Adam O. Emmerich
Honorable Abner J. Mikva, United States Court of Appeals, District of Columbia Circuit, 1985 – 1986
Adam O. Emmerich
Adam O. 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. Adam also led the Wachtell Lipton teams for Tim Hortons in its $12.2 billion combination with Burger King Worldwide and Covidien plc in its $49.9 billion acquisition by Medtronic, which were named by The American Lawyer as 2015 Global M&A Deal of the Year: Canada and Global M&A Deal of the Year: Ireland.
Adam is recognized as one of the 500 leading lawyers in America by Lawdragon, one of the world’s leading lawyers in the field of Mergers and Acquisitions in 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 2019 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:
T-Mobile USA and Deutsche Telekom in the agreed $146 billion all-stock combination of T-Mobile and Sprint, 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; Broadcom in its $147 billion proposal to acquire Qualcomm; 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 Nortel patent auction; the board of Wyeth in its $68 billion acquisition by Pfizer; XPO Logistics in its acquisition of Norbert Dentressangle S.A. for €3.24 billion, its $3 billion acquisition of Con-way, its acquisition of New Breed for $615 million, and its acquisition of Pacer International for $335 million, and 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; 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, its $1.4 billion acquisition of Cadence Pharmaceuticals, its $2.3 billion acquisition of Ikaria, its $1.325 billion acquisition of Therakos, Inc., and its $1.2 billion acquisition of Sucampo Pharmaceuticals; Harland Clarke, a subsidiary of MacAndrews & Forbes, in its $1.8 billion acquisition of Valassis Communications; the $4.7 billion acquisition of Constellation Energy by MidAmerican Energy; the acquisition by Raytheon of the defense business of Hughes Electronics from GM, and Raytheon’s acquisition of Texas Instruments’ defense business and sale of its Amana appliance unit; Man Group’s purchase of Refco’s regulated futures business in Refco’s bankruptcy proceeding; Taubman Centers’, Dana’s and Circuit City’s successful defenses of hostile takeover attempts by Simon Property Group, ArvinMeritor and Highfields Capital, respectively; MacAndrews & Forbes in its recapitalization of Revlon; MetLife in a variety of transactions; Seagram/Universal’s acquisition of Viacom’s interest in USA Network; and MCA’s sale to Matsushita.
In the REIT and real estate M&A area, Adam has advised:
Prologis in its $12.6 billion acquisition of Liberty Property Trust; 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; Simon Property Group in its $4.15 billion spin-off of Washington Prime Group and Washington Prime Group in its $4.3 billion acquisition of Glimcher Realty; 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; 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; Simon Property Group in 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; Kimco in its $4 billion acquisition of the Pan Pacific shopping center REIT, and its strategic alliance with Valad Property Group of Australia; and Morgan Stanley and Onex in their $1.25 billion acquisition of the Town & Country apartment REIT.
Among the other notable cross-border deals in which Adam has taken a leading role are:
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; 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, in its CHF 1.425 billion acquisition of The Nuance Group, its 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, and its $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 and in its later-abandoned $35.1 billion merger with Omnicom; 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; 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; the acquisition by Wal-Mart of an interest in Seiyu in Japan and in transactions in Brazil, China, Puerto Rico and the UK; Cable & Wireless in its exit from its U.S. activities; and the Cisneros family of Venezuela in transactions with Coca-Cola and Bell South.
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, 2019 (first published 2006).
- 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 International Comparative Legal Guide to: Corporate Governance,
co-editor, Global Legal Group Ltd., London, Twelfth ed. 2019.
- The Corporate Governance Review,
U.S. chapter, Law Business Research, London, Ninth ed. 2019 (Eighth ed. 2018, Seventh ed. 2017, Sixth ed. 2016, Fifth ed. 2015).
- 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.
- Mergers & Acquisitions - 2019,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 15, 2019.
- REIT M&A in 2019,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 4, 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.
- Beck'sches M&A-Handbuch,
U.S. chapter, Verlag C.H. Beck oHG, 2017.
- REIT M&A, Governance and Activism - Themes for 2017,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 4, 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).