John T. Gaffney is a partner in the New York office of Gibson Dunn and serves as Chair of Gibson Dunn’s Cleantech Industry Group. John is also a member of the firm’s Power and Renewables, Mergers and Acquisitions, Capital Markets, and Securities Regulation and Corporate Governance Practice Groups. He has extensive experience representing public and private companies in mergers and acquisitions, divestitures, joint ventures, and capital markets transactions. John also advises boards of directors and special committees in corporate governance matters. John has considerable transactional experience advising domestic and international clients across numerous industries, including significant depth in the cleantech, media, telecom, renewable energy, and shipping industries.
John has been ranked as a leading corporate lawyer (Band 1) by Chambers USA: America’s Leading Lawyers for Business and is described as “a dedicated and detailed lawyer,” “excellent, particularly on M&A issues” and “an eminently sensible dealmaker.” He has been recognized by Lawdragon as a Leading Dealmaker, by the International Who’s Who of Business Lawyers in Capital Markets as a leading practitioner in domestic and international capital markets transactions and by The Best Lawyers in America® in the field of Corporate Law. John was also named BTI Client Service All-Star by BTI Consulting, recognizing lawyers “who truly stand out as delivering the absolute best client service.”
Prior to joining Gibson Dunn in 2011, John was a partner at an Am Law 100 firm. During his 22 years there, John’s practice focused on mergers and acquisitions, divestitures, joint ventures, capital markets transactions and corporate governance matters. In 2008, John left to join his client, First Solar, Inc., the world’s largest manufacturer of thin-film photovoltaic solar modules, where he served as Executive Vice President and Chief Legal Officer and led the legal, corporate development and worldwide government affairs functions. In 2010, John joined Solyndra, Inc., a manufacturer of thin-film photovoltaic solar modules, where he served as Senior Vice President, Corporate Development and General Counsel and led the legal, corporate development, worldwide government affairs, and business development-emerging markets functions.
John earned his Juris Doctor and Masters of Business Administration from New York University in 1986. He earned his Bachelor of Arts from The George Washington University in 1982, where he was elected to Phi Beta Kappa.
Representative Transactions*
Selected Mergers and Acquisitions Experience
- Pine Gate Renewables, LLC: Represented Pine Gate Renewables in connection with its $60 million acquisition of Horne Brothers Construction.
- STEM, Inc.: Represented STEM in connection with its $1.35 billion merger with Star Peak Energy Transition Corp., a publicly-traded special purpose acquisition company, resulting in STEM becoming a public company.
- Fender Musical Instruments Corporation: Represented Fender Musical Instruments in connection with the sale and purchase agreement in which Servco Pacific Inc. will acquire TPG Growth’s shares in the company.
- SB Energy Global Holdings Ltd.: Represented SB Energy in connection with its acquisition of a portfolio of five U.S. solar power plants with a combined capacity of more than 1.7 GW from Intersect Power, LLC.
- Macquarie Infrastructure and Real Assets: Represented Macquarie Infrastructure and Real Assets in connection with its $1.78 billion acquisition of Long Beach Container Terminal from orient Overseas Container Line.
- SolarEdge Technologies, Inc.: Represented SolarEdge in connection with its $85 million acquisition of a majority interest in S.M.R.E. Spa.
- Fender Musical Instruments Corporation: Represented Fender Musical Instruments in connection with its acquisition of the assets associated with the “Bigsby” brand of guitars, vibratos, pedal steels and similar products from Fred W. Gretsch Enterprises, Ltd.
- Evercore Partners and Stifel Financial Corp.: Represented Evercore Partners and Stifel Financial Corp. as financial advisors to Capital Product Partners L.P. in the spin-off of its crude and product tanker business into a separate publicly listed company called Diamond S Shipping Inc., which will merge with DSS Holdings L.P.
- SolarEdge Technologies, Inc.: Represented SolarEdge in connection with its $88 million acquisition of a majority interest in Kokam Co., Ltd.
- Core Nutrition LLC: Represented Core Nutrition in connection with the its $525 million sale to Keurig Dr. Pepper Inc.
- Medley LLC: Represented Medley LLC in connection with the $1.39 billion acquisition of 1.1 million acres of prime East Texas timberlands from Campbell Global in partnership with Catchmark Timber Trust and a consortium of institutional investors.
- Evercore Partners, Inc.: Represented Evercore Partners as financial advisor to Knight Transportation in connection with its merger with Swift Transportation.
- GCL-Poly Energy Holdings Limited: Represented GCL-Poly in its acquisition of the Solar Materials division of SunEdison.
- Xiphos Bio LLC: Represented Xiphos Bio in connection with its acquisition of a minority interest in LAM Therapeutics, Inc., a developer of drugs for the treatment of rare diseases and cancer.
- Evercore Partners, Inc.: Represented Evercore Partners as financial advisor to General Maritime Corporation, an owner of crude tankers, in connection with GMC’s merger of equals transaction with Navig8 Crude Tankers Inc.
- Time Inc.: Represented Time Inc. in connection with its acquisition of American Express Co.’s publishing arm, which includes titles such as Food & Wine and Travel & Leisure.
- Steinway Musical Instruments: Represented Steinway in connection with its $512 million sale to Paulson & Co.
- Fender Musical Instruments Corporation: Represented Fender Musical Instruments in connection with the strategic investment by TPG Growth and Servco-Pacific.
- Time Warner Inc.: Represented Time Warner in connection with the $1.225 billion sale of its 50% interest in Comedy Central to Viacom, Inc.
- Time Warner Inc.: Represented Time Warner in connection with the $537.5 million sale of its Time Warner Book Group to Lagardère SCA.
- Time Warner Inc.: Represented Time Warner in connection with its $735 million acquisition of Liberty Media Corporation’s 50% interest in Court TV.
- Time Warner Inc. and Turner Broadcasting System, Inc.: Represented Time Warner and Turner Broadcasting System in connection with the sale of the Atlanta Braves (MLB Franchise) to Liberty Media Corporation.
- Turner Broadcasting System, Inc.: Represented Turner Broadcasting System in connection with its sale of the Atlanta Thrashers (NHL Franchise) and the Atlanta Hawks (NBA Franchise) to Atlanta Spirit LLC.
- Turner Broadcasting System, Inc.: Represented Turner Broadcasting System in connection with the sale of its Turner South regional sports and entertainment network to Fox Cable Networks.
- Turner Broadcasting System, Inc.: Represented Turner Broadcasting System in connection with its acquisition of certain multichannel networks in Latin America from Claxson Interactive Group Inc.
- Time Inc.: Represented Time in connection with its $1.6 billion acquisition of IPC Magazines.
- Time Inc.: Represented Time in connection with the sale of its 50% interest in its Book-of-the-Month Club business to Bertelsmann AG.
- Time Inc.: Represented Time in connection with the sale of its Time4Media Group and its Parenting Group to Bonnier AB.
- Time Inc.: Represented Time in connection with its acquisition of Grupo Editorial Expansion.
- Time Inc.: Represented Time in connection with its investment in the FanNation.com business.
- Time Inc.: Represented Time in connection with the sale of its Time-Life direct marketing music and video business to a joint venture of Ripplewood Holdings and ZelnickMedia.
- Time Inc.: Represented Time in connection with its acquisition of Metros Cubicos, S.A. de C.V. (Mexico).
- Book-of-the-Month Club, Inc.: Represented Book-of-the-Month Club in connection with the sale of certain assets related to Book Club Operations to Doubleday Canada, Ltd.
- Time Warner Cable Inc.: Represented Time Warner Cable in connection with its joint venture with Comcast Corporation and the owners of the New York Mets to create SNY, a regional sports television network.
- Time Warner Cable Inc.: Represented Time Warner Cable in connection with its acquisition of Urban Cable Works.
- Creo Inc.: Represented Creo in connection with is $1 billion acquisition by Eastman Kodak Company.
- Rogers Communications Inc.: Represented Rogers Communications in connection with its $1.5 billion purchase of a 34.2% equity interest in Rogers Wireless Communications Inc. from AT&T Wireless.
- Rogers Wireless Communications Inc.: Represented Rogers Wireless Communications in connection with its $963 million acquisition of Microcell Telecommunications Inc.
