Benjamin M. Roth
Benjamin M. Roth is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz. His practice focuses on domestic and cross-border mergers and acquisitions, leveraged buyouts and other private equity transactions, capital markets transactions, 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, and industrials. In 2013, Mr. Roth was selected as one of the winners 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 and has been included several times as a Super Lawyer in the area of mergers and acquisitions by Super Lawyers magazine.
Among other matters, he represented:
- Kellogg in its pending sale of certain cookies and other businesses to Ferrero International and its prior acquisition of the Pringles® business from Procter & Gamble
- Barnes Group in its acquisition of Gimatic S.r.l
- 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
- GTECH SpA in its acquisition of International Game Technology
- Hewlett-Packard in its separation into two industry-leading public companies
- Hewlett Packard Enterprise in a Reverse Morris Trust spin off and merger of its noncore software assets with Micro Focus, and acquisition of Nimble Storage Inc.
- Joy Global in its acquisition by Komatsu
- Yum! Brands in the separation of its China business as well as the investments by Primavera Capital and Ant Financial into Yum China
- Sysco Corporation in its attempted acquisition of US Foods and activist campaign by Trian Partners
- Covidien in its acquisition by Medtronic and in its spin-off of Mallinckrodt Pharmaceuticals
- Mallinckrodt Pharmaceuticals in numerous acquisitions
- Hologic in its acquisition of Cynosure
- Walgreens in its transactions with Alliance Boots and AmerisourceBergen, and its acquisitions of Duane Reade and Option Care
- Santander Consumer USA Holdings in its initial public offering
- Clorox in its successful defense against an unsolicited offer by Icahn Enterprises
- CVR Energy against an activist campaign by and ultimate sale to Carl Icahn
- Temple Inland in its acquisition by International Paper
- Novartis in its acquisitions of Alcon, Chiron, Eon Labs and Hexal AG
- 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
- Bankrate in its acquisition by Apax Partners including the related activist campaign against the transaction by Coatue Management, subsequent IPO and secondary offerings
- GMAC 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
- WalMart in its acquisition of The Seiyu, Ltd.
- Dollar General in its acquisition by Kohlberg, Kravis, Roberts & Co.
- The Sports Authority in its acquisition by Leonard Green & Partners
- 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
- Walter Hewlett in the proxy contest concerning the acquisition of Compaq by Hewlett-Packard
- Vinci Partners in its transaction to become the master franchisee for Burger King in Brazil
- 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
Mr. Roth 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. He served as co-editor-in-chief of the Stanford Journal of Law, Business and Finance.
Mr. Roth lives in New Jersey with his wife, son and two daughters.
- 2018 Private Equity Year In Review,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 17, 2019.
- Mergers and Acquisitions -- 2018 - With a Brief Look Back,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 29, 2018.
- Mergers and Acquisitions - A Brief Look Back and a View Forward,
in Bank and Corporate Governance Reporter, Volume 57 Number 6, February 2017.
- Wachtell's Benjamin Roth on Patent M&A and a New Round of Hostile Bids,
in Bloomberg Brief Mergers, June 27, 2012.
- Deepwater Horizon Tragedy Demonstrates Critical Importance of Effective Board Oversight of Safety and Risk Management,
in The Harvard Law School Forum on Corporate Governance and Financial Regulation, June 23, 2010.