Jacob A. Kling

Education

Clerkships

Honorable Dennis Jacobs, United States Court of Appeals, Second Circuit, 2011 – 2012

Jacob A. Kling

Jake Kling is a partner in Wachtell Lipton’s Corporate Department. Jake’s practice primarily focuses on mergers, acquisitions and dispositions, securities law matters, and advising companies and boards of directors on takeover defense, shareholder activism and general corporate governance matters. He has advised a broad range of public and private clients across multiple industries, including banking, financial services, healthcare and pharmaceutical, life sciences, technology, media and telecom, industrial, retail, private equity and real estate.

In 2021, Jake was one of five lawyers recognized by Law360 as a “Rising Star” in M&A.  He was also named a “Rising Star” by The Deal, which recognized him as one of the 21 most promising new M&A partners.

Selected healthcare and pharmaceutical, life sciences, financial services, technology and media, industrial, retail, engineering and real estate representations include:

  • Adobe in its:
    • $20 billion acquisition of Figma
    • $1.3 billion acquisition of frame.io
  • Amgen in its $4 billion acquisition of ChemoCentryx
  • Black Knight in its $16 billion acquisition by Intercontinental Exchange
  • L Brands’ independent directors in its spin-off of Victoria’s Secret, $1.5 billion secondary offering and $730 million repurchase of common stock
  • TD Ameritrade’s Strategic Development Committee in its $26 billion merger with Schwab
  • AECOM in multiple transactions, including:
    • $2.4 billion carve-out sale of its Management Services business to American Securities and Lindsay Goldberg
    • Carve-out sale of its power construction business to affiliates of CriticalPoint Capital
    • Carve-out sale of its civil construction business to affiliates of Oroco Capital
    • Carve-out sale of its oil and gas business to Graham Construction
    • Governance agreement with Starboard
  • Pfizer in multiple transactions, including:
    • The formation of a premier global consumer healthcare joint venture with GSK with $12.7 billion in combined annual global sales
    • The $36 billion demerger of Haleon from GSK
  • Global Payments in multiple transactions, including:
    • $45 billion merger of equals with Total System Services
    • $4 billion acquisition of EVO Payments
    • $1 billion divestiture of its Netspend consumer business
    • $1.5 billion strategic investment from Silver Lake Partners
    • $1.2 billion acquisition of ACTIVE Network’s communities and sports divisions from Vista Equity Partners
    • $925 million acquisition of Zego
    • $5.5 billion of notes offerings
  • The Carlyle Group in its $6.7 billion acquisition of a controlling stake in Sedgwick from KKR
  • Thermo Fisher Scientific in multiple transactions, including:
    • $7.2 billion acquisition of Patheon N.V.
    • $4.2 billion acquisition of FEI Company
    • $1.5 billion acquisition of Affymetrix
    • $13.6 billion acquisition of Life Technologies
    • $2.1 billion acquisition of Dionex
  • United Technologies in the $1 billion sale of its Taylor Company business to The Middleby Corporation
  • Bankrate in its $1.4 billion acquisition by Red Ventures and its divestiture of Caring.com
  • TD Ameritrade in multiple transactions, including:
    • $4 billion acquisition of Scottrade
    • Sale of its retirement plan custody and trust business
    • Various bond offerings and other financing transactions and venture capital investments
  • Walgreens Boots Alliance in its $24.3 billion acquisition of its remaining interest in Alliance Boots GmbH, and in multiple financing and capital markets transactions aggregating over $15 billion
  • The National Basketball Association in its investment in FanDuel
  • The J.M. Smucker Company in its $5.8 billion acquisition of Big Heart Pet Brands from KKR, Vestar, Centerview and AlpInvest, and in multiple financing and capital markets transactions, including its $3.65 billion notes issuance and subsequent A/B exchange offer
  • Lincoln National in its sale of Lincoln Financial Media to Entercom Communications
  • Ventas in its $2.6 billion acquisition of American Realty Capital Healthcare Trust
  • AllianceBernstein in its acquisition of W.P. Stewart through a combination of cash and CVRs

Selected bank M&A and other representations include:

  • Webster Financial in its $10.3 billion merger of equals with Sterling Bancorp
  • Great Western Bancorp in its $2 billion acquisition by First Interstate BancSystem
  • Huntington Bancshares in multiple transactions, including:
    • $22 billion merger with TCF Financial and related branch divestitures
    • $500 million preferred stock offering
    •  $500 million notes offering and debt exchange offers
  • Boston Private in its $900 million acquisition by SVB Financial and successful defense against a proxy contest by activist investor HoldCo Asset Management
  • Independent Bank Group in multiple transactions, including:
    • Proposed but terminated $5.5 billion merger of equals with Texas Capital Bancshares
    • $1 billion acquisition of Guaranty Bancorp
    • $130 million subordinated notes offering
  • South State in its $6 billion merger of equals with CenterState and its $690 million acquisition of Park Sterling
  • Ford Financial Fund and its portfolio company Mechanics Bank in multiple transactions, including:
    • $2.1 billion carve-out acquisition of Rabobank
    • Acquisition of Learner Financial and Scott Valley Bank
    • Acquisition of California Republic Bancorp and related rights offerings
  • Banner Corporation in its acquisition of Skagit Bancorp
  • BNC Bancorp in its $1.9 billion acquisition by Pinnacle Financial Partners
  • The Bank of N.T. Butterfield & Son in its initial public offering
  • Bank of America in numerous asset sales and branch divestitures
  • National Penn in its $1.8 billion merger with BB&T
  • Square 1 Financial in its $850 million acquisition by PacWest Bancorp
  • CapitalSource in its $2.3 billion merger with PacWest Bancorp
  • West Coast Bancorp in its $500 million merger with Columbia Banking System

Jake received an A.B. magna cum laude in mathematical economics from Brown University, where he was a member of Phi Beta Kappa and graduated with the highest attainable GPA, and a J.D. from Yale Law School, where he served as Projects Editor of the Yale Law Journal. He has authored multiple publications (including in the Yale Law Journal and the Stanford Journal of Law, Business and Finance) on topics relating to mergers and acquisitions and corporate law, 363 sales, and antitrust. Jake also served as a law clerk to the Honorable Dennis Jacobs, then Chief Judge of the United States Court of Appeals for the Second Circuit

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