Our firm handles some of the largest and most complex U.S. and international transactions. We advise on a range of corporate matters, including mergers and acquisitions, spin-offs and split-ups, public offerings, financial products and financing transactions. We also counsel companies, and their boards of directors, on corporate disclosure, governance and policy issues.

We represented, among many others: JPMorgan Chase in its pending $1.18 billion acquisition of Bear Stearns; Home Depot in its $8.5 billion sale of its HD Supply and CND Holdings units to Bain, Carlyle and Clayton Dubilier; Countrywide in Bank of America’s $2 billion strategic investment in Countrywide and subsequent $4 billion sale to Bank of America; the Bancroft Family in News Corporation’s $5.6 billion acquisition of Dow Jones; BEA in its $8.5 billion sale to Oracle; Merrill Lynch in its effort to raise $12.2 billion in capital from Temasek and the Kuwait Investment Authority, among others; Ambac Financial in its issuance of $1 billion in commonstock and $500 million in Equity Units; Hexion Specialty Chemicals in its $10.6 billion acquisition of Huntsman; Warburg Pincus in its investment of up to $1 billion in MBIA; Chaparral Steel in its $4.2 billion sale to Geradau Ameristeel; Penn National Gaming in its $8.9 billion sale to Centerbridge and Fortress; A.G. Edwards in its $6.8 billion sale to Wachovia; Ceridian in its $5.3 billion LBO by Fidelity National and Thomas H. Lee; Tishman Speyer and Lehman Brothers in their $22.2 billion acquisition of Archstone; BGC in its $1.4 billion merger with eSpeed; Washington Group in its $3.2 billion acquisition by URS; ALLTEL in its $27.5 billion LBO by Goldman Sachs and TPG; Bausch & Lomb in its $4.5 billion acquisition by Warburg Pincus; Cardinal in its $1.5 billion acquisition of VIASYS; Greater Bay Bancorp in its $1.5 billion merger with Wells Fargo; Bank of America in its $21 billion acquisition of LaSalle from ABN AMRO; Innkeepers in its $1.5 billion LBO by Apollo; Bank of America, JPMorgan Chase and J.C. Flowers in their proposed $25.2 billion acquisition of Sallie Mae, and the current litigation surrounding that transaction; Warburg Pincus in its $625 million purchase of an equity stake in Metavante; Tribune in its $8.2 billion LBO by Sam Zell and Tribune ESOP; Acciona in its $60.4 billion acquisition of Endesa in partnership with Enel; Avery Dennison in its $1.34 billion merger with Paxar; Dollar General in its $7.3 billion sale to KKR; Schering-Plough in its $14.4 billion acquisition of Organon Biosciences; Apollo in its $1.15 billion LBO of Noranda and CEVA in its $2 billion LBO of EGL; Golden West Financial in its $25.5 billion sale to Wachovia; Caremark in its $27 billion merger with CVS and in responding to the $27 billion unsolicited bid by Express Scripts; Goldman Sachs in its $8.3 billion transaction to take ARAMARK private; Iscar in its $5 billion acquisition by Berkshire Hathaway; Lucent in its $16.8 billion combination with Alcatel; Thermo Electron in its $12.8 billion acquisition of Fisher Scientific; ConocoPhillips in its $35.6 billion acquisition of Burlington Resources; MBNA in its $35.8 billion acquisition by Bank of America; Unocal in its agreement to be acquired by Chevron for $19 billion, and in responding to the $20 billion overbid by CNOOC Limited; Cingular in its $41 billion acquisition of AT&T Wireless (the largest cash acquisition in history); Walt Disney in its response to Comcast’s now-withdrawn $60 billion hostile offer; BANK ONE in its $58 billion merger with JPMorgan Chase; Sanofi in its successful $68 billion hostile exchange offer for Aventis; the NYSE’s $4.3 billion merger with Archipelago that transformed the NYSE into a publicly traded company and the NYSE in its $10.2 billion combination with Euronext; Instinet in its $1.9 billion sale to Nasdaq; SUPERVALU in its $17.4 billion acquisition of Albertsons; Cinergy in its $9.4 billion merger with Duke Energy; Sears in its $12.3 billion merger with Kmart and the divestiture by Sears of its credit card portfolio to Citigroup for $31.8 billion, as well as the divestiture by Sears Canada of its credit card portfolio to JPMorgan Chase for $2.7 billion; FleetBoston in its $47 billion acquisition by Bank of America; the Special Committee of non-executive directors of News Corporation in connection with its $50 billion recapitalization and reincorporation from Australia to the United States and certain related-party acquisitions from the Murdoch family; Constellation Brands in its $1.3 billion acquisition of Vincor; Western Wireless in its $5.4 billion sale to ALLTEL; Apax, Apollo, Madison Dearborn and Permira in their $5 billion acquisition of Intelsat, Intelsat in its $6.4 billion acquisition of PanAmSat and Intelsat in its $16.4 billion LBO by BC Partners-led group of investors; Altria (formerly Philip Morris) in its $5.6 billion sale of Miller Brewing to South African Breweries; Hercules in its $1.8 billion sale of its BetzDearborn water treatment business to GE Capital; and Allied Irish Banks in the $3.1 billion sale of Allfirst to M&T Bank.

We originated the so-called “poison pill”; represented the issuer in the $10.6 billion IPO of AT&T Wireless (the second largest US IPO in history) and in its subsequent $26.8 billion exchange offers and spin-off to AT&T shareholders; represented Lazard, which had been privately held for 157 years, in its IPO and related restructuring transactions; structured the first cross-border “Morris Trust” transaction, between SmithKline Beckman and Beecham, including the related spin-offs of Beckman and Allergan; and has been involved in the transactions and litigation resulting in most of the landmark corporate governance decisions in Delaware, including the Household, Revlon, Newmont Mining, Macmillan, Interco, Time Warner, QVC and Omnicare cases.

We consistently are in the top rank of legal advisors by transaction dollar volume, notwithstanding that all of our major competitors are significantly larger. Since the beginning of the year 2004, we have been the legal advisor on six of the top ten transactions in the United States, and six of the top ten transactions globally, as well as numerous other acquisition and restructuring transactions.