Co-Chairmen of the Executive Committee: Edward D Herlihy, Daniel A Neff
Number of partners worldwide: 85 Number of other lawyers worldwide: 206
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 US 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. Wachtell Lipton counsels both public and private acquirors and targets and have a track record of original and groundbreaking solutions and innovations that have had a dramatic impact on business and law. Wachtell Lipton are thought leaders.
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 are at all times afforded the direct personal attention of partners having expertise and sophistication with respect to the issues. Wachtell Lipton works together on a task-force basis on all of its matters, bringing to bear the requisite mix of people and expertise across practice areas.
Wachtell Lipton is consistently ranked as one of the most prestigious and desirable law firms to work for in the US, enabling it to attract the most outstanding and motivated attorneys and law school graduates in the US and globally. The firm’s structure and approach attract talented and entrepreneurial lawyers, who enable Wachtell Lipton to achieve excellent results for its clients in complex and critical matters.
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 US 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 US 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. Wachtell Lipton originated the shareholder rights plan or the ‘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 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:
Restructuring & Finance
Executive Compensation & Benefits
Real Estate 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 M&A, spin-offs and split-offs, public offerings, capital raising transactions and innovative financial products. In addition, Wachtell Lipton is recognised as a leading firm for takeover defence, shareholder activism and corporate governance.
Recent major US transactions have included:
■ TD Ameritrade in its $26 billion all-stock merger with Schwab
■ Independent Bank Group in its $5.5 billion merger with Texas Capital Bancshares
■ Apollo Global Management’s affiliated funds in their $5.4 billion acquisition of Tech Data Corporation
■ Prologis in its $12.6 billion acquisition of Liberty Property Trust
■ 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 TSYS
■ Salesforce in its $15.7 billion acquisition of Tableau Software
■ Anadarko Petroleum in its $60 billion acquisition by Occidental Petroleum
■ Celgene in its $98 billion acquisition by Bristol-Myers Squibb
■ BB&T in its $66 billion all-stock merger of equals with SunTrust Banks
■ United Technologies in its separation into three public companies
■ Altria in its $12.8 billion investment in JUUL Labs
■ Energen in its $9.2 billion all-stock merger with Diamondback Energy
■ Broadcom in its $18.9 billion all-cash acquisition of CA Technologies and $10.7 billion acquisition of Symantec’s Enterprise Security business
■ 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 related generation assets
■ Cigna in its $67 billion acquisition of Express Scripts
■ Thomson Reuters in its $20 billion Thomson Reuters Financial and Risk business strategic partnership with Blackstone
■ Broadcom in its $150 billion proposal to acquire Qualcomm
■ United Technologies in its $30.3 billion acquisition of Rockwell Collins
■ C.R. Bard in its $24 billion merger with Becton Dickinson
■ Whole Foods Market in its $13.7 billion acquisition by Amazon.com
■ CenturyLink in its $34 billion acquisition of Level 3 Communications
■ 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
■ Charter Communications in its $78.7 billion merger with Time Warner Cable and its $10.4 billion acquisition of Bright House Networks
■ Hewlett Packard Enterprise in the $8.8 billion Reverse Morris Trust merger of its Software business with Micro Focus International
■ Lions Gate Entertainment in its $4.3 billion merger with Starz
■ Valspar in its $11.3 billion acquisition by Sherwin-Williams
■ Abbott Laboratories in its $25 billion acquisition of St. Jude Medical
■ Michael Dell, in his $67 billion acquisition of EMC, together with Silver Lake, and $24.4 billion buyout of Dell with Silver Lake and Microsoft
Recent major Cross-Border/ Non-US transactions have included:
■ eBay in the sale of StubHub to viagogo for $4.05 billion
■ 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
■ Genesee & Wyoming in its $8.4 billion acquisition by affiliates of Brookfield
■ Allergan in its $83 billion acquisition by AbbVie
■ Publicis Groupe in its $4.4 billion acquisition of Alliance Data’s Epsilon business
■ Pfizer in its formation of a premier global consumer healthcare joint venture with GlaxoSmithKline
■ Newmont Mining in its $10 billion acquisition of Goldcorp
■ T-Mobile and Deutsche Telekom in the $146 billion combination of T Mobile and Sprint
■ Monsanto in its $66 billion acquisition by Bayer Aktiengesellschaft
■ Frutarom in its $7.1 billion sale to International Flavors & Fragrances
■ Altria in its $2.8 billion investment in Cronos Group
■ Michael Kors its €1.83 billion acquisition of Gianni Versace S.p.A.
