Firm / Organisation

Wachtell, Lipton, Rosen & Katz

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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:
■ 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:

■ 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. The firm has advised numerous public companies in responding to activist shareholders 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 a number of major corporations in connection with corporate governance and related matters; it has also advised special committees of boards of directors in connection with corporate governance investigations and related matters.

National & International Litigation Practice:
The firm has 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. Its litigators have a long history of handling cutting-edge merger litigation, including many of the most significant takeover defense battles in history. The firm is 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. It also assists its clients with sensitive internal and law enforcement investigations. In addition, its 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 has one of the leading restructuring practices in the nation, principally representing banks, hedge funds, private equity funds and other creditors and acquirors in national and multinational bankruptcy cases and out-of-court restructurings. The firm’s restructuring practice regularly handles complicated acquisitions or divestitures of businesses in financial distress or bankruptcy, highly leveraged transactions and other major transactions involving significant debtor/creditor issues.

The group’s attorneys represented the United States Treasury in connection with the rescues of Fannie Mae and Freddie Mac, including the multibillion dollar investment in the Senior Preferred Stock of the GSEs. 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 and others.

The group also represents corporate borrowers in out-of-court restructurings and workouts. For example, the group represented Education Management Corporation 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.

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 its merger and acquisition practice; its financing lawyers work as a team with the firm’s corporate, tax and other attorneys on some of the most complicated, high-profile transactions in the United States and around the world. The firm provides innovation and leadership to enable its clients to meet their most important objectives. The breadth and depth of the firm’s market exposure allows it 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 the firm’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. It moves quickly to capitalize on strong financing markets and meet tight transaction timelines.

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:
■ 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