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 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 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 (including as one of the Legends of the 500), and as one of the world’s leading lawyers in both Mergers and Acquisitions and REITs by Chambers and Partners. Who’s Who Legal has named Adam a Global Elite Thought Leader in M&A, as lawyer of the year in M&A in 2019, and as an expert in Corporate Governance and M&A in the real estate field. Adam has also been recognized as among the Best of the Best USA by Euromoney Institutional Investor’s Expert Guides including as an expert in M&A, in Corporate Governance, and in Banking, Finance and Transactional and a highly regarded leading lawyer by IFLR 1000. Adam was also named one of Hollywood’s Top 20 Dealmakers by The Hollywood Reporter. Together with Robin Panovka, he has been profiled by Lawdragon for work with REITs and real estate M&A, and named a Real Estate MVP by Law360.
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
- Hill-Rom in its $12.4 billion acquisition by Baxter International
- 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
- WESCO International in its $4.5 billion acquisition of Anixter International
- 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
- Herman Miller in its $1.8 billion cash and stock acquisition of Knoll
- WOW! in the $1.125 billion sale of its Cleveland and Columbus, Ohio service areas to Atlantic Broadband and the $661 million sale of its Chicago, Illinois, Evansville, Indiana, and Anne Arundel, Maryland service areas to Astound Broadband
- Medline in its sale of a majority interest to Blackstone, Carlyle and Hellman & Friedman
- XPO Logistics in its
- planned separation of its tech-enabled brokerage operations from its less-than-truckload (LTL) business in North America, and the potential divestitures of its European business and North American intermodal operations
- spin-off of its logistics business, GXO Logistics
- 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
- $1.26 billion equity raise from Ontario Teachers’ Pension Plan, GIC – Singapore’s sovereign wealth fund, Public Sector Pension Investment Board, and 12 other institutional investors
- $700 million equity investment by PSP Investments, GIC, Singapore’s sovereign wealth fund, and Ontario Teachers’ Pension Plan
- Creative Artists Agency in
- its acquisition of ICM Partners
- the investments by TPG Capital in CAA
- an investment by Temasek in CAA
- partnering with Shanghai-based CMC Capital Partners to form CAA China
- acquiring full ownership of the business of CAA-GBG Global Brand Management Group
- a variety of other transactions, including the formation of Creative Artists Agency LLC to carry on the business of Creative Artists Agency, Inc.
- Doosan Corporation in its acquisition of the assets of ClearEdge Power in a Section 363 bankruptcy sale
- 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
- DSW Inc. in its $375 million acquisition of Camuto Group’s operations and a joint venture with Authentic Brands Group for Camuto’s IP
- Schottenstein Stores Corp., the controlling shareholder of Retail Ventures Inc., in Retail Ventures’ $914 million merger with DSW Inc.
- MidAmerican Energy’s agreed $4.7 billion acquisition of Constellation 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
- Dana Corporation in its:
- successful defenses of a $2.7 billion hostile takeover attempt by ArvinMeritor
- $3.9 billion acquisition of Echlin Inc.
- $1.1 billion sale of its automotive aftermarket business (later renamed Affinia) to The Cypress Group
- $223 million acquisition of SPX Corp’s piston, ring, and cylinder liner business
- acquisition of the Superior Electric Company for $50 million
- agreement to buy Champion Spark Plug Company for about $600 million in cash and stock
- Circuit City’s successful defenses of a hostile takeover attempt by Highfields Capital
- American Eagle Outfitters in its: $350 million acquisition of Quiet Logistics and other strategic supply chain investments; joint venture with NSG Apparel B.V. to sell North Sails apparel in the United States; and acquisition of Tailgate Clothing Company
- 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, including:
- the $1.6 billion split-off of its interest in Reinsurance Group of America
- the $375 million sale of SSRM Holdings to BlackRock
- the sale of Conning Corporation, with approximately $20 billion in assets under management, to Swiss Re
- the disposition of its $6.4 billion deposit base and online deposits business to GE Capital Retail Bank
- Seagram/Universal’s acquisition of Viacom’s 50% interest in USA Networks for $1.7 billion
- MCA’s $7.5 billion sale to Matsushita
In the REIT and real estate M&A area, Adam has advised:
- Prologis in its $27 billion proposal to acquire Duke Realty in an all-stock transaction
- PS Business Parks in its $7.6 billion acquisition by Blackstone
- CoreSite in its $10.1 billion acquisition by American Tower
- 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
- AMB Property Corporation in its $15 billion merger with ProLogis, to create a REIT with assets owned and managed of $46 billion
- Prologis in its $12.6 billion acquisition of Liberty Property Trust
- 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
- 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.
