Lawrence S. Makow is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz. Mr. Makow specializes in mergers and acquisitions and advises companies, boards of directors and others in critical situations, including management transitions, takeover defenses and proxy contests. As a member of a focused group of partners at the firm, he concentrates on transactional, governance, crisis management, and regulatory work involving banks and other financial institutions.

Mr. Makow has represented numerous financial institutions and others in some of the most significant transactions in the financial sector over the course of the past decade. Among many more, these include:

• The PNC Financial Services Group, Inc. in its pending sale of its Global Investment Servicing Business to Bank of New York Mellon Corporation and in its acquisition of National City Corporation
• Wells Fargo & Company in its acquisition of Wachovia, its significant equity capital raises in 2008-2009 and its 2008 sale of TARP preferred stock to the U.S. Treasury
• Bank of America Corporation in its acquisition of Merrill Lynch and in its contested acquisition of the LaSalle Bank unit of ABN AMRO
• Bankrate in connection with its sale to an affiliate of Apax Partners
• United States Department of the Treasury in connection with the conservatorships and recapitalizations of Fannie Mae and Freddie Mac, and the rescue of American International Group (AIG)
• Fidelity Information Services in its acquisition of Metavante
• JPMorgan Chase & Co. in several transactions, including its acquisition of the banking business of The Bank of New York in exchange for JPMorgan Chase’s corporate trust business
• U.S. Bancorp in connection with numerous transactions, including its acquisition of Mellon 1st Business Bank
• BB&T Corporation in its acquisition of assets of the former Colonial BancGroup from the FDIC
• Webster Financial Corporation in connection with the equity investment in Webster by Warburg Pincus
• Compass Bancshares in its sale to Grupo BBVA
• Golden West Financial Corporation in its sale to Wachovia
• MBNA Corp in its acquisition by Bank of America
• Household Financial in its sale to HSBC
• AIG in its unsolicited bid for, and ultimate acquisition of, American General Corporation

Additionally, Mr. Makow has advised on the transformational transactions that have formed the largest banking institutions in the United States, including the mergers of JPMorgan Chase and Bank One, Bank of America and FleetBoston Financial, Nationsbank and Bank of America, Wells Fargo and Norwest, and Bank One and First Chicago NBD. He also advised in the acquisitions of Bankers Trust and DLJ by Deutsche Bank and Credit Suisse, respectively.

Outside the financial sector, Mr. Makow represented Delta Air Lines on its historic acquisition of Northwest Airlines, Alltel Corporation on its sale to Verizon Wireless, Dollar General on its sale to a private equity consortium, and Valero Energy on its merger with Ultramar Diamond Shamrock. He also represented the board of directors of Payless Shoesource (now Collective Brands) in  successfully defeating a hedge fund’s proxy contest, and represented the Deepdale Golf Club in its successful defense against an attempt by the Village of North Hills to seize it by eminent domain.  He has also advised boards and special committees of financial institutions and other corporations in connection with complex and significant strategic matters, such as significant regulatory actions and executive management transitions.

Prior to beginning his legal career, Mr. Makow worked in the field of medical imaging and, during the 1980s, was involved in the research and development of medical magnetic resonance imaging (MRI). After he received his J.D. from Stanford Law School, he clerked for the Honorable Pamela A. Rymer of the United States Ninth Circuit Court of Appeals.  Mr. Makow received his undergraduate engineering degree from Johns Hopkins University.