Ben Roth has been a member of Wachtell, Lipton, Rosen & Katz’s Corporate Department for nearly 25 years and was elected to the partnership in 2009. His practice focuses on advising boards of directors, management teams and financial sponsors in connection with domestic and cross-border mergers and acquisitions, leveraged buyouts and other private equity transactions, capital markets transactions, including IPOs, spinoffs and other forms of securities offerings, and general corporate governance and securities law matters, including proxy fights and activism preparedness and defense.  He has advised a broad range of public and private companies and financial sponsors in the United States and abroad in a variety of industries, including technology, health care, pharmaceuticals, retail, energy, industrials and financial institutions.

Ben is a key leader in Wachtell Lipton’s Technology Transactions practice.  He spends a significant amount of time advising public and private clients in the technology sector on transactional and governance matters, as well as advising other companies seeking to acquire high-tech assets. He spends a significant amount of his time on the West Coast.

In 2013, Ben was selected as a winner of the “40 Under 40” Awards for legal advisors by The M&A Advisor.  He also has been featured three times as Dealmaker of the Week by AmLaw Daily, included several times as a “Super Lawyer” in the area of mergers and acquisitions by Super Lawyers magazine, and recognized as an expert in mergers and acquisitions by ExpertGuides.  He was selected as one of the Top 10 M&A lawyers in North America for 2022 and as one of the Top 10 Technology Lawyers in North America for 2024 by MergerLinks.  He was also selected by Lawdragon as a Leading Dealmaker in America several times and a Leading Energy Lawyer in America.  Ben also speaks and writes frequently on both transactional and governance-related topics. He serves as the Vice Chair of the International M&A Joint Venture Committee of the American Bar Association.

Ben received a B.S. in Foreign Service, magna cum laude, from Georgetown University’s School of Foreign Service and is a member of Phi Beta Kappa.  He received his J.D. with honors from Stanford Law School, where he served as co-editor-in-chief of the Stanford Journal of Law, Business and Finance.  He is a member of the Stanford Law School Board of Visitors. He established the Wachtell Lipton Running Team and is an avid runner. He is also a spin enthusiast and is a Certified Spinning Instructor.

Selected publicly-disclosed representations include:

Technology and Gaming

• Twitter in its acquisition by Elon Musk
• Hewlett-Packard Enterprise in its acquisition of Juniper Networks
• Hewlett Packard Enterprise in a Reverse Morris Trust spinoff and concurrent merger of certain software assets with UK-based Micro Focus
• Hewlett Packard Enterprise in its acquisitions of Nimble Storage Inc. and Cray Inc.
• Hewlett-Packard in its separation into two industry-leading public companies, Hewlett Packard Enterprise and HP Inc.
• Airbnb in numerous aspects of its corporate governance in connection with its initial public offering
• De Agostini S.p.A. as controlling shareholder of International Game Technology plc in its transaction to separate its Global Gaming and PlayDigital businesses, combination with Everi Holdings Inc. and sale of the combined business to Apollo Global Management.
• Milan-listed GTECH SpA (formerly known as Lottomatica) and its control shareholder the DeAgosini Group in the acquisition of International Game Technology and its related reincorporation in the UK, relisting on the NYSE and implementation of a loyalty share program
• International Game Technology plc in the sale of its social casino subsidiary, Double Down Interactive LLC, and new multi-year partnership with DoubleU Games of Korea as well as its acquisition of iSoftBet
• Barnes Group in its acquisition of private Italian robotics company Gimatic S.r.l
• Bankrate.com in its acquisition by Apax Partners, including the related activist campaign against the transaction by Coatue Management, subsequent IPO and various equity and debt offerings
• Google in its “stalking horse agreement” to acquire a portfolio of 6,000 patents and related assets from Nortel pursuant to Nortel’s bankruptcy process
• Walter Hewlett in a proxy contest concerning the acquisition of Compaq by Hewlett-Packard

Life Sciences, Pharma and Healthcare

• Hologic in its acquisition by Blackstone and TPG as well as in its acquisition and subsequent disposition of Cynosure
• Walgreens in its transactions with Alliance Boots and AmerisourceBergen, and its acquisitions of Duane Reade and Option Care
• Novartis in its acquisitions of Alcon, Chiron, Eon Labs and Hexal AG
• Covidien in its spinoff of Mallinckrodt Pharmaceuticals and later its acquisition by Medtronic
• Mallinckrodt Pharmaceuticals in several acquisitions

