Mergers and Acquisitions

LEADERS

Overview

Gibson, Dunn & Crutcher’s Mergers and Acquisitions Practice Group is an international leader in mergers, acquisitions, divestitures, spin-offs, proxy contests and joint ventures.  Rankings produced by third-party publications regularly list Gibson Dunn as one of the world’s pre-eminent M&A firms.  Chambers USA, which consistently lists Gibson Dunn as among “The Elite” nationwide for corporate/M&A, has noted that the firm is frequently enlisted on some of the most significant transactions in the market.”  Our lawyers deliver sophisticated judgment, technical excellence, creative solutions, and vast market knowledge to each transaction entrusted to us.

Our M&A clients include public and private companies, ranging from Fortune 100 and multinational corporations to smaller companies; private equity firms; boards of directors and special committees; selling shareholders; management teams; and financial advisors.  Clients also regularly enlist Gibson Dunn to provide advice regarding takeover preparedness and the implementation of defensive measures.  Our Hostile M&A and Shareholder Activism practices are some of the most well-respected in the world.

We offer excellent, seamless service across the full spectrum of disciplines required to execute multifaceted transactions successfully, including tax, antitrust and competition, acquisition financing, capital markets, executive compensation and employee benefits, litigation, intellectual property, environmental, and regulatory.

Our lawyers always seek to understand our clients’ business and industry, and we bring to each engagement a tailored approach based on the client’s goals and challenges.  Chambers USA has noted our business acumen and commercial sensitivity in quoting one interviewee who described Gibson Dunn’s M&A team as “highly skilled practitioners at the top of their profession.  They’re knowledgeable about the market and can offer practical advice while providing the technical expertise needed to navigate issues.”  Our knowledge of industry-specific issues stems from our deep experience in every major industry.

Our M&A capabilities are worldwide.  Gibson Dunn’s combination of U.S.-based lawyers and network of offices in financial centers abroad allows us to handle the most complex cross-border deals effectively and efficiently.  Our lawyers are accustomed to serving clients from around the world, and all of our lawyers, regardless of location, share our approach to delivery of the highest quality of service to our clients.

Experience

Recent representations include:

  • CalAtlantic Group in its $9.3 billion merger with Lennar Corp.
  • St. Jude Medical, Inc. in its $30.7 billion acquisition by Abbott Laboratories.
  • Atwood Oceanics in its $1.8 billion acquisition by London-based Ensco.
  • Hewlett Packard Enterprise in connection with its spin-off and merger of its Enterprise Services Business with CSC by means of a Reverse Morris Trust transaction.
  • Marriott International, Inc. in its $13.6 billion acquisition of Starwood Hotels & Resorts Worldwide.
  • Depomed, Inc. in its successful defense against a $3.3 billion unsolicited takeover offer from Horizon Pharma, including a related proxy contest and litigation.
  • Towers Watson in connection with its $18 billion merger with Willis Group.
  • The Williams Companies in its $50 billion merger with Access Midstream Partners, which owns and operates natural gas midstream assets across nine states.
  • MetroPCS in its $32 billion combination with a U.S. mobile phone carrier.
  • MidAmerican Energy Holdings Company (now known as Berkshire Hathaway Energy) in its acquisition of publicly traded NV Energy, Inc. for $10.5 billion.
  • Vivendi S.A. in the $8.2 billion sale of its 85% interest in Activision Blizzard, a video game developer, to Activision Blizzard and a consortium of executives and investors.
  • AECOM Technology Corporation in its $6 billion acquisition of URS Corporation, a provider of engineering, construction and technical services for public agencies and private sector companies around the world.
  • The Ryland Group, Inc. in its $5.2 billion merger of equals with Standard Pacific Corporation, a developer and builder of residential communities.
  • Tenet Healthcare Corporation in its $4.3 billion acquisition of Vanguard Health Systems, an operator of acute care and specialty hospitals.

EXPERIENCE & RECENT REPRESENTATIONS

Gibson Dunn is a recognized leader in representing takeover targets and acquiring companies in contests for corporate control.  Our takeover and defense practice, one of the most experienced and well-respected in the world, integrates members of our Mergers and Acquisitions, Litigation, and Securities Regulation and Corporate Governance Practice Groups and brings an aggressive, creative and multidisciplinary approach to these complex legal and business challenges.

