Adam O. Emmerich
Honorable Abner J. Mikva, United States Court of Appeals, District of Columbia Circuit, 1985 – 1986
Adam O. Emmerich
Adam Emmerich practices in Wachtell Lipton’s corporate department, focusing primarily on mergers and acquisitions, corporate governance and securities law matters. His practice has included a broad and varied representation of public and private corporations and other entities in a variety of industries throughout the United States and globally, in connection with mergers and acquisitions, divestitures, spin-offs, joint ventures and financing transactions. He also has extensive experience in takeover defense.
Adam was named a Dealmaker of the Year by The American Lawyer in 2019 for his work with T-Mobile USA and Deutsche Telekom in the $146 billion all-stock combination of T-Mobile and Sprint. Adam also led the Wachtell Lipton teams for Covidien plc in its $49.9 billion acquisition by Medtronic and Tim Hortons in its $12.2 billion combination with Burger King Worldwide, which were named by The American Lawyer as 2015 Global M&A Deal of the Year: Ireland and Global M&A Deal of the Year: Canada.
Adam is recognized as one of the 500 leading lawyers in America by Lawdragon, one of the world’s leading lawyers in both Mergers and Acquisitions and REITs by Chambers and Partners, and an expert in each of M&A, Corporate Governance and M&A in the real estate field by Who’s Who Legal, which has named him among the WWL Thought Leaders: Global Elite 2021 and also as Lawyer of the Year in M&A for 2019. Adam is also recognized as an expert both in M&A and in Corporate Governance by Euromoney Institutional Investor’s Expert Guides and a highly regarded leading lawyer by IFLR 1000. Adam was named one of Hollywood’s Top 20 Dealmakers of 2017 by The Hollywood Reporter and has also been profiled together with Robin Panovka by Lawdragon for their work in our REIT and real estate M&A practice.
Among the other transactions in which Adam has taken a leading role are:
- Broadcom in its $147 billion proposal to acquire Qualcomm
- Deutsche Telekom and T-Mobile USA in the combination of T-Mobile USA and MetroPCS Communications at a $30 billion enterprise value, and Deutsche Telekom in its agreed $39 billion sale of T-Mobile to AT&T
- the board of Wyeth in its $68 billion acquisition by Pfizer
- Immunomedics in its $21 billion acquisition by Gilead
- Frutarom Industries Ltd in its $7.1 billion acquisition by International Flavors & Fragrances
- Medtronic plc in its $6.1 billion sale of a portion of its Patient Monitoring & Recovery Division to Cardinal Health
- Google in its participation in the $4.5 billion Nortel patent auction
- Herman Miller in its $1.8 billion cash and stock acquisition of Knoll
- Medline in its sale of a majority interest to Blackstone, Carlyle and Hellman & Friedman
- XPO Logistics in its
- spin-off of its logistics business
- acquisition of Norbert Dentressangle S.A. for €3.24 billion and its subsequent acquisition of all shares in XPO Logistics Europe owned by Elliott Capital Advisors
- $3 billion acquisition of Con-way
- acquisition of New Breed for $615 million
- acquisition of Pacer International for $335 million
- acquisition from Kuehne + Nagel of contract logistics operations in the UK with revenue of £500 million
- XPO Logistics in connection with equity investments in XPO by Ontario Teachers’ Pension Plan, GIC – Singapore’s sovereign wealth fund, PSP Investments and others
- Creative Artists Agency in the investment by TPG Capital to acquire a controlling interest, as well as partnering with Shanghai-based CMC Capital Partners to form CAA China, and a variety of other transactions
- Doosan Corporation in its acquisition of the assets of ClearEdge Power in a Section 363 bankruptcy sale
- Mallinckrodt plc in its
- $5.6 billion acquisition of Questcor Pharmaceuticals