■ Pfizer in its $160 billion agreed combination with Allergan plc
■ Marsh & McLennan in its $6.4 billion acquisition of Jardine Lloyd Thompson
■ Thermo Fisher in its $7.2 billion acquisition of Patheon N.V.
■ Actelion in its $30 billion acquisition by Johnson & Johnson
■ PPG Industries in its $29.6 billion offer to acquire Akzo Nobel N.V.
■ Harman International in its $8.8 billion acquisition by Samsung
■ CIT Group in the $10 billion sale of its aircraft leasing business to Avolon Holdings Limited, a subsidiary of Bohai Capital Holding
■ Spectra Energy in its $28 billion merger with Enbridge
■ Danone S.A. in its $12.5 billion acquisition of WhiteWave Foods
■ Johnson Controls in its $16.3 billion combination with Tyco
■ Airgas in its $13.4 billion acquisition by Air Liquide S.A.
■ Visa in its €21.2 billion acquisition of Visa Europe Ltd.
■ Altria Group, SABMiller plc’s 27% shareholder, in SABMiller plc’s $104 billion sale to Anheuser-Busch InBev SA/NV
■ Chubb in its $28.3 billion acquisition by ACE Limited
■ Perrigo Company plc in its successful defense against a $26 billion hostile takeover offer by Mylan N.V.
■ Tim Hortons in its $12.2 billion combination with Burger King
■ Walgreen Co. in its partnership with Alliance Boots and AmerisourceBergen, and its $27 billion acquisition of Alliance Boots
■ Covidien plc in its $49.9 billion acquisition by Medtronic
■ Verizon in its $130 billion acquisition of Vodafone Group Plc’s 45% interest in Verizon Wireless
■ EADS NV in its proposed €35 billion combination with BAE Systems
Wachtell Lipton is a leading defender of companies that are under attack by shareholder activists. The firm has 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: The firm is a thought leader in the area of corporate governance. It has represented the NYSE in connection with the Exchange’s listing standards and corporate governance initiatives for listed companies. It has represented numerous major corporations in connection with corporate governance and related matters, as well as boards of directors and special committees in connection with corporate governance investigations and related matters.
National & International Litigation Practice:
Wachtell Lipton’s litigation department routinely handles the highest-profile corporate litigations in the country for clients across a wide range of industries. Far less leveraged than its peers, the 75-lawyer group staffs each case with expert partners and approaches each new matter with intensity, thoroughness and creativity. Wachtell Lipton’s approach is to achieve the best result for the client as quickly as possible. The firm regularly takes cases to trial and win before judges, arbitrators and juries. But Wachtell Lipton also knows when it makes sense to settle, and it has structured some of the largest and most complex litigation settlements to date. The group is best known for its takeover and transactional litigation practice, but is equally prominent in other areas of commercial and securities litigation. It also has a leading white collar and regulatory enforcement practice representing companies and individuals in state and federal regulatory and criminal investigations. The firm appears in state and federal courts throughout the US at both trial and appellate levels, as well as in arbitrations and mediations nationally and internationally.