From our victory in the 1985 landmark Unocal Corp. v. Mesa Petroleum case to more recent successful defenses against multibillion-dollar hostile bids launched against our clients Depomed, Inc., Tenet Healthcare and Transatlantic Holdings, we repeatedly achieve major victories for our clients under the most difficult circumstances.  Our takeover specialists are known for their ability to guide clients through the complexities of a hostile M&A transaction, including investor and media relations.  Please see as well our Shareholder Activism Practice.

We also work with boards of directors and executive committees to periodically review trends and best practices in the takeover area, and advise our corporate clients on a regular basis on an array of antitakeover matters.

Experience

Recent representations include:

  • Euronet Worldwide in its $1.2 billion unsolicited offer to acquire money-transfer company MoneyGram.
  • D.R. Horton in its successful interloper bid to acquire control of Forestar Group.
  • Marriott International, Inc. in its successful defense of a proposed $13.6 billion acquisition of Starwood Hotels & Resorts Worldwide against an interloper bid from a consortium led by China’s Anbang Insurance Group.
  • The Williams Companies in connection with its response to a $49 billion unsolicited takeover offer from Energy Transfer LP.
  • The Related Companies and Corvex Management in their investment in CommonWealth REIT, including their successful consent solicitation to remove and replace the entire Board of Trustees of CommonWealth, and related litigation.
  • Kindred Healthcare, Inc. as special counsel in its $1.8 billion unsolicited bid to acquire Gentiva Health Services.
  • Emulex Corporation in its successful defense against an attempted hostile takeover by Broadcom Corporation.
  • Transatlantic Holdings, a leading international reinsurance company, in its successful defense against a $3.3 billion unsolicited exchange offer and consent solicitation from Validus Holdings.
  • Tenet Healthcare in its successful defense against a $7.9 billion unsolicited takeover offer from Community Health Systems.
  • Kraft Foods in its successful $21.4 billion unsolicited bid to acquire Cadbury.
  • The Williams Companies in its $5.5 billion unsolicited offer to acquire Southern Union Company.

Gibson Dunn has significant experience working with special purpose acquisition companies (SPACs) and their sponsors through every aspect of a SPAC’s lifecycle, including navigating the unique challenges that may arise in connection with the SPAC M&A process.  Our experience includes:

  • Formation of the SPAC and sponsor vehicle
  • IPOs
  • Pre-business combination SEC reporting
  • Business combination and the de-SPACing process:
    • M&A process
    • SEC process
    • Financing of the business combination (PIPEs and other business combination-related equity finance, as well as acquisition debt finance)
  • Post-business combination public company compliance and governance

In addition, we have significant experience representing sell-side targets, working with financial advisors and representing PIPE investors in connection with SPAC business combinations.

We draw on experience across the firm’s practice areas to provide these services, including among others Private Equity, Capital Markets, Securities Regulation and Corporate Governance, Tax, and Executive Compensation and Employee Benefits.

Experience

Recent representations include:

  • F45 Training Holdings Inc., a fitness training franchisor, in its proposed $746.7 million sale to Crescent Acquisition Corporation to create a publicly traded global fitness training and lifestyle brand.
  • Vertiv Group Corp., a provider of infrastructure and continuity solutions and a portfolio company of Platinum Equity, in its sale to GS Acquisition Holdings. Vertiv had a $5.3 billion enterprise value at closing.
  • Trinity Merger Corp., formed by an affiliate of Trinity Real Estate Investments, in its $345 million initial public offering, and in its combination with the Broadmark real estate lending companies and management companies, to create an internally managed mortgage REIT with a value at closing of $1.5 billion.
  • Verra Mobility, a portfolio company of Platinum Equity and a leading provider of smart mobility technology solutions and services throughout the United States, in its merger with Gores Holdings II, Inc., a special purpose acquisition company sponsored by an affiliate of The Gores Group, LLC. Verra Mobility had a $2.4 billion enterprise value at closing.
  • EnerVest Ltd., which acquires, develops and operates oil and gas fields in 14 U.S. states on behalf of its investors, in the sale of its Eagleford and Austin Chalk oil and gas assets to TPG Pace Energy Holdings Corp. for approximately $2.66 billion.
  • S. TelePacific Holdings Corp. (dba TPx Communications), a provider of unified communications/managed IT services and an Investcorp portfolio company, in its $343 million sale to Pensare Acquisition Corporation.
  • Underwriters to J2 Acquisition Ltd, a British Virgin Islands SPAC founded by former executives of U.S. consumer products firm Jarden, in its $1.21 billion initial public offering.
  • Underwriters to Ocelot Partners Limited, a British Virgin Islands-domiciled SPAC founded by LionTree Partners, in its $425 million initial public offering. Focused on European tech acquisition, Ocelot Partners acquired Ocean Outdoors, an out-of-home advertising specialist, and was renamed Ocean Outdoor Ltd.

