Honorable J. Clifford Wallace, United States Court of Appeals, Ninth Circuit, 2004 – 2005
Honorable Leo E. Strine, Jr., Delaware Court of Chancery, 2003 – 2004
Victor Goldfeld is a corporate partner at Wachtell, Lipton, Rosen & Katz, focusing on domestic and cross-border mergers and acquisitions, divestitures, spin-offs, joint ventures, private equity transactions and other complex corporate and securities law matters. He has represented a broad range of clients in a variety of industries. Victor was named a “Dealmaker of the Year” by The American Lawyer in 2021. He also is recognized as one of the 500 Leading Dealmakers in America by Lawdragon.
His representations include:
- Regeneron in its pending acquisition of Decibel Therapeutics for up to $213 million; and its $250 million acquisition of Checkmate Pharmaceuticals
- Perrigo Company plc in its €1.8 billion acquisition of HRA Pharma from Astorg and Goldman Sachs Asset Management; its $1.55 billion divestiture of its generics Rx pharmaceuticals business to Altaris Capital Partners; and its successful defense against a $26 billion hostile takeover offer by Mylan N.V.
- Jazz Pharmaceuticals plc in its $7.2 billion acquisition of GW Pharmaceuticals plc
- Cantel Medical in its $4.6 billion merger with STERIS plc
- Immunomedics in its $21 billion sale to Gilead Sciences
- Mallinckrodt plc in its proposed $5.3 billion debt restructuring and resolution of opioid-related claims and Acthar Gel litigation through a voluntary Chapter 11; its proposed spin-off of its specialty generics business; its $1.2 billion acquisition of Sucampo Pharmaceuticals; its $1.3 billion acquisition of Therakos from The Gores Group; its $2.3 billion acquisition of Ikaria from a Madison Dearborn-led investor group; its $5.6 billion acquisition of Questcor Pharmaceuticals; and its $1.4 billion acquisition of Cadence Pharmaceuticals
- Medtronic plc in its $6.1 billion divestiture of a portion of its patient monitoring and recovery division to Cardinal Health
- Abbott Laboratories in its $4.3 billion divestiture of its vision care business to Johnson & Johnson; and its $25 billion acquisition of St. Jude Medical
- Covidien plc in its $50 billion sale to Medtronic; its spin-off of Mallinckrodt plc; and its reincorporation from Bermuda to Ireland
- Forest Laboratories in its $28 billion sale to Actavis plc
Technology, Media and Telecommunications
- Searchlight Capital Partners and its portfolio company, Mitel, in the creation of a strategic partnership with, $650 million asset sale to and $200 million equity investment in RingCentral; its $425 million strategic investment in Consolidated Communications; its $2 billion acquisition of Mitel; and its strategic equity investment in the $4.3 billion acquisition of Rackspace Hosting by Apollo Global Management
- Flutter Entertainment plc in its $4.2 billion acquisition of Fastball Holdings’ 37.2% interest in FanDuel, taking Flutter’s stake in FanDuel up to 95%
- TEGNA (formerly Gannett) in its sale of CareerBuilder to Apollo Global Management and the Ontario Teachers’ Pension Plan Board; its spin-off of Cars.com; and its spin-off of its publishing division
- Charter Communications in its $10.4 billion acquisition of Bright House Networks from Advance/Newhouse
- Verizon in its $130 billion acquisition of Vodafone plc’s 45% interest in Verizon Wireless
- Michael Dell in his $24.4 billion acquisition, with Silver Lake Partners, of Dell Inc.
