Mergers and Acquisitions
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With nearly 100 Mergers and Acquisitions partners and well over 200 lawyers in the practice group, we are one of the leading law firms in the world representing companies in complex M&A transactions.

We have extensive experience in all types of domestic and cross-border M&A transactions, including negotiated and contested mergers of public and private companies, stock and asset purchases, tender and exchange offers, restructurings and acquisitions out of bankruptcy, leveraged buyouts, private equity investments and joint ventures.  Our M&A attorneys also provide advice to senior management, boards of directors, board committees (including special committees) and shareholders on a wide range of corporate governance matters, including the implementation of anti-takeover defenses and proxy contests.

Our M&A clients benefit from Gibson Dunn’s network of more than 1,000 attorneys located in 16 offices across major financial centers of North America, Europe and the Middle East.  In the structuring, negotiation and execution of M&A transactions, our M&A attorneys work closely with colleagues in other practice groups, including antitrust, tax, finance and executive compensation, all of which are vital to the success of complex M&A transactions. In addition, Gibson Dunn lawyers have played key roles in regulatory bodies such as the U.S. Securities and Exchange Commission, and they bring their expertise to planning and resolution of the numerous securities and regulatory issues that necessarily accompany the purchase and sale of publicly traded companies.  We also have extensive experience in defending the litigation that often follows the announcement of public company mergers.  Among other high profile cases, we litigated and won the landmark Unocal Corp. v. Mesa Petroleum case in the Supreme Court of Delaware (the Business Lawyer called our defense "a human shield of corporate restructuring"). 

We have extensive M&A experience in every major industry, including health care, pharmaceuticals, retail and consumer products, manufacturing, defense, financial services, asset management companies, consumer finance, professional services, energy, telecommunications, technology, Internet and real estate.

Our M&A client list includes many of the world's preeminent corporations, including Amazon.com, Inc., Atmos Energy Corp., Basic Element, Boeing, Cadence Design Systems, Computer Sciences, Del Monte, Dole Foods, GE Commercial Finance, GE Healthcare, GE Capital, Hollywood Entertainment Corporation, Intel, Marriott International, Inc., MCI Worldcom, Inc., Nortel Networks, Northrop Grumman, Phoenix Scientific Inc., Schlumberger, SES S.A., Siemens A.G., St. Jude Medical, Inc., Transamerica Finance Corporation, United Company Rusal, United Defense Industries, Inc., Vivendi Universal S.A. and Watson Wyatt & Company.  We also represent many of the U.S.'s most prominent investment banks as financial advisors in M&A transactions.

Recently, we have:

  • Represented Altria Group, Inc. as special counsel to the Board of Directors in its $113 billion spin-off of Philip Morris International.
  • Represented Goldman Sachs and Lehman Brothers as co-financial advisers to Yahoo in defense of an unsolicited $44.6 billion bid by Microsoft.
  • Represented Altria Group, Inc. as special counsel to the Board of Directors of Altria Group in its $61.5 billon spin-off of its subsidiary Kraft Foods.
  • Represented Rusal Trade Limited in its $30 billion merger with SUAL International and Glencore International to create United Company RUSAL.
  • Represented Vivendi Universal S.A. in the $18.9 billion combination of Vivendi Games with Activision, a pure-play online and console game publisher, to create Activision Blizzard.
  • Represented Kuwait Investment Authority in investment of $1 billion in Dow Chemical's $16.5 billion acquisition of Rohm and Haas.
  • Represented Kuwait Investment Authority in investment of $3 billion as part of $12.5 billion  investment group in Citigroup Inc.
  • Represented Borse Dubai in its $7 billion acquisition of OMX and stakes in Nasdaq Stock Market and the London Stock Exchange, and subsequent sale of OMX to Nasdaq Stock Market.
  • Represented Kuwait Investment Authority in investment of $2 billion in Merrill Lynch as part of a $6.6 billion investment group.
  • Represented MMX in the $5.5 billion sale of Minas Rio and Amapa iron ore and logistics assets by MMX Mineracao e Matalicos to Anglo American.
  • Represented XTO Energy in the $4.2 billion acquisition of Hunt Petroleum Co.
  • Represented Watson Wyatt Worldwide, Inc. in $3.5 billion merger with Towers Perrin to form Towers Watson & Co.
  • Represented Intel in a $3.2 billion investment in new wireless communications company formed by Sprint, Nextel, Clearwire and co-investors.
  • Represented the Kuwait Investment Authority (KIA) in its $3 billion investment in depositary shares  representing 7% Non-Cumulative Convertible Preferred Stock of Citigroup Inc.
  • Represented XTO Energy Company in its $2.5 billion acquisition of a natural gas-producing facility in the Rocky Mountain region and Southern Texas from Dominion Resources.
  • Represented Marriott International, Inc. in its $2.1 billion sale of 47 hotels by Royal Bank of Scotland to Delek Real Estate.
  • Represented Farmers Exchanges in its $1.9 billion acquisition of American International  Group's Personal Auto Group, which includes 21st Century Insurance.        
  • Represented CTF Holdings, Inc. in its $1.8 billion sale of a 70% controlling stake in a Manhattan office building and a San Francisco office complex to Vornado Realty Trust.
  • Represented K&F Industries, Inc. in its $1.8 billion sale of K&F Industries to Meggitt-USA, a manufacturer of aerospace equipment, sensing and defense systems.
  • Represented Itron, Inc. in its $1.7 billion acquisition of Actaris Metering Systems, a designer and manufacturer of meters and associated systems for the electricity, gas, water and heat markets.
  • Represented TMK in its $1.7 billion acquisition of the U.S. companies and assets of IPSCO Tubular's business from Evraz Group.
  • Represented Apria Healthcare in its $1.6 billion sale to The Blackstone Group.
  • Represented Basic Element as antitrust counsel in its $1.54 billion investment in Magna International, Inc.
  • Represented Trizetto in $1.4 billion sale of Trizetto Group to Apax Partners, a private equity firm.
  • Represented SES S.A. in its $1.3 billion 355 split off of certain satellite businesses to General Electric in return for GE's ownership position in SES Global.
  • Represented Alliant Techsystems in its proposed $1.3 billion acquisition of the information systems and geospatial services businesses of MacDonald Dettwiler & Associates, a provider of information technology solutions.
  • Represented Computer Sciences Corporation in its $1.3 billion acquisition of Covansys, an information technology services company.
  • Represented CSK Auto in $1 billion sale to O"Reilly Automotive.
  • Represented The Carlyle Group in its $772 million acquisition of Synagro Technologies, a recycler of biosolids and other organic residuals.
  • Counsel to Emulex Corporate Services Corporation in response to an unsolicited $764 million offer by Broadcom, a developer of semiconductors for wired and wireless communications.
  • Special counsel to the Board of Directors of Forestar Group, a real estate, mineral resources and fiber resources company, in connection with a $535 million tender offer bid made by shareholder Holland Ware.
  • Represented OAO TMK in $508 million acquisition of the remaining 49% stake in NS Group, a manufacturer of tubular products for the oil and gas industry, from Evraz Group.
  • Represented Special Committee of Revlon, Inc. in connection with a proposal by stockholder MacAndrews & Forbes to issue new preferred stock in exchange for publicly held common stock.
  • Counsel to Tennenbaum & Co. LLC in connection with its investment in Online Resources Corporation and successful bid for 3 seats on the board of directors.  
  • Acquisition of the remaining 49% stake in NS Group, a manufacture of tubular products for the oil and gas industry, from Evraz Group.
  • Represented Sagem Communications in Acquisition of the Broadband and WiMax business of Gigaset Communications.
  • Represented Goldman Sachs as financial adviser to (1) Bright Horizons Family Solutions, Inc. in its proposed $1.3 billion acquisition by an affiliate of Bain Capital Partners, LLC, and (2) Target in its $3.24 billion sale of the Marshall Field's department store chain and selected real estate assets to May Department Stores.
  • Represented Lazard Freres & Co. as financial adviser to (1) Trane, Inc. in its proposed $10.1 billion acquisition by Ingersoll Rand, (2) Penn National Gaming in its $8.9 billion acquisition by funds managed by Fortress Investment Group and Centerbridge Partners, (3) Dollar General in its $7.3 billion acquisition by Kohlberg Kravis Roberts and (4) Mitsubishi UFJ Financial Group in its $9 billion equity investment in Morgan Stanley and (4) Astellas Pharma in its $1.4 billion unsolicited bid for CV Therapeutics, a biopharmaceutical company.
  • Represented Barclays (formerly Lehman Brothers Inc.) as financial adviser to (1) Metavante Technologies, a provider of technology services to the financial services industry, in its $2.9 billion acquisition by Fidelity National Information Services (2) Take-Two Interactive Software in response to a $2 billion hostile offer by Electronic Arts and (3) Interwoven, a provider of content management solutions, in its $775 million acquisition by Autonomy, a developer of infrastructure software (4) Entrust, Inc., a provider of software to secure digital identities and information, in its $114 million sale to Thoma Bravo, a private equity investment firm.      
  • Represented UBS Securities LLC as financial adviser to (1) Gas Natural SDG, S.A. in its $28.8 billion unsolicited bid for Endesa, S.A., and (2) the Special Committee of the Board of Directors of Harrah's Entertainment in its $27.8 billion acquisition by Apollo Management and Texas Pacific Group.
  • Represented UBS Investment Bank as financial adviser to (1) the Board of Directors of Takeda Pharmaceutical in its $8.8 billion acquisition via tender offer of Millennium Pharmaceuticals (2) Allied Waste in its $6.2 billion acquisition by Republic Services and (3) Nova Chemicals, a chemicals and plastics manufacturer, in its $2.3 billion acquisition by International Petroleum Investment Company.