RECENT PUBLICATIONS

Delaware Court of Chancery Opines on the Meaning of “Commercially Reasonable Efforts” in a Pharmaceutical Earn-Out Provision

-May 9, 2024

UK Public Company Takeovers Regime: Proposed Changes to Companies in Scope – What UK Companies, Their Shareholders & Bidders Need to Know

-May 8, 2024

Important Updates on Spin-Offs and Debt Exchanges: Revenue Procedure 2024-24 and Notice 2024-38

-May 6, 2024

D CEO Magazine named Robert Little as Dealmaker of the Year

-May 3, 2024

Webcast: Unlocking Value – The What, Why and How of Spin-Offs

-May 1, 2024

Webcast: Joint Ventures – Hot Topics 2024

-April 25, 2024

Best Lawyers in Singapore 2025 Recognizes Seven Gibson Dunn Lawyers

-April 18, 2024

Gibson Dunn Advises I Squared Capital on Combination of North American Operations of Two of its Portfolio Companies

-April 18, 2024

Gibson Dunn Advised Ardian in Partnership with Indigo Group to Form New Canadian Joint Venture to Invest in Parking Assets

-April 8, 2024

Webcast: M&A Insight: A.I. Issues, Climate Change Disclosures & Warranty Insurance

-March 28, 2024

Gibson Dunn Ranked in Legal 500 EMEA 2024

-March 27, 2024

Ryan Murr and Saee Muzumdar Named Among 2023 Top Ten Mid Cap M&A Lawyers in North America

-March 18, 2024

Gibson Dunn Advises ArcelorMittal on its €955 million Acquisition of Stake in Vallourec

-March 14, 2024

Gibson Dunn Ranked in Chambers Europe 2024

-March 14, 2024

India Business Law Journal Names Gibson Dunn Transaction Among Its 2023 Deals of the Year

-March 13, 2024

Top Intellectual Property Issues to Think About in M&A Deals

-March 13, 2024

M&A in Germany 2024 – Relevant legal changes, an Outlook

-March 12, 2024

Behind The ‘CVR Spin’ Method Of Unlocking Assets In M&A

-March 11, 2024

The Legal 500 2024 M&A Powerlist Recognizes Four Gibson Dunn Partners

-March 6, 2024

Delaware Court of Chancery Invalidates Consent Rights and Certain Designation-Related Rights in a Stockholder Agreement

-February 28, 2024

Revised Market Definition Notice Gives European Commission Increased Flexibility in Competition Assessments

-February 23, 2024

Webcast: M&A Hot Topics 2024

-February 8, 2024

SEC Adopts Final Rules to Align SPACs More Closely with IPOs

-February 2, 2024

Candice Choh and Marcellus McRae Named Among Los Angeles’ 2024 Leaders of Influence: Minority Attorneys

-January 26, 2024

Who’s Who Legal Germany 2024 Recognizes Six Gibson Dunn Partners

-January 26, 2024

FTC Publishes Revised Hart-Scott-Rodino Notification Thresholds for 2024

-January 24, 2024

An Analysis of IQVIA/Propel Media and Its Potential Effect on Merger Enforcement

-January 23, 2024

Gibson Dunn Ranked in 2024 Chambers Greater China Region Guide

-January 18, 2024

Gibson Dunn Ranked in The Legal 500 Asia Pacific 2024

-January 17, 2024

Top Labor and Employee Benefits Issues to Think About in M&A Deals

-January 17, 2024

Lawdragon Names 22 Partners Among its 2024 500 Leading Lawyers in America and Hall of Fame Honorees

-January 12, 2024

PFI Names Gigapower, a Joint Venture between AT&T and BlackRock, as 2023 Americas Digital Deal of the Year

-January 11, 2024

Termination of Adobe / Figma Merger

-December 27, 2023

U.S. Antitrust Agencies Release Revised 2023 Merger Guidelines Designed to Increase Scrutiny of Deals