- Rogers Communications Inc.: Represented Rogers Communications in connection with its $390 million acquisition of Call-Net Enterprises Inc.
- Overseas Shipholding Group, Inc.: Represented Overseas Shipholding Group in connection with its $1.3 billion acquisition of Stelmar Shipping Ltd.
- Overseas Shipholding Group, Inc.: Represented Overseas Shipholding Group in connection with its $455 million acquisition of Maritrans Inc.
- First Solar, Inc.: Represented First Solar in its acquisition of Turner Renewables Inc.
- PSEG: Represented PSEG in the $685 million sale of its 50% ownership interest in the Chilean electric distributor Chilquinta Energía S.A. and its 38% ownership interest in the Peruvian electric distributor Luz del Sur S.A.A.
- Ballard Power Systems: Represented Ballard Power Systems in connection with its $348 million acquisition of DaimlerChrysler AG’s and Ford Co.’s stakes in two fuel-cell companies, Xcellsis GmbH and Ecostar Electric Drive Systems LLC.
- Ballard Material Products, Inc.: Represented Ballard Material Products in connection with its acquisition of the material carbon business of Textron Systems Corporation.
- Cytec Industries Inc.: Represented Cytec Industries in connection with the sale of its Paper Chemicals Retention and Drainage Aids business and its Fixative Products business to Ciba Specialty Chemicals.
- Cytec Industries Inc.: Represented Cytec Industries in connection with the sale of its Paper Chemicals Sizing and Strengths business to Bayer Corporation.
Selected Capital Markets Experience
Initial Public Offerings
- Underwriters: Represented the underwriters (led by ROTH Capital Partners, LLC) in connection with the $20 million initial public offering of common stock of Montauk Renewables, Inc., a renewable energy company specializing in the recovery and processing of environmentally detrimental methane from landfills and other non-fossil fuel sources for beneficial use as a replacement to fossil fuels.
- SolarEdge Technologies: Represented SolarEdge Technologies in connection with its $126 million initial public offering of common stock.
- Alcon Inc. and Nestlé: Represented Alcon and Nestlé as selling shareholder in connection with the $2.5 billion initial public offering and equity carve-out of Alcon, the largest eye-care company in the world.
- Underwriters: Represented the underwriters (led by Goldman, Sachs & Co., Credit Suisse, JPMorgan and Morgan Stanley) in connection with the $1 billion initial public offering of Class A common stock of Warner Chilcott Limited, a leading specialty pharmaceutical company.
- Underwriters: Represented the underwriters (led by Citigroup, Deutsche Bank Securities and UBS Investment Bank) in connection with the $581 million initial public offering of common stock of Vonage Holdings Corp., a provider of broadband telephone services.
- Underwriters: Represented the underwriters (led by Goldman, Sachs & Co.) in connection with the $630 million initial public offering of Class A common stock of Clear Channel Outdoor Holdings, Inc., related to its spinoff from Clear Channel Communications, Inc.
- Underwriters: Represented the underwriters (led by Deutsche Bank Securities) in connection with the $71 million initial public offering of common stock of Cbeyond Communications, which provides managed Internet Protocol-based communication services to small businesses in select large metropolitan areas.
- Underwriters: Represented the underwriters (led by Merrill Lynch & Co. and Citigroup) in connection with the $215 million initial public offering of common stock of Danaos Corporation, which provides international seaborne transportation services with vessels in the container ship sector of the shipping industry.
- First Solar, Inc.: Represented First Solar, the largest manufacturer of thin film photovoltaic solar modules in the world, in connection with its $459 million initial public offering of common stock.
- Double Hull Tankers, Inc.: Represented Double Hull Tankers in connection with its $200 million initial public offering of common stock related to its spinoff from Overseas Shipholding Group, Inc. Double Hull Tankers, Inc. charters large crude oil tankers pursuant to multiyear charters.
- OSG America L.P.: Represented OSG America, the largest operator of U.S. Flag product carriers and barges, in connection with its $143 million initial public offering of common units representing limited partner interests related to its spinoff from Overseas Shipholding Group, Inc.
Equity Offerings
- Algonquin Power & Utilities Corp.: Represented Algonquin Power & Utilities in connection with its upsized public offering of 20,000,000 equity units with proceeds of $1 billion, and in related option to underwriters to purchase up to an additional 3,000,000 equity units.
- STEM, Inc.: Represented STEM in connection with the filing of its Form S-1 resale registration statement relating to the resale of certain shares of STEM common stock and warrants issued or outstanding in connection with STEM’s $1.35 billion merger with Star Peak Energy Transition Corp., a publicly-traded special purpose acquisition company, resulting in STEM becoming a public company.
- Piedmont Lithium Limited: Represented Piedmont Lithium in connection with its $13 million public offering of American Depositary Shares.
- Piedmont Lithium Limited: Represented Piedmont Lithium in connection with its SEC registration and first U.S. listing of ordinary shares on NASDAQ.
- Underwriters: Represented the underwriters (led by UBS Securities LLC) in connection with the $210 million offering of common stock of Scorpio Tankers Inc., a provider of marine transportation of petroleum products worldwide.
- First Solar, Inc.: Represented First Solar in connection with its $698 million secondary offering of common stock.
- Double Hull Tankers, Inc.: Represented Double Hull Tankers, a significant owner of crude tanker vessels, in connection with its $120 million secondary offering of common stock.
- Extendicare Inc. and Assisted Living Concepts, Inc.: Represented Extendicare and Assisted Living Concepts in connection with the initial listing and exchange of Class A common stock of Assisted Living Concepts, Inc. for shares of Extendicare Inc.
- Underwriters: Represented the underwriters (led by JPMorgan and Deutsche Bank Securities) in connection with the $114 million secondary offering of common stock of Cbeyond, Inc.
- Underwriters: Represented the underwriters (led by Goldman, Sachs & Co. and Dahlman Rose Weiss, LLC) in connection with the $106 million registered common stock offering of OMI Corporation, a major international owner and operator of crude oil tankers and product carriers.
- Creo Inc.: Represented Creo, a leading developer, manufacturer and distributor of comprehensive digital solutions that automate the prepress phase of commercial printing, in connection with its $50 million common stock offering.
- Underwriters: Represented the underwriters (led by Morgan Stanley) in connection with the $175 million common stock offering of Overseas Shipholding Group, Inc.
- Underwriters: Represented the underwriters (led by Goldman, Sachs & Co. and Merrill Lynch & Co.) in connection with the $143 million secondary offering of common stock of The Reader’s Digest Association, Inc., a preeminent global leader in publishing and direct marketing.
- Rogers Communications Inc.: Represented Rogers Communications in connection with its C$250 million common stock offering. Rogers Communications Inc. is a diversified public communications company engaged in cellular communications, cable television distribution, radio and television broadcasting and publishing through its various subsidiaries.
- Underwriters: Represented the underwriters (led by Goldman, Sachs & Co.) in connection with its $246 million offering of common stock of State Street Corporation, a bank holding company that provides services to institutional investors and investment managers worldwide.
- Underwriters: Represented the underwriters (led by Goldman, Sachs & Co.) in connection with its $300 million offering of common stock of State Street Corporation.
- Tower Holding Company, Inc.: Represented Tower Holding Company, a subsidiary of Nestlé S.A., as selling stockholder, in connection with the $190 million common stock offering of the Interstate Bakeries Company, the largest baker and distributor of fresh baked bread and sweet goods in the United States.
- Rogers Wireless Inc.: Represented Rogers Wireless in connection with its C$423 million rights offering.
- Underwriters: Represented the underwriters (led by Goldman, Sachs & Co.) in connection with the $125 million registered offering of depositary shares of Network Plus Corp., a network-based communications provider offering broadband data and telecommunications services.
- Ballard Power Systems Inc.: Represented Ballard Power Systems, a leader in proton exchange membrane fuel cell technology, in connection with its $340 million offering of common stock.
- Underwriters: Represented the underwriters (led by Goldman, Sachs & Co.) in connection with the $100 million Rule 144A offering of convertible preferred shares of RSL Communications, Ltd., a facilities-based communications company.
Debt Offerings
- SolarEdge Technologies, Inc.: Represented SolarEdge Technologies, Inc. in connection with the private offering of $632.5 million convertible senior notes.