- $1.4 billion acquisition of Cadence Pharmaceuticals
- $2.3 billion acquisition of Ikaria
- $1.325 billion acquisition of Therakos
- $1.2 billion acquisition of Sucampo Pharmaceuticals
- WESCO International in its $4.5 billion acquisition of Anixter International
- Hologic in its $1.65 billion acquisition of Cynosure, and its subsequent disposition
- Gap Inc. in the now-abandoned separation into two independent public companies
- the $4.7 billion acquisition of Constellation Energy by MidAmerican Energy
- $9.5 billion acquisition of the defense business of Hughes Electronics from GM
- $2.95 billion acquisition of Texas Instruments’ defense business
- sale of its Amana appliance unit for $550 million to Goodman
- sale of Raytheon Aerospace for $270 million to the Veritas Capital Fund
- formation of ThalesRaytheonSystems, a cross-border defense industry joint venture with Thales SA
- Man Group’s purchase of Refco’s regulated futures business in Refco’s bankruptcy proceeding
- Taubman Centers’ successful defenses of a hostile takeover attempt by Simon Property Group
- Dana’s successful defenses of a hostile takeover attempts by ArvinMeritor
- Circuit City’s successful defenses of a hostile takeover attempts by Highfields Capital
- MacAndrews & Forbes in
- its Harland Clarke subsidiary’s $1.8 billion acquisition of Valassis Communications and $630 million acquisition of RetailMeNot
- its $1 billion sale of a 34.9% stake in Scientific Games
- its $1.6 billion sale of Coleman to Sunbeam
- its sale of Merisant to Act II Global Acquisition Corp.
- its acquisition of SCI Television
- various transactions by New World Communications Group
- various transactions relating to Revlon
- MetLife in a variety of transactions
- Seagram/Universal’s acquisition of Viacom’s interest in USA Network
- MCA’s $7.5 billion sale to Matsushita
In the REIT and real estate M&A area, Adam has advised:
- VEREIT in its all-stock acquisition by Realty Income, to create a $50 billion combined company
- Taubman in a $9.8 billion merger and joint venture with Simon Property Group
- Prologis in its $12.6 billion acquisition of Liberty Property Trust
- Public Storage in its proposal to acquire National Storage REIT of Australia, for A$1.9 billion in cash
- AV Homes in its $1 billion sale to Taylor Morrison Home Corp.
- Quality Care Properties in its $3.9 billion acquisition by Welltower, including its related agreement with ProMedica Health System to acquire HCR ManorCare through a bankruptcy reorganization
- Sunrise Senior Living in connection with its sale to Health Care REIT, in transactions involving total investment by Health Care REIT of $4.3 billion
- AMB Property Corporation in its $15 billion merger with ProLogis, to create a REIT with assets owned and managed of $46 billion
- The successful $6 billion unsolicited offer by Public Storage for Shurgard
- Simon Property Group in
- connection with its offer to acquire General Growth Properties for $31 billion
- its €1.5 billion ($2.0 billion) acquisition of a stake in Klépierre from BNP Paribas, and Klépierre in connection with its €7.2 billion merger with Corio
- its $4.15 billion spin-off of Washington Prime Group
- Washington Prime Group in its $4.3 billion acquisition of Glimcher Realty
- The Mills Corporation in its $7.8 billion sale to a partnership of Simon Property Group and Farallon
- Lend Lease in the sale of its U.S. businesses
- Tishman-Speyer and Lehman Brothers in their $22.2 billion acquisition of Archstone-Smith
- Vornado, Starwood Capital and Walton Street in their $39 billion bid to buy Equity Office Properties
- Regency Centers in its $15.6 billion merger with Equity One
- Annaly Capital Management in its $1.5 billion acquisition of Hatteras Financial Corp. and its $900 million acquisition of MTGE Investment Corp.