Takeover & Merger Litigation:
The firm is considered one of the leading transaction and takeover litigation firms in the country, having litigated many of the seminal cases establishing US takeover law, including: Moran v. Household Int’l Inc.; Revlon Inc. v. MacAndrews & Forbes Holdings, Inc.; Paramount Communications, Inc. v. Time, Inc.; Paramount Communications, Inc. v. QVC Network, Inc.; and IBP, Inc. v. Tyson Foods. Recent representations have included:
■ United Technologies in precedent-setting Delaware Supreme Court decision recognizing the right of corporations to impose important limitations on shareholder use of corporate records obtained via DGCL 220
■ Allergan in its closely watched takeover battle, resulting in a groundbreaking preliminary injunction that set new federal precedent against unfair tactics in takeover bids
■ Freeport-McMoRan and its independent directors in shareholder litigation challenging Freeport’s acquisition of two oil and gas companies
■ InterActiveCorp and Barry Diller in a trial against John Malone and Liberty Media to establish and maintain corporate control
■ Lions Gate Entertainment in its successful defense against actions brought by Carl Icahn as part of his hostile takeover attempt
■ Cole Holdings in a representation of a special committee of independent directors, in defense of attacks from activists and stockholder plaintiffs
■ KKR Financial in the landmark dismissal (and appellate defense thereof) of shareholder lawsuits in the Delaware Court of Chancery and Supreme Court challenging KKR’s acquisition of KKR Financial Holdings
■ Michael Dell in the successful defense against stockholder and potential hostile bidder litigation challenging his take-private deal of Dell Inc.
■ Sotheby’s in the successful defence of its shareholder rights plan against an activist investor attack
■ Vulcan Materials in its defence of a bid from Martin Marietta Materials, resulting in an unprecedented injunction barring a hostile bid
■ Airgas in its landmark takeover defence against Air Products
■ The group has leading expertise in dealing with activist situations, having handled a substantial portion of the big- gest 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 firm consistently handles some of the nation’s leading commercial disputes covering diverse industries and subject matters.
Recent representations have included:
■ Goldman Sachs in successful litigation against founders of Outcome Health
■ Bank of America in global strategy to address financial-crisis mortgage exposure, including complex multi-billion dollar settlements and litigations
■ Santander Consumer USA in multiple government inquiries, including an investigation by a coalition of state attorneys general, and in civil litigation in connection with the company’s subprime auto-loan business
■ Alcoa in litigation over the impact of its planned separation into two public companies on provisions of joint venture agreements with Alumina
■ 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
■ Motorola Mobility in the successful dismissal of a shareholder lawsuit in the Circuit Court of Cook County, Illinois, arising from the 2011 transaction in which Google acquired Motorola Mobility for approximately $12.5 billion
■ General Motors Company board of directors in providing advice in connection with ignition switch recalls
■ National Australia Bank in landmark Morrison case involving foreign investors bringing securities class actions against foreign companies; briefed, argued and won unanimous Supreme Court decision barring such ‘F-cubed’ securities litigation
■ JPMorgan Chase in multifaceted, multibillion dollar litigations arising out of the Lehman bankruptcy and Madoff Ponzi scheme
■ Iusacell (now ATT Mexico) in three-week arbitration with IBM over technology outsourcing agreement
■ Philip Morris in a multi-billion dollar arbitration under the Master Settlement Agreement with the 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.
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. Wachtell Lipton 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. Wachtell Lipton 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, it represented the state’s judiciary in historic and successful litigation over the state’s failure to increase the pay of its judges since 1999. Wachtell Lipton took on one of the earliest cases challenging the military’s policies discriminating against gay service members.
Restructuring & Finance:
Wachtell Lipton has one of the leading restructuring practices in the nation, principally representing banks, hedge funds, private equity firms and other creditors and acquirors in national and multinational bankruptcy cases and out-of-court restructurings. In addition, attorneys in Wachtell Lipton’s restructuring practice regularly handle complicated acquisitions or divestitures of businesses in financial distress or bankruptcy, out-of-court restructurings of distressed borrowers, and other major transactions involving significant debtor/creditor issues. The firm also has extensive experience in cross-border restructurings, including chapter 15 cases. The group’s attorneys represented the United States Treasury in connection with the rescues of Fannie Mae and Freddie Mac, including the Treasury’s multibillion dollar investment in the Senior Preferred Stock of the GSEs following the commencement of their conservatorships.