- Algonquin Power & Utilities Corp.: Represented Algonquin Power & Utilities in connection with the 144A green bond offering of $600 million senior notes by its US Subsidiary, Liberty Utilities.
- Algonquin Power & Utilities Corp.: Represented Algonquin Power & Utilities in connection with the hybrid public offering of $350 million fixed-to-floating rate subordinated notes.
- Algonquin Power & Utilities Corp.: Represented Algonquin Power & Utilities in connection with the public offering of $250 million fixed-to-floating rate subordinated notes.
- Underwriters: Represented the underwriters (led by Deutsche Bank and Jefferies) in connection with the $25 million senior debt offering by Paragon Shipping Inc.
- Rogers Cable Inc.: Represented Rogers Cable in connection with six 144A/Regulation S secured debt offerings aggregating over $2 billion.
- Rogers Wireless Inc.: Represented Rogers Wireless in connection with four 144A/Regulation S secured debt offerings aggregating over $1.5 billion.
- UBS Investment Bank: Represented the underwriter (UBS Investment Bank) in connection with the $150 million senior debt offering of Overseas Shipholding Group Inc.
- Initial purchasers: Represented the initial purchasers (led by Goldman, Sachs & Co.) in connection with the $200 million 144A/Regulation S high-yield senior debt offering of Overseas Shipholding Group, Inc.
- Underwriters: Represented the underwriters (led by Lehman Brothers) in connection with the $700 million debt offering of State Street Corporation.
- Underwriters: Represented the underwriters (led by Credit Suisse, Goldman, Sachs & Co. and Morgan Stanley) in connection with the $800 million offering of floating rate capital securities by State Street Capital Trust IV, guaranteed by State Street Corporation.
- Underwriters: Represented the underwriters (led by Goldman, Sachs & Co. and Lehman Brothers) in connection with the $600 million subordinated debt offering of State Street Bank and Trust Company.
- Underwriters: Represented the underwriters (led by Lehman Brothers and Merrill Lynch) in connection with the $400 million subordinated debt offering of State Street Bank and Trust Company, the principal subsidiary of State Street Corporation.
- Goldman, Sachs & Co.: Represented the initial purchasers (Goldman, Sachs & Co.) in connection with the $200 million 144A/Regulation S high-yield senior debt offering of OMI Corporation.
- Cytec Industries Inc.: Represented Cytec Industries, a specialty chemicals and materials company, in connection with its $200 million debt offering.
- Underwriters: Represented the underwriters (led by Goldman, Sachs & Co.) in connection with the $100 million and €100 million 144A/Regulation S high-yield senior debt offering of RSL Communications PLC.
Select Financing Experience
- SB Energy Global Holdings Ltd.: Represented SB Energy, SoftBank’s U.S.-based solar and storage platform, in connection with its financing for the construction of two utility-scale projects, Athos I and Athos II, in California.
- SB Energy Global Holdings Ltd.: Represented Softbank subsidiary SB Energy in its $150 million senior revolving credit facility to fund development of renewable capacity and in its $150 million junior term debt facility to fund related projects.
- SB Energy Global Holdings UK Limited: Represented affiliate of SoftBank Energy in connection with its entry into a credit facility with Global Atlantic secured by real estate interests for use in development of California solar power projects with combined capacity of over 450 MWac.
* Includes matters handled by John prior to joining Gibson Dunn.
Kristen P. Poole is a corporate partner in the New York office of Gibson Dunn, where her practice focuses on mergers and acquisitions and private equity.
Kristen represents both public and private companies, as well as financial sponsors, in connection with mergers, acquisitions, divestitures, minority investments, restructurings, and other complex corporate transactions. She also advises clients with respect to general corporate governance matters and shareholder activism matters.
Kristen received her Juris Doctor in 2010 from the University of Virginia School of Law, where she was an Articles Editor for the Virginia Journal of International Law. She received her Bachelor of Science degree, magna cum laude, in Business Finance from Virginia Tech in 2006.
Kristen is admitted to practice in the State of New York.
Andrew Kaplan is a partner in the New York office of Gibson Dunn, where his practice focuses on mergers and acquisitions, and corporate governance matters.
Andrew represents both public and private acquirors and targets in connection with mergers, acquisitions and takeovers, both negotiated and contested. Andrew also advises corporations and their boards of directors in connection with corporate governance and compliance matters, shareholder activism, takeover preparedness, and other corporate matters. He also represents various major investment banks as financial advisors in M&A transactions, and hedge funds in their M&A and investment activities. Andrew also has represented both issuers and underwriters in a variety of securities transactions.
Andrew was named to The Deal’s Top Rising Stars: Class of 2021, which “recognizes exemplary new U.S.-based partners with a focus on M&A and private equity.” He was also recognized by Law360 as a Rising Star in Mergers and Acquisitions for 2024.
Andrew received his Juris Doctor, magna cum laude, in 2011 from Cornell University, where he was elected to the Order of the Coif. He received his Bachelor of Arts in Political Science from Washington University in St. Louis in 2008.
Andrew is admitted to practice in the State of New York.
Andrew LeGrand is a first-chair trial lawyer who delivers results in high-stakes commercial cases, class actions, and employment disputes. He has successfully represented corporate clients—both inside and outside of the courtroom—in matters across various disciplines where the risks are significant and the legal and factual terrain is complex.
Representative Matters:
- Trial counsel for the minority owner and former CEO of a well-known pizza brand in a dispute with the majority owner over self-dealing and withheld distributions. After an eight-day trial, a Dallas County jury returned a resounding verdict for Gibson Dunn’s client, awarding $46 million in damages and rejecting each and every counterclaim asserted by the other side.
- Trial counsel in an age-discrimination case brought in the District of New Jersey by a former sales director against a health care products company. After the week-long trial, the jurors deliberated for less than an hour and returned a unanimous verdict for Gibson Dunn’s client.
- Trial counsel in a receivership dispute in California state court. After a three-day bench trial, the court awarded Gibson Dunn’s client a substantial portion of the relief requested.
- Trial counsel for a global media company in Fair Labor Standards Act litigation. Andrew was lead trial counsel in one of the first in-person federal jury trials during the COVID pandemic. At the conclusion of the five-day trial, the jury returned a complete verdict for Gibson Dunn’s client in a matter of minutes.
- Trial counsel for a title insurance and property valuations company involved in trade-secret and attorneys’ fees litigation. After Gibson Dunn was retained, Andrew successfully defended the company at trial against a claim for $80 million in attorney’s fees.
- Counsel for a global media company in multiple lawsuits alleging False Claims Act violations in connection with the Universal Service Program for Schools and Libraries.
- Counsel for a global media company in litigation involving claims of fraudulent overbilling. Andrew persuaded the plaintiff to voluntarily dismiss its claims, without payment from Gibson Dunn’s client.
- Counsel for a highway safety products company in three class actions. Plaintiffs voluntarily dismissed the cases, without payment from Gibson Dunn’s client, after Andrew deposed the class representatives.
- Counsel for a major healthcare organization that defeated class certification in antitrust class actions brought by employees who alleged an information-sharing conspiracy depressed their wages.
- Counsel for a Class I Railroad that defeated class certification in a multibillion-dollar class action brought by rail freight consumers alleging a conspiracy to impose rate-based fuel surcharges.
- Counsel for a technology company that struck class allegations on the pleadings in a consumer-fraud class action filed in Illinois, asserting claims under the Illinois Consumer Fraud Act and for unjust enrichment.
Pro Bono and Public Service:
Andrew proudly maintains an active pro bono docket. He received the firm’s 2016 Frank Wheat Individual Pro Bono Award for his efforts, and he detailed his commitment to pro bono during a podcast hosted by the Pro Bono Institute. Andrew also serves on the boards of multiple nonprofits and coaches youth baseball.
- Arguing an appeal related to the Texas Religious Freedom Restoration Act, convincing the Third Court of Appeals in Texas to reverse and remand for further proceedings.
- Arguing an appeal of the denial of habeas relief to a Wisconsin state prisoner denied his Sixth Amendment right to represent himself at trial, convincing the Seventh Circuit Court of Appeals to grant habeas relief.
- Arguing a direct criminal appeal, convincing the Seventh Circuit Court of Appeals to reverse a conviction for structuring transactions, and persuading the U.S. Attorney’s Office on remand to drop all charges.