- 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 internalization 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
- WP Glimcher in the formation of its $1.625 billion joint venture with O’Connor Capital Partners
- Colony Financial’s special committee of the board in its $740 million acquisition of the real estate and investment management business of Colony Capital
- Associated Estates in connection with a proxy contest by Land & Buildings
- Kimco in its $4 billion acquisition of the Pan Pacific shopping center REIT, and its strategic alliance with Valad Property Group of Australia
- Morgan Stanley and Onex in their $1.25 billion acquisition of the Town & Country apartment REIT
Among the other notable cross-border and non-U.S. deals in which Adam has taken a leading role are:
- Shaw in its C$26 billion combination with Rogers
- Iscar / IMC International Metalworking Companies B.V. and the Wertheimer family in the acquisition by Berkshire Hathaway of an 80% interest in Iscar at a $5 billion enterprise value, and in Berkshire Hathaway’s subsequent $2.05 billion purchase of the remaining 20% interest
- Iscar in its $1 billion acquisition of Tungaloy of Japan
- Acciona in its €43.7 billion acquisition with Enel of Endesa and in relation to E.ON’s offer for Endesa
- Frutarom Industries Ltd in its $7.1 billion acquisition by International Flavors & Fragrances
- Faiveley Transport in its €1.7 billion sale to Wabtec Corp.
- Dufry AG in its
- CHF 3.8 billion acquisition of World Duty Free S.p.A
- CHF 1.425 billion acquisition of The Nuance Group
- acquisition of a majority interest in the €757 million Greek travel retail business of Folli Follie Group, its subsequent €328 million acquisition of the remaining interest in Folli Follie Group
- $957 million acquisition of Interbaires SA and airport retail operations in Argentina, Uruguay, Ecuador, Martinique and Armenia
- Publicis Groupe S.A. in its
- $3.7 billion acquisition of Sapient Corporation
- later-abandoned $35.1 billion merger with Omnicom
- $4.4 billion acquisition of Alliance Data’s Epsilon business
- the Special Committee of the board of Activision Blizzard in an $8.2 billion purchase of shares of Activision from Vivendi, S.A., its controlling stockholder, by Activision and an investment vehicle formed by Activision’s CEO Bobby Kotick and Co-Chairman Brian Kelly
- Maxar Technologies in the C$1 billion sale of its MacDonald, Dettwiler and Associates business to a consortium of financial sponsors led by Northern Private Capital
- Casino Guichard Perrachon SA in connection with its acquisition of control of Grupo Pão de Açúcar, the IPO of Cnova NV, and its €1.7 billion sale to Grupo Éxito of an 18.8% interest in GPA and 100% of Casino’s Argentinian subsidiary, Libertad
- América Móvil, S.A.B. de C.V. in its acquisition of 21% of Telekom Austria AG
- GlaxoSmithKline in its unsolicited offer and acquisition of Human Genome Sciences for $3.6 billion
- Grupo Prisa in its $1.5 billion transaction with Liberty Acquisition
- Swarth Investments in the sale of its controlling interest in GVT (Holding) SA, Brazil to Vivendi in a transaction valuing GVT at $4.2 billion
- Alcoa in the $14 billion investment in Rio Tinto by Chinalco and Alcoa
- Wal-Mart in its
- $1.9 billion investment in The Seiyu, Ltd. in Japan
- proposed $5.5 billion acquisition of Safeway plc in the UK
- $300 million acquisition from Ahold of Bompreço in Brazil
- $225 million acquisition of Supermercados Amigo in Puerto Rico
- and in transactions in China
- Cable & Wireless in its exit from its U.S. activities
- the Cisneros family of Venezuela in transactions with Coca-Cola and Bell South
Among the recent financing and capital markets transactions in which Adam has advised are:
- Edison International in its $800 million registered direct offering of common stock
- Insulet in its $500 million public offering of common stock and its repurchase of 1.375% Convertible Senior Notes due 2024
- Gap in its $2.25 billion senior secured notes offering and its $1.9 billion asset-based revolving credit facility
- WESCO International in its cash tender offer for up to $600 million of Anixter International’s outstanding notes, and related consent solicitations, in connection with WESCO’s pending acquisition of Anixter
- American Eagle Outfitters in its Rule 144A offering of up to $460 million of convertible senior notes
- XPO Logistics in its $850 million senior notes offering and its $300 million tack-on offering, and its $350 million bilateral secured term loan and letter of credit facility
- Mallinckrodt plc in its $495 million debt-for-debt exchange
- T-Mobile in its $19 billion bridge facility in connection with the combination of T-Mobile and Sprint and its $4 billion term loan facility and $4 billion revolving credit facility
After serving as a law clerk to Judge Abner J. Mikva, of the United States Court of Appeals for the District of Columbia Circuit, Adam joined the firm in 1986 and was named partner in 1991. He attended Swarthmore College and The University of Chicago Law School, from which he received his J.D. with honors. While at the University of Chicago, Adam served as topics and comments editor of The University of Chicago Law Review, was elected to the Order of the Coif, and was the recipient of an Olin Fellowship in law and economics. He is a frequent author and speaker on topics relating to mergers and acquisitions and corporate governance, including at MIT’s Sloan Convocation and on India’s CNBC-TV18.
