A Preeminent Corporate Practice
Wachtell Lipton enjoys a global reputation as one of the world’s leading business law firms. Our deep experience means we regularly handle many of the largest, most complex and demanding transactions in the United States and around the world. We counsel both public and private acquirors and targets, advising on a wide range of corporate matters, including:
- U.S., Cross-Border and International Mergers and Acquisitions
- Private Equity and Strategic Investments
- Spin-offs and Split-ups
- Securities Offerings and Other Capital-Raising Transactions
In addition, Wachtell Lipton is recognized as a leading firm for:
- Takeover Defense
- Shareholder Activism
- Corporate Governance
What We Have Done
Wachtell Lipton consistently ranks near the very top of legal advisors by transaction dollar volume, notwithstanding that we are significantly smaller than all of our major competitors. Over the past five years, Wachtell Lipton has been a legal advisor on seven of the ten largest transactions in the United States and six of the ten largest transactions globally, as well as numerous other acquisition and restructuring transactions across many industries and of every description.
Creativity in Service of Our Clients
Wachtell Lipton has repeatedly contributed to major evolutions in corporate law in order to advance the interests of our clients. Among other things, Wachtell Lipton originated the shareholder rights plan, or “poison pill"; structured the first cross-border “Morris Trust" transaction, between SmithKline Beckman and Beecham; and has been involved in the transactions giving rise to most of the landmark corporate governance decisions in Delaware, including the Household, Revlon, Newmont Mining, Macmillan, Interco, Time Warner, QVC, IBP and Airgas decisions.
Financial Institutions Practice
Wachtell Lipton has long enjoyed an especially prominent role representing major financial institutions on their most consequential matters. Our practice is comprised of a dedicated core of attorneys with deep experience with high-stakes issues confronting financial institutions – mergers, acquisitions, restructurings, financings, joint ventures, enforcement actions, internal investigations, executive succession and crisis management. We have played pivotal roles in most of the transformative transactions in the banking and financial industry, including many of the historic events unfolding during the recent financial crisis.
Wachtell Lipton is a leading defender of companies that are under attack by shareholder activists. We have advised numerous public companies, including AOL, Vulcan Materials, Clorox, Forest Laboratories, CVR Energy, Target, Motorola, Office Depot, Longs Drugs, Lionsgate and Convergys in responding to activist shareholders such as Carl Icahn, Pershing Square and JANA Partners, as well as other hedge fund and corporate governance activists.
We are thought leaders in the area of corporate governance. We have represented the NYSE in connection with the Exchange’s listing standards and corporate governance initiatives for listed companies. We have represented a number of major corporations in connection with corporate governance and related matters; we have also advised special committees of boards of directors, including the boards of Novartis, Publicis and National Australia Bank, in connection with corporate governance investigations and related matters.
Representative major U.S. M&A matters have included:
- Anadarko Petroleum in its $60 billion acquisition by Occidental Petroleum
- Cengage Learning in its merger of equals with McGraw-Hill Education
- Lionsgate in its sale of interests in Pop Media Group to CBS Corporation
- Auris Health in its $5.75 billion sale to Johnson & Johnson
- BB&T Corporation in its $66 billion all-stock merger of equals with SunTrust Banks
- Entegris in its merger of equals with Versum Materials with a combined enterprise value of $9 billion
- Newmont Mining in its $10 billion stock-for-stock acquisition of Goldcorp
- Celgene in its $98 billion acquisition by Bristol-Myers Squibb
Newfield Exploration Company in its $5.5 billion sale to Encana Corporation
- Energen in its $9.2 billion all-stock merger with Diamondback Energy
- Broadcom in its $18.9 billion all-cash acquisition of CA Technologies
- United Technologies in its separation into three independent public companies
- The Board of Directors of Forest City Realty Trust in its $11.4 billion sale to Brookfield
- Envision Healthcare in its $9.9 billion sale to KKR
- NextEra Energy in its $6.5 billion acquisition of Gulf Power Company, Florida City Gas and the Stanton and Oleander Power Projects from The Southern Company
- Salesforce in its $6.5 billion acquisition of MuleSoft
- Cigna in its $67 billion acquisition of Express Scripts
- Thomson Reuters Corporation in its strategic partnership with Blackstone for Thomson Reuters Financial and Risk (F&R) business valued at $20 billion
- Broadcom in its $150 billion proposal to acquire Qualcomm
- United Technologies in its $30.3 billion acquisition of Rockwell Collins
- Whole Foods Market in its $13.7 billion acquisition by Amazon.com
- EQT in its $6.7 billion acquisition of Rice Energy
- CenturyLink in its acquisition of Level 3 Communications in a cash and stock transaction valued at approximately $34 billion, including the assumption of debt
- Medivation in its $14.6 billion acquisition by Pfizer
- Tesla in its $2.6 billion acquisition of SolarCity
- Analog Devices in its $14.8 billion acquisition of Linear Technology
- Verizon Communications in its $4.83 billion acquisition of Yahoo!’s operating business
- Lions Gate Entertainment Corp. in its $4.3 billion merger with Starz
- Riverstone in its $5.2 billion acquisition of Talen Energy
- Pfizer in its $5.2 billion acquisition of Anacor Pharmaceuticals
- Valspar in its $11.3 billion sale to Sherwin-Williams
- Abbott Laboratories in its $25 billion acquisition of St. Jude Medical
- Michael S. Dell and MSD Partners in the $67 billion transaction to combine Dell and EMC, and in the prior $24.5 billion acquisition of Dell together with Silver Lake
- The Special Committee of the Facebook Board of Directors in the reclassification of Facebook’s capital structure, including the creation of a new class of publicly listed, non-voting common stock
- Energy Transfer Equity, L.P. in its agreed $37.7 billion combination with The Williams Companies, Inc.