- Arguing a prisoner’s rights appeal in the Seventh Circuit Court of Appeals, convincing the court to reinstate the plaintiff’s pro se complaint and to instruct the district court to recruit pro bono counsel on remand.
- Filing multiple amicus briefs in the Supreme Court of the United States and in federal Courts of Appeal.
Recognition:
Andrew’s recent accolades include being ranked by Chambers USA as an “Up and Coming” lawyer in Litigation: General Commercial. He was named a “Future Star” by Benchmark Litigation, one of The Best Lawyers in America® for his work in Commercial Litigation and Appellate practices, one of the “Best Lawyers in Dallas” by D Magazine, one of 500 Leading Litigators in America by Lawdragon, a “Minority Business Leader” and member of the “40 Under 40” list by the Dallas Business Journal, and a “Lawyer on the Rise” by Texas Lawyer.
Education:
Andrew earned his law degree from Columbia Law School, where he was an editor of the Columbia Law Review and a Harlan Fiske Stone scholar. He was elected by his peers to serve as the graduation speaker for the J.D. Class of 2009. He also holds a master’s degree and a doctoral degree from Teachers College, Columbia University.
As an undergraduate, Andrew obtained dual baccalaureate degrees in English and African American Studies from the University of Oklahoma. He graduated summa cum laude, Phi Beta Kappa, and he was awarded the Letzeiser Award, which is given annually to three outstanding graduates.
Christopher O. Lang is a partner in the New York office of Gibson Dunn. He represents both public and private companies and financial sponsors in connection with M&A, divestitures, joint ventures, minority investments, recapitalizations, and other complex corporate transactions.
Christopher has been recognized by Best Lawyers: Ones to Watch in America™ in Corporate Law for 2022 and 2023.
Christopher received his Juris Doctor, cum laude, in 2013 from the New York University School of Law, where he was a Robert McKay Scholar, a Jacobson J.D. Scholar in the Jacobson Leadership Program in Law and Business and served as a Notes Editor on the New York University Journal of Law and Business. Christopher received his Bachelor of Science, cum laude, in Finance and Economics and a Bachelor of Arts in Political Science with honors from the University of Delaware in 2010, where he was the recipient of the Alexander J. Taylor Sr. Award for the most outstanding male graduate. Additionally, Christopher is a Chartered Alternative Investment Analyst (CAIA) Charterholder and holds the Chartered Financial Analyst (CFA) designation.
Christopher is admitted to practice in the State of New York.
Kohl Anderson is a litigation associate in Gibson, Dunn & Crutcher’s Houston office.
Kohl’s practice consists of trials and appeals in complex commercial litigation. He has represented clients in state and federal court, on both the plaintiff and defense side, in a wide range of cases—including but not limited to breach of contract, intellectual property, product liability, and probate.
Recent and Ongoing Representative Matters:
- Successfully defended General Electric against fraud and lost profits claims arising out of Winter Storm Uri, achieving a complete summary judgment victory. Alta Power LLC v. General Electric International, No. 3:23-cv-0270 (N.D. Tex.). Case currently on appeal.
- Served on jury trial team defending Johnson & Johnson in a personal injury case. Newton v. Johnson & Johnson, No. DC-19-09317 (Dallas County Dist. Ct.). Obtained a favorable settlement during the second week of evidence.
- Argued and won an uncontested divorce trial as pro bono counsel. No. 202-40551 (Harris County Dist. Ct.).
- Representing T-Mobile before the Federal Circuit in an appeal of patent infringement litigation. T-Mobile v. KAIFI, LLC, No. 25-1006 (Fed. Cir.).
- Representing an investment banking firm as a third-party in a shareholder dispute arising out of one of the largest take-private mergers in U.S. history. No. CJ-2022-4162 (Oklahoma County Dist. Ct.).
- Representing prominent Houston-based generator distributor and its president in a probate dispute over company ownership. No. 503109-401 (Harris County Probate Ct.).
Prior to joining Gibson Dunn, Kohl served as a law clerk to the Honorable Alfred H. Bennett on the U.S. District Court for the Southern District of Texas.
Kohl graduated with honors from the University of Texas School of Law, where he served as an Articles Editor for the Texas Law Review, the academic chair for Thurgood Marshall Legal Society, a student ambassador for the admissions office, and a Dean’s Fellow. Before law school, he graduated from Texas A&M University with a Bachelor of Science degree in Industrial & Systems Engineering. At Texas A&M, Kohl was member of the NCAA and SEC Championship-winning men’s track & field team and president of the Nu Alpha chapter of Kappa Alpha Psi Fraternity Inc.
Kohl is a member of the Texas bar, and is admitted to practice in the United States Court of Appeals for the Federal Circuit as well as the United States District Courts for the Northern and Southern Districts of Texas.
Michelle M. Gourley is a partner in the Orange County office of Gibson Dunn and is a member of the firm’s Mergers and Acquisitions and Private Equity Practice Groups.
Michelle is a corporate transactional lawyer whose experience includes advising both strategic companies and private equity clients (including their portfolio companies) in connection with public and private merger transactions, stock and asset sales, joint ventures, strategic partnerships, and other complex corporate transactions. Michelle works with clients across a wide range of industries, and has extensive experience working with life sciences companies (pharma and medical device) and media, technology and entertainment companies.
Representative Transactions
- Represented an international security company in the disposition of one of its divisions across seven countries
- Represented a European manufacturer of medical devices in a series of investments in the U.S.
- Represented a European plastics manufacturer in the acquisition of two operating companies in the U.S.
- Represented a U.S.-based manufacturer of pharmaceutical products in matters ranging from an acquisition of new product lines to day-to-day commercial transactions with suppliers and distributors
- Represented a private equity group in multiple acquisitions, and the related investor group and mezzanine and senior debt financing, across the Midwest, California, and Texas in various industries, including three tank manufacturing companies and a professional services provider
- Represented a private equity group in multiple acquisitions, and the related investor group and mezzanine and senior debt financing, across the U.S. in industries in various industries, including repair services and software distribution
- Represented a European software company in the acquisition of a U.S.-based software provider
- Represented the owner of a manufacturer seller and distributor of protein-based food products company in the disposition of the issued and outstanding equity of the company to a foreign acquirer
Michelle graduated, magna cum laude, from the J. Reuben Clark Law School at Brigham Young University (J.D., 2007). Michelle earned her undergraduate degree from Brigham Young University (B.A., French, political science, 2004). Michelle is an active member of the firmwide Diversity Committee.
Michelle is admitted to practice in California.
Amy Shao is an associate in the Palo Alto office of Gibson Dunn. She currently practices with the firm’s Litigation Department.
Amy earned her Juris Doctor from the University of California, Davis School of Law. While in law school, Amy served as a member of the First-Generation Advocates program and Asian Pacific American Law Students Association.
Prior to attending law school, Amy received a Bachelor of Arts degree in Political Science from the University of California, Los Angeles.
Amy is admitted to practice in the State of California.
Justine Kentla is an associate in the San Francisco office of Gibson, Dunn & Crutcher. Her practice focuses on white-collar criminal defense, internal and government investigations, and regulatory compliance. Justine has a wide breadth of experience representing corporate clients and individuals in grand jury and regulatory investigations, including those conducted by the DOJ, SEC, and state law enforcement agencies. Consistent with her commitment to public service, Justine has also maintained a robust pro bono practice, most notably securing a gubernatorial pardon for a client from California Governor Brown. She was recently recognized by Best Lawyers: Ones to Watch® in America for Litigation – Securities (2025-2026).
She received her law degree from U.C. Berkeley School of Law, where she was a submissions editor of the Berkeley Journal of Criminal Law. While in law school, Justine received the U.C. Berkeley Chancellor’s Award for Public Service for co-founding The Focus Forward Project, a non-profit organization dedicated to providing reentry services to individuals charged with federal crimes. She earned a B.A. with honors in International Studies and Political Science from The University of Chicago in 2010. Prior to attending law school, Justine worked at the Federal Defenders Office in the Southern District of New York.
Justine is currently admitted to practice law in the State of California.
Jaclyn Neely is of counsel in the New York office of Gibson, Dunn & Crutcher. She is a member of the firm’s White Collar Defense and Investigations, Securities Enforcement, Anti-Money Laundering, and Litigation Practice Groups.