Adam is co-chair of the International Institute for the Study of Cross-Border M&A (XBMA), co-chair of the advisory board of New York University’s NYU SPS Schack Institute of Real Estate REIT Center, and a member of the American Law Institute. He has served as co-chair of the NYU Real Estate Institute’s Annual Symposium on REITs since its inception. He is a member of the Corporate Academic Bridge Group of the NYU Pollack Center for Law & Business, and a frequent contributor to the Harvard Law School Forum on Corporate Governance and Financial Regulation. Adam serves on the board of the American Friends of Rambam Medical Center (of which he was president for more than a decade) and the American Friends of the Israel Museum, and as president of the Friends of the Israel Antiquities Authority. He was previously a member of the board of the Lawyers Alliance for New York, the Visiting Committee of The University of Chicago Law School, The Ramaz School and co-chair of the Young Lawyers Division of the UJA-Federation in New York.
Adam lives with his wife in Manhattan, where they raised their two daughters and son.
- REITs: Mergers and Acquisitions,
Law Journal Press, updated through December 2020 (first published 2006).
- The SEC Should Address the Risk of Activist “Lightning Strikes”,
in Harvard Law School Forum on Corporate Governance, March 15, 2021.
- M&A Lessons from the COVID Crisis,
in The International Comparative Legal Guide to: Mergers & Acquisitions, Global Legal Group Ltd., 15th ed. 2021.
- REITs in 2021,
January 11, 2021; also available at Harvard Law School Forum on Corporate Governance.
- The Shareholder in France and the United States: A Comparative Analysis of Corporate Legal Priorities,
in Business & Law Review, Business & Law Association (Paris), 17th ed. 2020. (Also available on the Oxford Business Law Blog, Columbia Law School’s Blog on Corporations and the Capital Markets and SSRN.)
- DOL Proposes Rules Clarifying When ERISA Fiduciaries Need to Vote Proxies,
in Harvard Law School Forum on Corporate Governance, September 9, 2020.
- ISS and Glass Lewis: SEC Adopts Proxy Advisory Reform – Initial Perspectives and Implications,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, August 8, 2020.
- Going Dark: SEC Proposes Amendments to Form 13F; Would Significantly Reduce Already Limited Transparency of Activist Ownership,
in Harvard Law School Forum on Corporate Governance, July 19, 2020.
- The International Comparative Legal Guide to: Corporate Governance,
co-editor, Global Legal Group Ltd., London, Thirteenth ed. 2020 (Twelfth ed. 2019).
- Using ESG Tools to Help Combat Systemic Racism and Injustice,
in Using ESG Tools to Help Combat Systemic Racism and Injustice, June 17, 2020. (Also available on NYU Law School’s Blog on Compliance and Enforcement and Columbia Law School’s Blog on Corporations and the Capital Markets.)
- The Corporate Governance Review,
U.S. chapter, Law Business Research, London, Tenth ed. 2020 (Ninth ed. 2019, Eighth ed. 2018, Seventh ed. 2017, Sixth ed. 2016, Fifth ed. 2015, Fourth ed. 2014, Third ed. 2013, Second ed. 2012, First ed. 2011).