- CenturyLink in its $2.5 billion acquisition of Savvis
- IAC/InterActiveCorp in its simultaneous spin-offs of Ticketmaster, Tree.com, HSN and Interval Leisure Group
- Bluerock Residential Growth REIT in its $3.6 billion sale to Blackstone Real Estate and simultaneous spin-off of its single-family rental business into a publicly traded REIT
- Ventas in its $2.3 billion acquisition of New Senior Investment Group; its restructuring of its master lease with Brookdale Senior Living; its revised governance arrangements with, and additional investment in, Atria Senior Living in connection with Atria’s capital raise from Fremont Realty Capital; and its spin-off of most of its post-acute/skilled nursing facility portfolio into an independent, publicly traded REIT
- Chatham Lodging Trust in its $1.3 billion restructuring, with NorthStar Realty Finance, of its joint venture with Cerberus Capital Management
- AMB Property Corporation in its $15 billion merger with ProLogis
- EQT in its spin-off of Equitrans Midstream; and its $6.7 billion acquisition of Rice Energy
- Halliburton in its terminated $34.6 billion acquisition of Baker Hughes
- Atlas Energy in its $4.3 billion sale to Chevron and simultaneous spin-off, purchase and sale transactions involving Atlas affiliates
- MidAmerican Energy in its terminated $4.7 billion merger with Constellation Energy
- Rockefeller Capital Management in its $622 million sale of a minority interest to IGM Financial
- S&P Global in its $44 billion acquisition of IHS Markit Ltd.; and in the formation of the S&P/Dow Jones Indices joint venture with CME Group
- Nasdaq in its $2.75 billion acquisition of Verifin Holdings
- Smurfit Kappa plc in its pending $20 billion combination with WestRock
- United Technologies Corporation in the $147 billion all-stock merger of equals of its Aerospace businesses with Raytheon Company; its acquisition of Rolls-Royce’s interests in the IAE International Aero Engines joint venture; and numerous other transactions
- Cooper Industries plc in its $12.6 billion sale to Eaton Corporation; and its reincorporation from Bermuda to Ireland
- The Sands family in its agreement with Constellation Brands to eliminate the company’s Class B common stock
Mr. Goldfeld received his B.A. cum laude in Philosophy with a minor concentration in Physics from Colgate University in 1999. He received his J.D. magna cum laude from New York University School of Law in 2003, where he was an articles editor of the New York University Law Review and a member of the Order of the Coif. Following graduation from law school, he served as a law clerk to the Honorable Leo E. Strine, Jr. of the Delaware Court of Chancery and to the Honorable J. Clifford Wallace of the U.S. Court of Appeals for the Ninth Circuit.
Mr. Goldfeld speaks Russian, is Co-Chair of the International Private Equity & Venture Capital Committee of the American Bar Association’s International Law Section and is a Fellow of the American Bar Foundation.
- Takeover Law and Practice: Current Developments,
in Harvard Law School Forum on Corporate Governance, May 3, 2023.
- Private Equity—2023 Outlook,
in Harvard Law School Forum on Corporate Governance, March 22, 2023.
- Mergers and Acquisitions—2023,
in Harvard Law School Forum on Corporate Governance, February 8, 2023.
- 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.
- REIT M&A and Strategy in 2022,
January 3, 2022.
- Spin-Off Guide - 2021,
in Harvard Law School Forum on Corporate Governance, June 15, 2021.
- Private Equity – Year in Review and 2021 Outlook,
in Harvard Law School Forum on Corporate Governance, February 6, 2021.
- REITs in 2021,
January 11, 2021; also available at Harvard Law School Forum on Corporate Governance.
- REIT M&A and Activism: Preparing for Threats in the Covid-19 Environment,
April 6, 2020.
- 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.
- REIT M&A in 2020,
January 6, 2020.
- SEC Provides Updated Guidance on Excludability of Rule 14a-8 Shareholder Proposals, Eschewing One-Size-Fits-All,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, October 19, 2019.
- SEC Proposes Requiring Synergy Disclosure in Pro Formas,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, July 3, 2019.
- Contingent Value Rights (CVRs),
in Practical Law, 2019.
- SEC to Hold Roundtable on Short-Termism and Interplay with Periodic Reporting System,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, May 28, 2019.
- 2018 Private Equity Year In Review,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 17, 2019.