Jaclyn regularly represents clients, including major multinational corporations, financial institutions, and individuals, in criminal, regulatory, and internal investigations, with a focus on anti-corruption and anti-money laundering issues. Her practice includes advising clients under investigation by regulators; coordinating and conducting site visits, witness interviews, and document reviews and productions; working with in-house and outside legal, audit, and compliance teams; preparing presentations and reports; and designing remediation measures. Jaclyn’s practice also includes assessing corruption risks and advising clients on anti-corruption and general compliance programs, procedures, and training. She has participated in multiple large-scale FCPA investigations and SEC enforcement actions relating to allegations of securities fraud and other violations of the securities laws, and she recently represented an individual defendant in a white collar criminal trial in federal court. Jaclyn also regularly advises on transactions, evaluating corruption and related risks and conducting due diligence.
She has been recognized by Best Lawyers: Ones to Watch® in America in the area of Criminal Defense: White-Collar (2021 – 2026).
Jaclyn maintains an active pro bono practice, focusing on the fields of immigration, gender-based violence, and alternatives to incarceration programs.
She received her Juris Doctor in 2012 from Columbia Law School, where she was named a Harlan Fiske Stone Scholar and served as the bluebook editor of the Columbia Law Review. She received her Bachelor of Arts in Political Science and Psychology from the University of North Carolina at Chapel Hill in 2009.
Jaclyn is admitted to practice in the State of New York and the United States District Courts for the Southern and Eastern Districts of New York.
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Madalyn Miller is a partner in the New York office of Gibson Dunn, Co-Chair of the Transportation and Space Group, and a member of the firm’s Finance Practice Group. Madalyn has extensive experience in asset finance, representing underwriters, lenders, and lessors across a range of transactions. Her expertise includes portfolio securitizations, acquisition financing, and both secured and unsecured lending. With particular expertise in commercial aviation, her portfolio also covers various additional asset classes, including rolling stock, vessel finance, business aviation and general equipment. Additionally, Madalyn is skilled in advising on the acquisition and disposition of aviation leasing companies and large aircraft asset portfolios. Awards and Accolades:
Relevant experience includes advising:
Madalyn earned her Juris Doctor from Columbia Law School in 2011. She earned a Bachelor of Arts degree in Political Science from Oakland University in 2008. |
Cody Johnson is a trial lawyer in Gibson Dunn’s Dallas office whose practice focuses on representing both plaintiffs and defendants in high-stakes commercial disputes. Cody has extensive trial, hearing, and deposition experience and represents clients across a variety of subject areas, including oil and gas, antitrust, trade secrets, and law firm defense.
Representative Cases
- Trial counsel for Energy Transfer LP and Dakota Access LLC in a landmark trespass and defamation action against Greenpeace that culminated in a $667 million jury verdict—the largest in North Dakota history. The American Lawyer recognized the trial team in its “Litigator of the Week” honors in March 2025.
- Trial counsel to a Fortune 100 midstream company in high-stakes litigation over the governance of a multi-million-dollar gas processing plant. Successfully briefed and secured a rare plaintiff’s side summary judgment on liability, delivering a decisive advantage in the dispute.
- Member of trial team representing a leading insurance carrier in the widely publicized, month-long confirmation trial of the Boy Scouts of America bankruptcy plan—one of the most closely watched Chapter 11 proceedings in recent years.
- Represented a Fortune 100 company defending against claims of patent infringement, fraud, and breach of contract involving a cutting-edge medical device. Case reached favorable settlement soon after trial began.
- Represented a major law firm in legal malpractice and breach of fiduciary duty action filed in Dallas County District Court. Successfully defeated all claims on summary judgment.
From 2022 to 2023, Cody served as a law clerk to the Honorable Chief Judge Amos L. Mazzant III of the United States District Court for the Eastern District of Texas.
Cody received his J.D. with high honors from the University of Texas School of Law, where he was named a Chancellor-at-Large in recognition of having one of the highest GPAs in his class after two years. While at Texas Law, Cody was Chief Articles Editor of the Texas Journal of Oil, Gas, and Energy Law and a Teaching Quizmaster in the legal writing program. Cody won first place in the national round of the Giles S. Rich Moot Court competition and was elected to the Order of Barristers.
Cody is a member of the State Bar of Texas and is admitted to practice law before the United States District Court for Northern District of Texas.
Cassidy Lewis is a litigation associate in Gibson Dunn’s Los Angeles office.
Cassidy earned her Juris Doctor from the University of Wisconsin Law School in 2024, where she graduated cum laude with honors. While in law school, Cassidy earned the Dean’s Academic Achievement Award. She also served as a student attorney for the Wisconsin Innocence Project, where she contributed to the successful exoneration of a wrongfully convicted individual. In addition, Cassidy was also an editor for the Wisconsin International Law Journal and served as an Academic Enhancement Fellow, tutoring first year law students in civil procedure and criminal law.
She received her Bachelor of Science in Psychology from California Polytechnic State – San Luis Obispo.
She is admitted to practice in the State of California.
Sara Ghalandari is a partner in the San Francisco office of Gibson, Dunn & Crutcher. She is a member of the firm’s Land Use and Development Practice Group.
Ms. Ghalandari’s practice encompasses a wide-array of land use/development matters and real estate transactions, including zoning, planning, the California Environmental Quality Act (CEQA), public private partnerships, and matters regarding construction access, underpinning and shoring. The primary focus of her practice is the processing of entitlements for major real estate development projects in the Bay Area and throughout California, supervising the preparation and approval of environmental documentation, and negotiating transactional documents associated with land use, project development, and construction, including agreements between private and public entities. Ms. Ghalandari also advises institutional investors and lenders on land-use related matters.
Ms. Ghalandari successfully advises her clients on the complex regulatory and political issues impacting their projects to successfully achieve their goals. Such representation encompasses a wide-range of projects, including the redevelopment of large retail centers, mixed-use and multi-family developments, sports venues, office developments, large master planned communities, hotels, and historic rehabilitation projects. For example, she has represented her clients in the following matters:
- Brookfield working on the entitlement of a mixed use development on the parking lots and some existing development surrounding the Stonestown Galleria Shopping Mall;
- The Oakland Athletics working on the entitlement of a new ballpark and mixed-use development on the Oakland Waterfront; and
- Build Inc. in the successful entitlement of a large mixed-use public/private development with the San Francisco Recreation and Park Department.
Additional relevant information about Ms. Ghalandari includes:
- Ms. Ghalandari was recognized in Best Lawyers: Ones to Watch in America™ 2024 and Best Lawyers in America® 2026 in Real Estate Law.
- She is a board member of the Guadalupe River Park Conservancy and has an extensive pro bono practice.
- She also currently serves as a Commissioner on the San Jose Historic Landmarks Commission.
- Ms. Ghalandari earned her J.D. from the University of California, Berkeley School of Law, where she was awarded the Prosser Prize, and her B.A. in Political Science with high honors from the University of California, Davis, where she was awarded a Regents Scholarship.
- Ms. Ghalandari is admitted to practice law in the State of California.
Patrick W. Pearsall is an international arbitration and disputes partner in the Washington D.C. office of Gibson Dunn. He is Global Co-Chair of the Geopolitical Strategy and International Law practice. Patrick is Chambers ranked in multiple practice areas and focuses on helping clients resolve complex disputes, respond to crises, and protect themselves in dozens of jurisdictions throughout the world. He has litigated in U.S. courts at the highest levels and has practiced under all of the world’s leading arbitral rules. Patrick regularly advises sovereign states and Fortune 500 companies and is widely regarded as one of the foremost experts in the world on international law. Clients describe Patrick as a “rockstar” with an “unmatched razor-sharp mind” who is an “incredible,” “terrific advocate and a real thought leader.”
Patrick’s experience cuts across several industries, including energy, mining, pharmaceuticals, telecommunications, maritime, fisheries, financial services, infrastructure, geographic boundaries, consumer products, emergent technology, and manufacturing. Clients reach out to Patrick at all stages of a potential or active dispute. In addition to his commercial and treaty disputes work, Patrick is often called upon to assist companies, executives, and sovereign states when they are struggling with exposure from a geopolitical crisis. Patrick is a recognized specialist in investment protection and dispute avoidance. He has successfully resolved claims involving tens of billions of dollars for clients.