- 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
- 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
- strategic alliance with Valad Property Group of Australia
- acquisition of Atlantic Realty Trust
- Morgan Stanley and Onex in their $1.25 billion acquisition of the Town & Country apartment REIT
- Taubman’s successful defenses of a hostile takeover attempt by Simon Property Group
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
- GlaxoSmithKline in its unsolicited offer and acquisition of Human Genome Sciences for $3.6 billion
- 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
- 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, and 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
- GXO Logistics in its £965 million recommended cash and share takeover offer for Clipper Logistics
- Casino Guichard Perrachon SA in connection with the:
- acquisition of control of Grupo Pão de Açúcar
- IPO of Cnova NV
- €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
- Grupo Prisa in its $1.5 billion transaction with Liberty Acquisition
- 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 Group of Companies in
- a transaction with the Coca-Cola Company to form Embotelladoras Coca-Cola y Hit de Venezuela
- the $1.2 billion sale of Coca-Cola y Hit de Venezuela by the Cisneros Group of Companies and the Coca-Cola Company to Panamco
- the sale of interests in Telcel Cellular to BellSouth Corp.
- The Cisneros Television Group in its
- acquisition of a 90% stake in Imagen Satelital, an Argentine cable programmer and distributor
- acquisition of a stake in ARTISTdirect.com and a concurrent joint venture to create a Spanish and Portuguese music portal
- El Sitio in its combination with Ibero American Media Partners, parent of Cisneros Television Group, to form the Claxson Interactive Group
- Celumovil S.A. in its sale of a 33.8% stake in the company to BellSouth and BellSouth’s partnership with Valores Bavaria S.A.
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 $560 million senior secured term loan and revolving credit facilities, $700 million convertible senior notes offering with related capped call transactions and existing note exchanges, $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 and its $550 million convertible notes exchange and $200 million accelerated share repurchase
- XPO Logistics in its $850 million senior notes offering and its $300 million tack-on offering, its $350 million bilateral secured term loan and letter of credit facility, and its $690 million common stock offering, and GXO Logistics in its $800 million revolving credit facility and its $800 million senior notes offering
- 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.
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Law Journal Press, updated through June 2022 (first published 2006).
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in Harvard Law School Forum on Corporate Governance, November 14, 2022.
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in Harvard Law School Forum on Corporate Governance, September 18, 2022.
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in Harvard Law School Forum on Corporate Governance, September 17, 2022.
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co-editor and co-author of U.S. chapter, Law Business Research, London, Seventh ed. 2022 (Sixth ed. 2021; Fifth ed. 2020; Fourth ed. 2019; Third ed. 2018; Second ed. 2017; First ed. 2016).
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co-editor, Global Legal Group Ltd. Fifteenth ed. 2022 (Fourteenth ed. 2021; Twelfth ed. 2019).
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in Harvard Law School Forum on Corporate Governance, September 9, 2020.
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in Harvard Law School Forum on Corporate Governance and Financial Regulation, August 8, 2020.
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in Harvard Law School Forum on Corporate Governance and Financial Regulation, November 20, 2019.
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in Harvard Law School Forum on Corporate Governance and Financial Regulation, October 8, 2019.
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in Harvard Law School Forum on Corporate Governance and Financial Regulation, August 22, 2019.
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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.
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in The International Comparative Legal Guide to: Mergers & Acquisitions, Global Legal Group Ltd., 11th ed. 2017.
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in Harvard Law School Forum on Corporate Governance and Financial Regulation, October 27, 2015.
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in The American Lawyer, September 2007.
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