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.
His representations include:
- United Technologies Corporation in the pending 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 in its $12.6 billion sale to Eaton Corporation; and its reincorporation from Bermuda to Ireland
- Mallinckrodt in 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 in its $6.1 billion divestiture of a portion of its patient monitoring and recovery division to Cardinal Health
- Abbott Laboratories in its $25 billion acquisition of St. Jude Medical; and its $4.3 billion divestiture of its vision care business to Johnson & Johnson
- Perrigo Company plc in its successful defense against a $26 billion hostile takeover offer by Mylan N.V.
- Covidien in its $50 billion sale to Medtronic; its spin-off of Mallinckrodt; and its reincorporation from Bermuda to Ireland
- Forest Laboratories in its $28 billion sale to Actavis
- Cardinal Health in its $667 million acquisition of Healthcare Solutions Holding
Technology, Media and Telecommunications
- Cox Automotive in its $350 million equity investment in Rivian
- Searchlight Capital Partners in its $2 billion acquisition of Mitel Networks; and its strategic equity investment in the $4.3 billion acquisition of Rackspace Hosting, Inc. by funds affiliated with Apollo Global Management
- TEGNA (formerly Gannett) in its sale of CareerBuilder to funds affiliated with Apollo Global Management and the Ontario Teachers’ Pension Plan Board; its spin-off of Cars.com; and its spin-off of its publishing division
- Intelsat in its terminated combination with OneWeb and $1.7 billion investment in the combined company by Softbank; and in numerous financing transactions
- Charter Communications in its $10.4 billion acquisition of Bright House Networks from Advance/Newhouse
- Verizon in its $130 billion acquisition of Vodafone’s 45% interest in Verizon Wireless
- Michael Dell in his $24.4 billion acquisition, with Silver Lake Partners, of Dell Inc.
- Och-Ziff, Allen & Co. and the other shareholders of SESAC in the sale of a majority stake in the company to Rizvi Traverse Management
- McGraw-Hill in the formation of the S&P/Dow Jones Indices joint venture with CME Group
- CenturyLink in its $2.5 billion acquisition of Savvis
- Televisa in the formation of a Spanish-language movie distribution joint venture with Lionsgate
- IAC/InterActiveCorp in its simultaneous spin-offs of Ticketmaster, Tree.com, HSN and Interval Leisure Group
- The special committee of the board of directors of New Senior Investment Group in its strategic review and the internalization of New Senior’s management from Fortress Investment Group
- Ventas in its revised governance arrangements with, and additional investment in, Atria Senior Living in connection with Atria Senior Living’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
- Penn National Gaming in its terminated $50 million stalking horse bid to buy the stalled Fontainebleau casino-resort in Las Vegas
- 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 Resource Partners in its $733 million acquisition of natural gas assets from EP Energy
- 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
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 a Fellow of the American Bar Foundation and is a member of the New York State and American Bar Associations.
- 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.
- Mergers & Acquisitions - 2019,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 15, 2019.
- Author of U.S. chapter,
in Getting the Deal Through: Joint Ventures, Law Business Research, 2019 (and 2018) eds.
- REIT M&A in 2019,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 4, 2019.
- REIT M&A in a Complex Market,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, June 23, 2018.
- Mergers and Acquisitions -- 2018 - With a Brief Look Back,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, January 29, 2018.
- Market Trends: Tender and Exchange Offers,
in Lexis Practice Advisor, January 23, 2018.
- Mergers and Acquisitions - A Brief Look Back and a View Forward,
in Bank and Corporate Governance Reporter, Volume 57 Number 6, February 2017.
- Perrigo's Defense Shows Role of Long-Term Shareholders in Hostile Takeovers,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, November 17, 2015.
- An Upturn in "Inversion" Transactions,
in The Harvard Law School Forum on Corporate Governance and Financial Regulation, April 30, 2014.
- Delaware Supreme Court Endorses Availability of Business Judgment Review in Controlling Stockholder Mergers,
in The Harvard Law School Forum on Corporate Governance and Financial Regulation, March 17, 2014.
- Court of Chancery Applies Business Judgment Rule to Controlling Stockholder Merger,
in Columbia Law School’s Blog on Corporations and the Capital Markets, June 3, 2013.
- Proposed Amendments to Delaware Law Would Facilitate Tender Offer Structures,
in The Harvard Law School Forum on Corporate Governance and Financial Regulation, April 4, 2013.
- Recent Decisions Stress Potential Disclosure-Based Litigation Claims,
in Columbia Law School’s Blog on Corporations and Capital Markets, February 26, 2013.
- Rulemaking Petition Requests More Restrictive SEC Buyback Rules,
in Harvard Law School Forum on Corporate Governance and Financial Regulation, July 20, 2019.