Patrick is widely recognized, including by Chambers USA, Chambers Global, and Lexology as a “Global Elite Thought Leader.” He is also listed by Latinvex as one of the ten best disputes lawyers in Latin America and is recommended by Legal 500. He was previously named to Global Arbitration Review’s “45 under 45” list, which features global leaders in the field of international arbitration under 45. Patrick has also been recognized by The Best Lawyers in America year after year for his work, one of the youngest to hold this peer-ranked distinction at the time of his first recognition.
For nearly a decade, Patrick served in the U.S. State Department, working on economic and natural resources diplomacy, and trade and dispute resolution. He departed in 2017 as Chief of Investment Arbitration, responsible for defending the United States in various international fora. In addition to his representations, Patrick was on the drafting committee for the revision of the ICC Rules, an advisor on the revision of the AAA and ICDR Rules, and led the negotiations of several bilateral and multilateral treaties on behalf of the United States. He sits on the Panel of Arbitrators for the International Center of the Settlement of Investment Disputes (ICSID) as well as for the Hong Kong International Arbitration Centre (HKAIC) and the Korean Commercial Arbitration Board (KCAB).
Select Representative Experience*:
Commercial Disputes and Geopolitical Crisis Management
- Representing a large multinational bank in four related ICC arbitrations in Brazil.
- Representing a large multinational bank in an ICC arbitration against a European telecommunications company.
- Representing a global mining company in a dispute concerning intellectual property and trade secrets.
- Representing large electronics manufacturing company in an ICC arbitration arising from a failed joint venture agreement and an intellectual property dispute.
- Representing a multinational Asian-headquartered client in a series of ICC and ICDR arbitrations arising out of a joint venture agreement.
- Representing a large construction company and private equity firm in a series of disputes under the ICDR arising out of a large municipal infrastructure project.
- Representing a global technology company on a sensitive geopolitical matter and internal international governance issues.
- Advising a Latin American state on a crisis concerning administrative actions in a key sector of its economy.
- Representing one of the largest companies in the world on a series of disputes arising from alleged competition violations in several jurisdictions.
- Representing Luxshare Ltd. at the United States Supreme Court on the question of how section 1782 of the United States Code should be interpreted to apply to discovery in aid of arbitration.
Public International Law and Investment Arbitration
- Representing a Latin American state before the Permanent Court of Arbitration on a claim concerning alleged breaches in relation to a large metallurgical complex.
- Representing a renewable energy company in an investment under ICSID claim against a European state.
- Representing a Fortune 500 company in two separate investment arbitrations against two separate Latin American states under ICSID.
- Representing a large European energy company against a Latin American state to protect against an expropriation.
- Representing a Latin American state in a billion-dollar arbitration under ICSID concerning a bond issuance.
- Representing a European multinational energy company in an ICSID annulment proceeding and follow-on U.S. federal court enforcement proceedings.
- Representing the Kingdom of Sweden in a multibillion-dollar claim brought by an energy company under the Energy Charter Treaty.
- Representing a European state in an investment claim brought through the Energy Charter Treaty under the SCC Rules.
- Representing the United States in a UNCITRAL arbitration arising from the alleged expropriation of a gold mine.
- Representing the United States in a multibillion-dollar ICSID arbitration arising out of a permit denial for a large cross-border infrastructure project.
Treaties Assisted in Negotiating
- Comprehensive and Progressive Trans-Pacific Partnership (CPTPP Investment Chapter)
- Trans-Atlantic Trade and Investment Partnership (Investment & Environmental Chapters)
- United States Mexico Canada Agreement (USMCA)
- United States – China Bilateral Investment Agreement (US-China BIT)
- North America Free Trade Agreement (NAFTA)
- Central American Free Trade Agreement (CAFTA-DR)
- Korea United States Free Trade Agreement (KORUS)
- United States Panama Free Trade Agreement (US-Panama FTA)
- United States Peru Free Trade Agreement (US-Peru FTA)
- International Centre for the Settlement of Investment Disputes (ICSID Rule Revisions)
Patrick has earned degrees from Columbia Law School, the Parker School of Foreign and Comparative Law, and Columbia College. He graduated from Columbia Law School with honors and from Columbia College magna cum laude, where he received the Robert Lincoln Carey prize, which is awarded annually to one student college-wide who achieved the highest academic achievement. Prior to practice, Patrick worked at the ICC Secretariat and for the Honorable Sonia Sotomayor on the United States Court of Appeals for the Second Circuit.
Patrick is a member of the adjunct faculty at Columbia Law School, where he directs the International Claims and Reparations Project, and at Georgetown University Law Center, where he teaches on international dispute resolution. He regularly lectures at several other leading law schools and conferences around the world, and has published several articles and chapters on international arbitration and litigation, international investment law, and public international law, many of which have been cited in international arbitration decisions, courts around the world and leading treatises. He is the co-author of two books: Reflections on International Arbitration and International Claims Commissions, the leading treatise on the subject.
Patrick has served as an officer to the IBA Arbitration Committee in various roles for nearly a decade, is a member of the Academic Council of the Institute for Transnational Arbitration, co-chairs the Mid-Atlantic Committee of the United States Council for International Business, and is the incoming Vice President of the American Society of International Law (ASIL) where he has also served on the Executive Council, the Executive Committee, and co-chaired the ASIL Annual Conference. Patrick was also co-chair of the 75-member international delegation to Ukraine for the 75th anniversary of the Universal Declaration of Human Rights, which became the subject of an award-winning film.
Patrick is admitted to practice law in the District of Columbia and New York and is a registered foreign lawyer in England and Wales.
Recent Publications:
- Patrick W. Pearsall, Causation and the Draft Articles on State Responsibility, 37 ICSID Rev. – Foreign Inv. L. J. 192 (2022).
- Patrick W. Pearsall, The Role of the State and the ISDS Trinity, 112 AJIL Unbound 249 (2018).
- Patrick W. Pearsall et al., International Litigation, 44 Int’l Lawyer 167 (2010).
- Patrick W. Pearsall, Article 26 of the VCLT: Pacta Sunt Servanda, in General International Law in International Investment Law: A Commentary, 64 (Andreas Kulick & Michael Waibel eds., 2024).
- Patrick W. Pearsall, David Ingle & Gary Smadja, The Energy Charter Treaty: A Friend or Foe of Decarbonisation?, in Investment Arbitration and Climate Change 245 (Anja Ipp & Annette Magnusson, eds. 2024).
- Chiara Giorgetti & Patrick W. Pearsall, Creating an International Compensation Mechanism for Ukraine, in Research Handbook on International Claims Commissions, 292 (Chiara Giorgetti, Patrick W. Pearsall & Hélène Ruiz-Fabri eds., 2023).
- Chiara Giorgetti & Patrick W. Pearsall, International Claims Commissions: Learning from the Past, Looking at the Future, in Research Handbook on International Claims Commissions, 1 (Chiara Giorgetti, Patrick W. Pearsall & Hélène Ruiz-Fabri eds., 2023).
- Patrick W. Pearsall, The New Invisible College, in Pro-Arbitration Revisited: A Tribute to Professor George Bermann from his Students Over the Years, 33 (Elora Neto Godry Farias, Gino Rivas, Gustavo Favero Vaughn & Mateo Verdías Mezzera eds., 2023).
- Patrick W. Pearsall & Craig D. Gaver., Guarantees Against the Stay of Enforcement, in Provisional and Emergency Measures in International Arbitration, 228 (Julien Fouret ed., 2023).
- Timothy Nelson et al., Should Costs Go with the Cause in Investment Treaty Arbitration?, in Investment Treaty Arbitration and International Law, 265 (Meriam Al-Rashid, Kabir Duggal, Miriam K. Harwood & Todd J. Weiler eds., vol. 13 2020).
- Patrick W. Pearsall et al., Parallel Proceedings: A Right or Wrong?, in Investment Treaty Arbitration and International Law, 247 (Meriam Al-Rashid, Kabir Duggal, Miriam K. Harwood & Todd J. Weiler eds., vol. 12 2019).