- Capital One in its $8.5 billion acquisition of GE Capital’s Healthcare Finance Business
- Charter Communications in its merger with Time Warner Cable valuing Time Warner Cable at $78.7 billion and $10.4 billion acquisition of Bright House Networks
- AbbVie in its $21 billion acquisition of Pharmacyclics
- United Technologies in its $9 billion sale of its Sikorsky Aircraft Business to Lockheed Martin
- Cox Automotive in its $4 billion acquisition of Dealertrack Technologies
- AOL in its $4.4 billion sale to Verizon Communications
- Alexion Pharmaceuticals in its $8.4 billion acquisition of Synageva BioPharma
- PetSmart in a $8.7 billion leveraged buyout by a private equity consortium led by BC Partners
- Halliburton in its agreed $34.6 billion acquisition of Baker Hughes
- Creative Artists Agency in the investment by TPG Capital to acquire a controlling interest
- Atlas Pipeline Partners, L.P. in its sale to Targa Resources Partners in a cash and stock transaction valued at $5.8 billion, including debt
- Hewlett-Packard in its separation into two public companies
- CareFusion Corporation in its $12.3 billion cash and stock merger with a subsidiary of Becton, Dickinson and Company
- eBay in the separation of eBay and PayPal into two public companies
- Dollar Tree in its $9.2 billion acquisition of Family Dollar
- tw telecom in its $5.7 billion acquisition by Level 3 Communications
- Charter Communications in a series of transactions with Comcast Corporation, including a $7.3 billion asset purchase, an asset swap valued at $8.3 billion and the acquisition of 33% of a $14 billion company to be spun-off from Comcast
- Freeport-McMoran Copper and Gold in its $3.4 billion acquisition of McMoran Exploration and its $6.9 billion acquisition of Plains Exploration and Production
- Coventry Healthcare in its $7.3 billion sale to Aetna
- Sunoco in its $5.3 billion acquisition by Energy Transfer Partners
- AOL in its auction and subsequent $1.1 billion sale of most of its patent portfolio to Microsoft and in its successful defense against the proxy contest by Starboard Value
- El Paso Corporation in its $38 billion sale to Kinder Morgan
- United Technologies in its $18.4 billion acquisition of Goodrich
- Temple-Inland in its $3.7 billion sale to International Paper following a hostile tender offer by International Paper
- Motorola Mobility Holdings in its $12.5 billion sale to Google
- ConocoPhillips in the spin-off of the company’s Refining & Marketing businesses
- Capital One Financial Corporation in its $9 billion stock and cash acquisition of ING Direct USA from ING Groep N.V.
- Airgas in successfully defending against a $5.8 billion hostile bid and proxy contest by Air Products and Chemicals
Representative major cross-border or non-U.S. M&A matters have included:
- Kellogg in its $1.3 billion sale of its cookies, fruit and fruit-flavored snacks, pie crusts and ice cream cones businesses to Ferrero International S.A.
- Mechanics Bank in its $2.1 billion acquisition of Rabobank
- Newmont Mining in its joint venture with Barrick Gold Corporation
- T-Mobile and Deutsche Telekom in the $146 billion combination of T-Mobile and Sprint
- Searchlight Capital Partners in its $2 billion acquisition of Mitel Networks Corporation
- Actelion Ltd in its $30 billion acquisition by Johnson & Johnson and the spin-off of its drug discovery operations and early-stage clinical assets
- Harman International Industries, Incorporated in its $8.8 billion acquisition by Samsung Electronics Co., Ltd.