Retail

• Wal-Mart in its acquisition of The Seiyu, Ltd. of Japan
• Dollar General in its acquisition by Kohlberg, Kravis, Roberts & Co.
• The Sports Authority in its acquisition by Leonard Green & Partners

Energy and Renewables

• Public Service Enterprise Group (PSEG) in its offshore wind joint venture Ocean Wind with Denmark-based Ørsted, sale of its solar generating fleet to LS Power, and sale of its fossil fuel generating fleet to ArcLight Capital
• CVR Energy against an activist campaign by and ultimate sale to Carl Icahn
• ConocoPhillips in its acquisition of Burlington Resources
• Cinergy in its merger with Duke Energy
• Ameren Corporation in its purchase of Illinois Power Company from Dynegy

Consumer Products, Restaurants and Packages Goods

• Unilever plc in the pending $45 billion sale of its Foods business to McCormick & Company in the largest cross-border Reverse Morris Trust transaction ever
• Sealed Air (SEE) in its acquisition of Liqui-Box from Olympus Partners
• Yum! Brands in the spinoff of its China business, as well as the concurrent investments by Primavera Capital and Ant Financial into Yum China
• Kellogg in its sale of certain cookies and other businesses to Ferrero International and its acquisition of the Pringles® business from Procter & Gamble
• Sysco Corporation in its attempted acquisition of US Foods including the fully-negotiated divestiture of 11 food distribution facilities to Performance Food Group as well as activist campaign by Trian Partners
• Clorox in its successful defense against an unsolicited offer by Icahn Enterprises
• Brazilian private equity firm Vinci Partners in its transaction to become the master franchisee for Burger King in Brazil

Financial Services

Santander Consumer USA Holdings in its IPO and subsequent equity self-tender offer

GMAC (now Ally Financial) in its $38 billion private exchange and cash tender offers, its $16.3 billion equity issuances related to receipt of TARP funds, its transaction to become the primary provider of wholesale and retail financing for Chrysler, and multiple senior notes offerings

Sears, Roebuck & Co. in the sale of its U.S. credit card and financial product businesses to Citicorp

Sears Canada in the sale of its credit card business to J.P. Morgan Chase

CIT Group in various exchange and new securities offerings

Industrial, Aerospace, Other

The AZEK Company in its acquisition by James Hardie Industries.

Barnes Group in its sale to Apollo Global Management

A Special Committee of the Board of Directors of United Parks & Resorts Inc. in an amendment to the Stockholders Agreement with Hill Path Capital in connection with a proposed share repurchase program to be approved by disinterested stockholders

Masonite International in its acquisition by Owens Corning

Masonite International in its now terminated proposed acquisition of PGT Innovations

Masonite International in its acquisition of Endura Products

Barnes Group in its acquisition of MB Aerospace

First Quality Enterprises in its acquisition of the Dryden pulp mill from Paper Excellence Group

CNH Industrial in the divestiture of its Raven Engineered Films division to Industrial Opportunity Partners

Joy Global in its acquisition by Komatsu

Temple Inland in its acquisition by International Paper

Raytheon Technologies in its $9.2 billion private exchange offer and related consent solicitation and offering of new notes

United Technology’s Pratt & Whitney division in the restructuring of its International Aero Engine joint venture

Apollo Global Management in numerous acquisitions and other transactions, including its restructuring of PrimaCom AG and its acquisitions of Realogy Corporation, AMC Entertainment and the Advanced Materials business from General Electric to form Momentive Performance Materials

Select public activist defense representations:

Fortune Brands Innovations in its engagement with Garden Investments

Barnes Group in its engagement with Irenic Capital

Walgreens Boots Alliance in its engagement with JANA Partners

Yum! Brands in its engagement with Corvex Management

Apple in its engagement with Carl Icahn

Sysco Corporation in its engagement with Trian Partners

The Clorox Company in its engagement with Carl Icahn

CVR Energy in its engagement with Carl Icahn

Bankrate.com in its engagement with Coatue Management