washington Prime Group in its $4.3 billion acquisition of Glimcher Realty; Doosan Corporation in its acquisition of the assets of ClearEdge Power in a Section 363 bankruptcy sale; Mallinckrodt plc in its $5.6 billion acquisition of Questcor Pharmaceuticals, its $1.4 billion acquisition of Cadence Pharmaceuticals, its $2.3 billion acquisition of Ikaria, and its $1.325 billion acquisition of Therakos, Inc.; Harland Clarke, a subsidiary of MacAndrews & Forbes, in its $1.8 billion acquisition of Valassis Communications; Simon Property Group in its $4.15 billion spin-off of Washington Prime Group; Publicis Groupe SA in its later-abandoned $35.1 billion merger with Omnicom; the Special Committee of the board of Activision Blizzard in an $8.2 billion purchase of shares of Activision from Vivendi, S.A., its controlling stockholder, by Activision and an investment vehicle formed by Activision's CEO Bobby Kotick and Co-Chairman Brian Kelly; Casino Guichard Perrachon SA in connection with its acquisition of control of Grupo Pão de Açúcar, the IPO of Cnova NV and its €1.7 billion sale to Grupo Éxito of an 18.8% interest in GPA and 100% of Casino’s Argentinian subsidiary, Libertad; América Móvil, S.A.B. de C.V. in its acquisition of 21% of Telekom Austria AG; GlaxoSmithKline in its unsolicited offer and acquisition of Human Genome Sciences for $3.6 billion; Sunrise Senior Living in connection with its sale to Health Care REIT, in transactions involving total investment by Health Care REIT of $4.3 billion; AMB Property Corporation in its $15 billion merger with ProLogis, to create a REIT with assets owned and managed of $46 billion; Google in its participation in the Nortel patent auction; Grupo Prisa in its $1.5 billion transaction with Liberty Acquisition; the board of Wyeth in its $68 billion acquisition by Pfizer; Simon Property Group in connection with its offer to acquire General Growth Properties for $31 billion; Swarth Investments in the sale of its controlling interest in GVT (Holding) SA, Brazil to Vivendi in a transaction valuing GVT at $4.2 billion; Alcoa in the $14 billion investment in Rio Tinto by Chinalco and Alcoa; the $4.7 billion acquisition of Constellation Energy by MidAmerican Energy; Tishman-Speyer and Lehman Brothers in their $22.2 billion acquisition of Archstone-Smith; Vornado, Starwood Capital and Walton Street in their $39 billion bid to buy Equity Office Properties; Man Group’s purchase of Refco’s regulated futures business in Refco’ s bankruptcy proceeding; Taubman Centers’, Dana’s and Circuit City’s successful defenses of hostile takeover attempts by Simon Property Group, ArvinMeritor and Highfields Capital, respectively; the acquisition by Wal-Mart of an interest in Seiyu in Japan and in transactions in Brazil, China, Puerto Rico and the UK; MacAndrews & Forbes in its recapitalization of Revlon; Cable & Wireless in its exit from its U.S. activities; the successful $6 billion unsolicited offer by Public Storage for Shurgard; The Mills Corporation in its $7.8 billion sale to a partnership of Simon Property Group and Farallon; the acquisition by Morgan Stanley and Onex of Town & Country; Lend Lease in the sale of its U.S. businesses; MetLife in a variety of transactions; the acquisition by Raytheon of the defense business of Hughes Electronics from GM, and Raytheon’s acquisition of Texas Instruments defense business and sale of its Amana appliance unit; the Cisneros family of Venezuela in transactions with Coca-Cola and Bell South; Seagram/Universal’s acquisition of Viacom’s interest in USA Network; and MCA’s sale to Matsushita.