- Monsanto in its $66 billion acquisition by Bayer Aktiengesellschaft
- Frutarom in its $7.1 billion acquisition by International Flavors & Fragrances
- Marsh & McLennan Companies in its $6.4 billion acquisition of Jardine Lloyd Thompson Group
- Thermo Fisher Scientific in its $7.2 billion acquisition of Patheon N.V.
- CIT Group in the $10 billion sale of its aircraft leasing business to Avolon Holdings Limited, a subsidiary of Bohai Capital Holding
- Spectra Energy Corp in its $28 billion merger of equals with Enbridge Inc.
- Joy Global Inc. in its $3.7 billion acquisition by Komatsu Limited
- CST Brands in its $4.4 billion acquisition by Alimentation Couche-Tard
- Danone S.A. in its $12.5 billion acquisition of The WhiteWave Foods Company
- Johnson Controls in its $16.3 billion combination with Tyco International plc
- Lexmark International, Inc. in its $3.6 billion acquisition by a consortium led by Apex Technology Co., Ltd. and PAG Asia Capital
- Pfizer Inc. in its $160 billion agreed combination with Allergan plc
- Airgas, Inc. in its $13.4 billion acquisition by Air Liquide S.A.
- Perrigo Company plc in its successful defense against a $26 billion hostile takeover offer by Mylan N.V.
- Visa Inc. in its €21.2 billion acquisition of Visa Europe Ltd.
- Altria, SABMiller’s 27% shareholder, in SABMiller’s $104 billion combination with AB InBev
- Casino Group in its €1.7 billion sale to Grupo Éxito of an 18.8% interest in Companhia Brasileira de Distribuição (GPA) and 100% of Casino’s Argentinian subsidiary, Libertad
- Faiveley Transport in its €1.7 billion sale to Wabtec Corp.
- Chubb in its $28.3 billion acquisition by ACE Limited
- City National in its $5.4 billion acquisition by Royal Bank of Canada
- Talisman Energy in its $8.3 billion acquisition by Repsol S.A.
- Allergan in its $66 billion acquisition by Actavis plc
- Publicis Groupe S.A. in its $3.7 billion acquisition of Sapient Corporation
- STERIS Corporation in its $1.9 billion acquisition of Synergy Health plc
- Dresser-Rand Group in its $7.6 billion sale to Siemens AG
- Tim Hortons Inc. in its $12.2 billion combination with Burger King Worldwide, Inc.
- Walgreens in its acquisition of a 45% stake in Alliance Boots GmbH and its later acquisition of the remaining 55%, for an aggregate value of approximately $27 billion
- GTECH S.p.A. in its acquisition of International Game Technology for $6.4 billion in cash and stock
- Covidien plc in its $49.9 billion acquisition by Medtronic, Inc.
- Forest Laboratories in its $25 billion acquisition by Actavis plc
- Corning in its $1.9 billion acquisition of the remaining 50% interest in Samsung Corning Precision Materials from Samsung Display and other minority shareholders and the structuring of Samsung Display’s $2.3 billion investment in and strategic collaboration with Corning
- Verizon Communications in its $130 billion acquisition of Vodafone Group Plc’s 45% interest in Verizon Wireless
- Publicis Groupe SA in its later-abandoned $35.1 billion merger with Omnicom Group
- The Special Committee of the Board of Directors of Activision Blizzard in an $8.2 billion purchase of shares of Activision from Vivendi, S.A., its controlling stockholder, by Activision and ASAC II L.P.
- BMC Software in its $6.9 billion sale to a private investor group led by Bain Capital and Golden Gate Capital together with the Government of Singapore’s GIC Special Investment fund and Insight Venture Partners
- EADS NV in its proposed €35 billion dual-listed-company combination with BAE Systems plc
- Deutsche Telekom and T-Mobile USA in the agreed combination of T-Mobile and MetroPCS Communications at a $30 billion enterprise valuation
- Alibaba Group in restructuring its relationship with Yahoo! including monetizing and unwinding Yahoo!’s holdings in Alibaba
- GlaxoSmithKline plc in its unsolicited offer for, and subsequent $3.6 billion acquisition of, Human Genome Sciences
- América Móvil, S.A.B. de C.V. in its acquisition of 21% of Telekom Austria AG
- Cooper Industries plc in its $11.8 billion combination with Eaton Corporation
- Deutsche Telekom in its $39 billion agreed sale of T-Mobile to AT&T
- Genzyme in its response to an unsolicited takeover bio by Sanofi-Aventis, and in the subsequent $20 billion negotiated sale to Sanofi-Aventis
- NYSE Euronext in its $23.4 billion agreed merger with Deutsche Börse and the NYSE in its prior mergers with Euronext, the American Stock Exchange and Archipelago
- Novartis in its agreed acquisition of a majority stake in Alcon from Nestlé, and in its acquisition of the public minority shares, in a transaction valued at $49.7 billion