- Patrick W. Pearsall & J. Benton Heath, Causation and Injury in Investor-State Arbitration, in Contemporary and Emerging Issues on the Law of Damages and Valuation in International Investment Arbitration, 81 (Christina L. Beharry ed., 2018).
- Robert Reyes Landicho et al., Full Protection and “Cyber” Security?, in Investment Treaty Arbitration and International Law, 133 (Ian A. Laird, Borzu Sabahi, Frédéric G. Sourgens & Todd J. Weiler eds., vol. 11 2018).
- Ian A. Laird et al., Promoting and Protecting Investment in the Asia-Pacific Region: What Is the Role for Investment Agreements?, in Investment Treaty Arbitration and International Law, 61 (Ian A. Laird, & Todd J. Weiler eds., vol. 4 2012).
- Patrick W. Pearsall, International Investment Agreements in the Asia-Pacific Region and the Promotion Objective, in Investment Treaty Arbitration and International Law, 35 (Ian A. Laird & Todd J. Weiler eds., vol. 4 2012).
- Research Handbook on International Claims Commissions (Chiara Giorgetti, Patrick W. Pearsall & Hélène Ruiz-Fabri eds., 2023).
- Reflections on International Arbitration: Essays in Honour of Professor George Bermann (Julie Bédard & Patrick W. Pearsall eds., 2022).
- Patrick W. Pearsall & Kyle R. Rice, United States-Mexico-Canada Agreement (USMCA): Investment Protection and Arbitration, Thomson Reuters Practical Law
- Chiara Giorgetti & Patrick Pearsall, A Significant New Step in the Creation of An International Compensation Mechanism for Ukraine: The Council of Europe Establishes A Register of Damages Caused by Russia’s Aggression Against Ukraine, Just Sec. (July 27, 2023),
- Patrick W. Pearsall & Guled Yusuf, United Nations General Assembly Seeks Historic Climate Change Opinion from International Court of Justice, JDSupra (May 4, 2023),
- Chiara Giorgetti, Markiyan Kliuchkovsky, Patrick W. Pearsall & Jeremy K. Sharpe, Historic UNGA Resolution Calls for Ukraine Reparations, Just Sec. (Nov. 16, 2022),
- Chiara Giorgetti, Markiyan Kliuchkovskyi and Patrick W Pearsall, Launching an International Claims Commission for Ukraine, EJIL: Talk! (May 20, 2022),
- Patrick W. Pearsall, The Biden Administration Approach to Investment Arbitration? Retail Multilateralism, Kluwer Arb. Blog (Nov. 9, 2020)
- International Finance Corp.: May International Organizations Violate Rights with Impunity?, Just Sec. (Oct. 30, 2018)
- Patrick W. Pearsall & Thomas Wingfield, A View Toward the Post-Brexit Future: The UK in the NAFTA? Part II, Kluwer Arb. Blog (Feb. 13, 2018)
- Patrick W. Pearsall & Thomas Wingfield, A View Toward the Post-Brexit Future: The UK in the NAFTA? Part I, Kluwer Arb. Blog (Feb. 11, 2018)
- Patrick W. Pearsall, Note, Means/Ends Reciprocity in the Act of State Doctrine, 43 Colum. J. Transnat’l L. 999 (2005).
*Includes matters handled prior to joining Gibson Dunn
Stephen I. Glover is a partner in the Washington, D.C. office of Gibson Dunn who has served as Co-Chair of the firm’s Global Mergers and Acquisitions Practice. Stephen has an extensive practice representing public and private companies in complex mergers and acquisitions, joint ventures, equity and debt offerings, and corporate governance matters. His clients include large public corporations, emerging growth companies and middle market companies in a wide range of industries. He also advises private equity firms, individual investors, and others.
Stephen has been ranked in the top tier of corporate transactions attorneys in Washington, D.C. for the past nineteen years (2005 – 2025) by Chambers USA America’s Leading Business Lawyers. He has also been selected by Chambers Global for the past five years as a top lawyer for USA Corporate/M&A. Chambers has singled out Stephen as the only “Star” corporate lawyer in the District of Columbia. Stephen has also been named Washington, D.C. “Lawyer of the Year” by The Best Lawyers in America® in the 2026 edition for Securities/Capital Markets Law, and in 2018 for Mergers and Acquisitions Law. In 2018, he was recognized by BTI Consulting as a BTI Client Service All-Star MVP for making the Client Service All-Star list in four consecutive years.
Stephen is the author or co-author of several books, including M&A Practice Guide; Business Separation Transactions: Spin-Offs, Subsidiary IPOs and Tracking Stock; and Partnerships, Joint Ventures and Strategic Alliances. He has written more than 60 articles and speaks frequently on corporate and securities law issues.
Stephen has served as a member of the DC Bar Board of Governors and the DC Bar Pro Bono Committee, and as Co-Chair of the Steering Committee for the D.C. Bar’s Corporation, Finance and Securities Law Section. He is a member of the advisory board of BNA’s Mergers & Acquisitions Law Report and the editorial board of The M&A Lawyer. He has served as D.C. representative to the New York Tribar Opinion Committee. Stephen has also served as an Adjunct Professor at the Georgetown University Law Center.
Stephen served as a law clerk to Justice Thurgood Marshall in the United States Supreme Court from 1981 to 1982 and to J. Skelly Wright, Chief Judge of the U.S. Court of Appeals for the District of Columbia Circuit from 1980 to 1981. He was the DC Bar Pro Bono Lawyer of the Year for 2004.
Stephen earned his law degree cum laude in 1980 from Harvard Law School, where he was Managing Editor of the Harvard Law Review. He received his undergraduate degree summa cum laude from Amherst College.
Selected recent representations include:
- Apex Tools, a joint venture between Danaher and Cooper Industries, in its $1.6 billion sale to Bain Capital
- CACI in its contested $7.2 billion bid for CSRA, as well as several other multi-billion bids and numerous completed transactions.
- The Carlyle Group Holdings Conflicts Committee in connection with Carlyle’s conversion from a publicly traded limited partnership to a corporation
- Cortina Partners in numerous acquisitions and dispositions, including the sale of Classic Aviation, an air ambulance service, to Intermountain Health Care.
- CoStar in its acquisitions of Apartments.com, Apartment Finder and other internet-based apartment listing services
- Eaton Corporation in several transactions, including the $3.3 billion sale of its hydraulics business to Danfoss, the $1.4 billion sale of its lighting business to Signify, the $920 million acquisition of Souriau-Sunbank from Transdigm, and the formation of a $1.2 billion joint venture with Cummins Engines for the production of automated transmissions
- Euronet Worldwide in its contested $1 billion bid for MoneyGram International
- Intel in its approximately $2.5 billion flash RAM manufacturing venture with Micron Technology
- Marriott International in numerous transactions, including its contested $13.6 billion acquisition of Starwood Hotels & Resorts Worldwide, its acquisition of UK public company Elegant Hotels, its acquisition of the Gaylord hotel brand and management company, the spin-off of Marriott Vacations Worldwide, its vacation ownership business, and various joint ventures.
- Quidel Corporation in its approximately $6 billion business combination with Ortho Clinical Diagnostics Holdings plc.
- The controlling stockholder of government contractor SRA in its $1.8 billion sale to Providence Equity
- Towers Watson in its $18 billion merger of equals with Willis Group, and Watson Wyatt in its approximately $6 billion merger with Towers Perrin that led to the formation of Towers Watson
- United Therapeutics in several acquisitions and dispositions, as well as its conversion to a Delaware public benefit corporation.
Jessica Um is an associate in the New York office of Gibson Dunn, where she practices in the firm’s Transactional Department.
Jessica earned her Juris Doctor from Georgetown University Law Center, where she served as a student attorney in the school’s Intellectual Property and Information Policy (iPIP) Clinic. In this role, she represented clients on matters involving corporate governance, copyright, and media law. Prior to law school, Jessica worked in the music industry, gaining early exposure to transactional work within the entertainment sector.
She received her Bachelor of Arts in Sociology, cum laude, from the University of California, Los Angeles in 2019.
Jessica is admitted to practice law in the State of New York.
Ayushi Sutaria is an associate in the New York office of Gibson Dunn. She is currently a member of the Transactional Department.