Recent restructuring engagements include the representation of major lenders, derivatives counterparties and equity holders in the following chapter 11 cases and out-of-court restructurings: Lehman Brothers; General Motors (Motors Liquidation Co.); Energy Future Holdings; Westinghouse; Puerto Rico; Caesars Entertainment; Key Energy; Payless ShoeSource; Sports Authority; True Religion; Gander Mountain; ExGen Texas Power; CHC Helicopter; MF Global; Graceway Pharmaceuticals; Hawker Beechcraft; Innkeepers; Washington Mutual; Lyondell Chemical; Aleris International; and Fairpoint Communications. Wachtell Lipton’s specialised litigators handle high-profile matters involving bankruptcy, restructuring and finance issues. Its litigators represented JPMorgan Chase in the successful defense of multi-billion dollar actions brought by the Lehman Brothers estate and by the trustee for Bernard Madoff’s brokerage firm.
Wachtell Lipton represented Campbell Soup in the successful defense of litigation arising out of the Vlasic spinoff. It also represented Education Management in litigation arising out of its out-of-court restructuring, including its precedent-setting appeal in the Marblegate case. Other significant engagements include key litigation arising in chapter 11 cases including Energy Future Holdings, Thornburg Mortgage, Boston Generating, Innkeepers and National Century Financial Enterprises. Finance Practice: Wachtell Lipton has a market-leading financing practice, with extensive experience in all types of financing transactions, including investment grade and high-yield senior secured bank facilities, Rule 144A and registered investment grade and high-yield bond offerings, bridge facilities, tender offers, exchange offers and consent solicitations. The firm’s financing practice is an integral part of Wachtell Lipton’s merger and acquisition practice; its financing lawyers work as a team with its corporate, tax and other attorneys on some of the most complicated, high-profile transactions in the United States and around the world. Wachtell Lipton provides innovation and leadership to enable its clients to meet their most important objectives. The breadth and depth of its market exposure allows Wachtell Lipton to ensure that its corporate and private-equity clients benefit from the latest financing market trends and techniques — a particular advantage when, as now, financing markets are evolving quickly.
Many of Wachtell Lipton’s financings extend across multiple national borders, and it is experienced in solving the complex issues that arise in multinational situations and in making sure that cross-border transactions benefit from the latest developments in the financing markets, which often originate in New York. The firm has led financings involving Europe, Asia, Latin America and Australia. Wachtell Lipton takes a unified approach to financing; bank financings and capital markets transactions are handled by a single team, resulting in a high level of coordination and execution on multiple-part financings, alignment of covenant packages across the capital structure, the adoption of best practices across financing types and effective comparison of financing alternatives. Wachtell Lipton move quickly to capitalise on strong financing markets and meet tight transaction timelines.
Recent corporate acquisition financing engagements have included assisting:
■ 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
■ Dollar Tree in its $10 billion financing to acquire Family Dollar 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.
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.
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:
■ 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
■ 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 value of $7 billion
■ Annaly Capital Management in its $1.5 billion acquisition of Hatteras Financial
■ JAVELIN Mortgage Investment in its acquisition by ARMOUR Residential REIT
■ 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
■ Gramercy Property Trust in its merger with Chambers Street Properties to create a premier $5.7 billion net lease REIT
■ 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 US$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 defence 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
■ Cole in its $11.2 billion merger with ARCP to create a $21.5 billion net lease REIT and successful takeover defence of Cole Credit Property Trust III
■ The $14 billion merger of equals of ProLogis and AMB that created the largest global industrial REIT with combined assets of $46 billion
■ Silverstein Properties in the redevelopment of the World Trade Center
■ Tishman Speyer and Lehman in their $22 billion acquisition of the Archstone apartment REIT and the subsequent restructuring of Archstone