Benjamin M. Roth
Ben Roth joined Wachtell, Lipton, Rosen & Katz’s Corporate Department in 2001 and was elected to the partnership in 2009. He serves as the assigning partner for the Corporate Department and is a member of the Firm’s Diversity, Equity and Inclusion Committee and Associate Development Committee. 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 and 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.
Over the past 10 years, Ben has spent 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. Ben speaks and writes frequently on both transactional and governance-related topics.
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.
Selected publicly-disclosed representations include:
Technology and Gaming
- Hewlett-Packard in its separation into two industry-leading public companies
- 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.
- 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
- 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
- Hologic in its acquisition and subsequent disposition of Cynosure
- 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
- 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
- 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
- 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
- Private Equity – 2021 Year in Review and 2022 Outlook,
in Harvard Law School Forum on Corporate Governance, February 9, 2022.
- Mergers and Acquisitions - 2022,
in Harvard Law School Forum on Corporate Governance, January 27, 2022.
- Private Equity – Year in Review and 2021 Outlook,
in Harvard Law School Forum on Corporate Governance, February 6, 2021.
- Private Equity - Year in Review and 2020 Outlook,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, February 8, 2020.
- Mergers and Acquisitions - 2020,
in Columbia Law School’s Blog on Corporations and the Capital Markets, January 23, 2020.
- Use of Special Committees in Conflict Transactions,
in The M&A Journal, Volume 19 Number 8, August 2019.
- 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.