Prior to joining Gibson Dunn, Ayushi worked as an associate with a leading law firm in India, where she assisted on a broad range of India-based acquisition transactions, alongside corporate and foreign exchange law advisory work.
Ayushi received her LL.M. from Harvard Law School in 2022. She graduated from law school (B.A., LL.B. (Hons.)) from National Law School of India University, where she served as the Chief Editor of the University-based Indian Journal of International Economic Law.
Ayushi is currently admitted to practice in India and in New York. She speaks English, Hindi, and Gujarati.
Daniela L. Stolman is a partner in Gibson Dunn’s Century City office and a member of the firm’s Private Equity, Mergers and Acquisitions, Capital Markets, and Securities Regulation and Corporate Governance Practice Groups. She advises companies and private equity firms across a wide range of industries, focusing on public and private merger transactions, stock and asset sales, and public and private capital-raising transactions. Daniela also advises public companies with respect to securities regulation and corporate governance matters, including periodic reporting and disclosure matters, Section 16, Rule 144, and insider trading.
Daniela has been named as a Rising Star by Southern California Super Lawyers since 2014. The Deal also named her as a Rising Star, which recognizes new M&A partners who are ‘deemed by The Deal to be one of the most promising of 2019.’ She was named a 2019 Rising Star by Law360 for private equity. The list recognizes “attorneys under 40 whose legal accomplishments transcend their age.”
Representative Transactions – Mergers and Acquisitions
- Represented Stone Canyon Industries LLC, a global industrial holding company, in its $850 million recapitalization of its subsidiary, SCI PH Inc., which through its subsidiaries, BWAY and Mauser, is a leading global supplier of rigid packaging products and services.
- Represented Aurora Capital Partners in its acquisition of VLS Recovery Services, LLC, a leading provider of specialty cleaning and waste processing services in the South Eastern United States.
- Represented Stone Canyon Industries LLC in its $2.3 billion acquisition of Mauser Group NV, a global supplier of rigid packaging products and services for industrial use.
- Represented Aurora Capital Partners in its disposition of Dubois Chemicals Inc., a specialty chemical company.
- Represented Group Health Cooperative, a nonprofit integrated health care delivery system, in its $1.8 billion sale to Kaiser Permanente.
- Represented Stone Canyon Industries LLC in its $2.4 billion acquisition of BWAY Corp., a manufacturer of rigid metal, plastic and hybrid containers used to package industrial, bulk food and retail goods.
- Represented Ducommun Incorporated in its sale of its subsidiary, Miltec Corporation, a provider of engineering, technical and program management services principally to the U.S. Department of Defense and U.S. intelligence agencies.
- Represented Korn/Ferry International in its acquisition of Hay Group, a global leader in people strategy and organizational performance.
- Represented Doremi Labs, a digital cinema technology company, its sale to Dolby Laboratories Inc.
- Represented AECOM Technology Corporation in its $6.0 billion acquisition of URS Corporation, a provider of engineering, construction, and technical services for public agencies and private sector companies around the world.
- Represented Aurora Capital Partners in its acquisition of National Technical Systems Inc., a leading provider of testing and engineering services.
- Represented Dole Food Company in connection with David Murdock’s $1.6 billion acquisition of outstanding stock to take the company private.
- Represented Aurora Capital Partners in its sale of ADCO Global, Inc., a leading global provider of specialty sealants, tapes and adhesives.
- Represented Dole Food Company in the sale of certain businesses to ITOCHU Corporation for approximately $1.7 billion.
- Represented K-Swiss in its sale to E.Land World, an integrated fashion and retail company.
- Represented Ducommun Incorporated in its acquisition of LaBarge Inc., a supplier of electronics manufacturing services operating across many high-growth industries.
- Represented K&F Industries Inc in its going private sale to Meggitt-USA, Inc., a subsidiary of Meggitt PLC, for approximately $1.8 billion.
Representative Transactions – Capital Markets
- Represented Douglas Dynamics, Inc. in its initial public offering and follow-on secondary offerings.
- Represented Dole Food Company in its initial public offering in 2009, valued at $446 million (the largest IPO in 2009).
- Represented AECOM in a $80 million common stock public offering and an at-the-market equity offering of up to four million shares of common stock.
- Represented Stone Canyon Industries LLC in its Rule 144A acquisition financing for the Mauser acquisition.
- Represented Ducommun Incorporated in its Rule 144A acquisition financing for the LaBarge acquisition.
Additional Representations – Securities Regulation and Corporate Governance
Daniela has represented, among others, the following clients with respect to securities regulation and/or corporate governance matters: AECOM, Dole Food Company (while a public company), Ducommun Incorporated, Fluor Corporation, General Electric Company, Herbalife, HP Inc., Korn/Ferry International, K-Swiss (while a public company), Marriott Vacations Worldwide Corporation, Moody’s Corporation, Neustar, Tiffany & Company, and The Clorox Company.
Publications
Daniela has authored publications and client memoranda on a variety of securities law related matters.
- “Building a Better Insider Trading Compliance Program”
- “SEC Staff Issues Updated Interpretive Guidance on Rule 10b5-1 Plans”
- “Highlights from the 44th Annual San Diego Securities Regulation Institute” (2016)
- “Highlights from the 43rd Annual San Diego Securities Regulation Institute” (2015)
Education
Daniela received her law degree in 2006 from the University of Southern California Law School, where she was elected to the Order of the Coif and was a Senior Editor of the Southern California Law Review. She earned a Bachelor of Arts degree in history and economics, magna cum laude, from the University of Pennsylvania in 2002.
Daniela is admitted to practice law in the State of California.
Dennis J. Friedman is a partner in the New York office of Gibson Dunn. He has led Gibson Dunn’s mergers and acquisitions practice for many years. He has also served on Gibson Dunn’s Executive Committee and its International Management Committee. He is a widely recognized corporate lawyer with extensive experience in the mergers and acquisitions, and corporate governance. In addition to his 40-plus year legal career, Dennis was an investment banker at several major Wall Street firms, where he was a senior mergers and acquisitions banker and also the head of a merchant banking group.
Dennis is consistently regarded as one of the top M&A lawyers in New York and globally. Dennis has been ranked as a leading M&A lawyer by Chambers USA: America’s Leading Lawyers for Business, Chambers Global: The World’s Leading Lawyers for Business, The Legal 500 United States edition, The Best Lawyers in America®, The International Who’s Who of Merger & Acquisition Lawyers, Euromoney’s Guide to the World’s Leading Merger & Acquisition Lawyers, U.S. News Best Lawyers, New York Magazine’s Best Lawyers in New York, American Lawyer Media, Guide to the World’s Leading Banking Finance and Transactional Lawyers, IFLR1000’s Leading Lawyers and has been named a Law360 MVP for Mergers and Acquisitions. He was also named as one of the Lawdragon 500 Leading Dealmakers in America and was named among the Lawdragon 2023 Hall of Fame Honorees. Dennis is the recipient of the annual M&A Advisor Leadership Award in recognition of his accomplishments in cross border M&A legal service. He was also named to BTI’s Client Service All-Starts List for delivering “incomparable levels of client service excellence.” In addition, Dennis was ranked as a leading Corporate Governance attorney by Who’s Who Legal and was also named by the National Association of Corporate Directors to the NACD Directorship 100 list as one of the most influential people in the boardroom community. Chambers notes that Dennis has “a very strong knowledge base that comes with having 40 years of experience” and “the advantage that he’s been a banker as well as a lawyer, so he can see everything from that perspective and anticipate additional problems that might arise.”
Dennis represents both domestic and foreign entities, boards of directors, special board committees, and investment banks in many of the world’s largest mergers and acquisitions, cross-border transactions, and unsolicited takeover offers. He also represents private investors in their mergers and acquisitions activity. Dennis advises clients in connection with board governance issues, conflicts of interest, restructurings and recapitalizations.
Dennis has been a frequent speaker at seminars in the United States and abroad on issues relating to corporate governance, and mergers and acquisitions. He also has co-authored numerous publications on SEC rules and Delaware corporate law issues. He has been a member of the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania.
Dennis earned his Juris Doctor in 1969 from the Georgetown University Law Center, where he served as Articles Editor of the Georgetown Law Journal. He received his undergraduate degree in economics from the University of Pennsylvania, Wharton School of Finance, in 1966.