- "New" IRS Guidance Provides Relief from Dividend Payment Requirement for REITs,
May 6, 2020.
- REITs and Covid-19: 15 Key Issues for Boards as They Chart the Course Forward,
in Harvard Law School Forum on Corporate Governance, May 13, 2020.
- REIT M&A and Activism: Preparing for Threats in the Covid-19 Environment,
April 6, 2020.
- Regulators Around the World Address Short Selling in Response to the Covid-19 Market Crisis,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, March 26, 2020.
- The New Dealmakers and Dealbreakers: M&A Activism,
in The International Comparative Legal Guide to Mergers & Acquisitions, Global Legal Group Ltd., 14th ed. 2020.
- Mergers and Acquisitions - 2020,
in Columbia Law School’s Blog on Corporations and the Capital Markets, January 23, 2020.
- REIT M&A in 2020,
January 6, 2020.
- The Real Estate M&A and Private Equity Review,
co-editor and co-author of U.S. chapter, Law Business Research, London, Fourth ed. 2019 (Third ed. 2018; Second ed. 2017; First ed. 2016).
- Risk Management and the Board of Directors,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, November 20, 2019.
- Shareholder Activism and Governance in France: Proposed Reforms,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, October 8, 2019.
- SEC Provides New Guidance on Institutional Investors’ Proxy Voting Responsibilities and Use of Proxy Advisory Firms,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, August 22, 2019.
- The MAC is Back: Material Adverse Change Provisions After "Akorn",
in The International Comparative Legal Guide to: Mergers & Acquisitions, Global Legal Group Ltd., 13th ed. 2019 (also published in Global Legal Insights to: Mergers & Acquisitions 2019, Global Legal Group LTD., Eighth ed. 2019).
- REIT M&A: Use and Overuse of Special Committees,
Harvard Law School Forum on Corporate Governance and Financial Regulation, February 20, 2019.
- Cross Border M&A - 2019 Checklist for Successful Acquisitions in the United States,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 30, 2019.
- REIT M&A in a Complex Market,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, June 23, 2018.
- For Corporate Litigation, Delaware is Still the First State,
in The International Comparative Legal Guide to: Mergers & Acquisitions, Global Legal Group Ltd., 12th ed. 2018.
- Lawyer Limelight: Robin Panovka and Adam Emmerich,
in Lawdragon Magazine, January 7, 2018.
- Accountability and Stability - Getting the Right Balance for the Benefit of Corporations and their Shareholders,
in The International Comparative Legal Guide to: Mergers & Acquisitions, Global Legal Group Ltd., 11th ed. 2017.
- Mergers and Acquisitions - A Brief Look Back and a View Forward,
in Bank and Corporate Governance Reporter, Volume 57 Number 6, February 2017.
- REIT M&A, Governance and Activism - Themes for 2017,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 4, 2017.
- Overview of Recent Public M&A Activity in the United States,
in Beck’sches M&A-Handbuch, Verlag C.H. Beck oHG, 2017.
- In Memoriam: Abner J. Mikva (1926-2016),
in The University of Chicago Law Review, Volume 83 Number 4, Fall 2016.
- Leverage Lessons Learned, REIT Privatization Specialist Says,
in REIT.com, April 5, 2016.
- Legislation Calls for Important Revisions to 13(d) Beneficial Ownership Reporting Rules,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, March 19, 2016.
- The Nancy Reagan Defence in 2015: Can a Board Still Just Say No?,
in The International Comparative Legal Guide to: Mergers & Acquisitions, Global Legal Group Ltd., 10th ed. 2016.
- Deal Activism,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, October 27, 2015.
- Fair Markets and Fair Disclosure: Some Thoughts on the Law and Economics of Blockholder Disclosure, and the Use and Abuse of Shareholder Power,
in Harvard Business Law Review, Volume 3 Issue 1 (2013).
- Silverstein's Army,
in The American Lawyer, September 2007.
- REIT M&A Transactions-Peculiarities and Complications,
in The Business Lawyer, Volume 55 Number 2 (February 2000).