-December 21, 2023

Gibson Dunn Ranked in 2024 Chambers Asia-Pacific

-December 14, 2023

Gibson Dunn Represented PT Asianet Media Teknologi in Joint Acquisition with Indosat Ooredoo Hutchison of PT MNC Kabel Mediacom

-December 7, 2023

Webcast: M&A Insights – How to Use CVRs to Bridge Valuation Gaps, DOJ Self-Disclosure Guidelines for M&A, and Shareholder Activism Update

-December 6, 2023

Top Data Privacy and Cybersecurity Issues to Think About in M&A Deals

-November 14, 2023

Who’s Who Legal Recognizes 42 Gibson Dunn Partners in its 2024 Thought Leaders USA Guide

-November 13, 2023

M&A Report – Delaware Court of Chancery Narrows Enforceability of Con Ed Provision

-November 8, 2023

Gibson Dunn Named Among Top Law Firms in Germany 2023/2024

-November 3, 2023

Best Law Firms® Names Gibson Dunn “Law Firm of the Year” for 2024 in Appellate Practice and in Mergers and Acquisitions Law

-November 2, 2023

Leading German Legal Publication JUVE Recommends Gibson Dunn Germany in its Annual Handbook 2023/2024

-October 27, 2023

Twenty-eight Partners Named Among the 2024 Lawdragon 500 Leading Dealmakers in America

-October 24, 2023

SEC Adopts Significant Amendments to Beneficial Ownership Reporting Requirements and Provides Guidance on Derivatives Reporting and Group Formation Matters

-October 13, 2023

Webcast: M&A Insights – Buyer Liability for Sell-Side Breaches of Fiduciary Duty, the Impact of the Proposed Hart-Scott-Rodino Rule Changes, and Identifying Asset Sales that Require Stockholder Approval

-October 3, 2023

Tech M&A Due Diligence Checklist: Sector-Specific Concerns

-October 3, 2023

Law360 Names Eight Gibson Dunn Partners as 2023 MVPs

-October 2, 2023

Gibson Dunn Advises John Laing on Acquisition of UK Portfolio from HICL Infrastructure PLC

-September 28, 2023

FTC Challenges Roll-Up Strategy as Illegal Monopolization

-September 27, 2023

Tech M&A Due Diligence Checklist: Critical IP Areas Of Inquiry

-September 26, 2023

Gibson Dunn Named Among 2023 Top Commercial Law Firms in Germany

-September 22, 2023

Gibson Dunn Advises Zensho Holdings Co., Ltd. on its $621 Million Acquisition of The Snowfox Group

-September 20, 2023

Gibson Dunn Ranked in ALB’s M&A Rankings 2023

-September 12, 2023

Jai Pathak Named Cross Border Lawyer of the Year By Legal Era

-September 5, 2023

M&A Report – Annual Activism Update – 2022

-August 21, 2023

Private Equity Firm Relinquishes Board Rights, Dissolves Joint Venture After FTC Raises Antitrust Concerns

-August 18, 2023

11 Gibson Dunn Lawyers Named Lawyers of the Year for 2024

-August 17, 2023

With Biden Executive Order, a U.S. Outbound Investment Control Regime Takes an Important Step Forward – Focused on China, but Significant Steps Remain Before Implementation

-August 14, 2023

CFIUS Annual Report for CY 2022: Top Takeaways

-August 9, 2023

Webcast: Discussion of FTC’s Proposed Changes to Hart-Scott-Rodino (HSR) Premerger Notification Form

-August 3, 2023

Delaware Chancellor Raises the Standard for Pricing Mootness Fees for Supplemental Disclosures

-August 2, 2023

European Court of Justice Strengthens the European Commission’s Hand in Merger Control

-August 2, 2023

Saee Muzumdar Named to Bloomberg Law 2023 They’ve Got Next: The 40 Under 40

-July 27, 2023

U.S. Antitrust Agencies Release Updated Merger Guidelines

-July 20, 2023

Gibson Dunn Advises Berkshire Hathaway Energy on Purchase of Dominion Energy Limited Partnership Stake in Cove Point LNG

-July 11, 2023

India Business Law Journal Names Jai Pathak to 2022-23 International A-List

-July 11, 2023

Gibson Dunn Advises Murphy Oil on Negotiation of Production Sharing Contracts for Five Blocks Offshore Côte d’Ivoire

-July 10, 2023

Sixteen Gibson Dunn Attorneys named in the 2023 Lawdragon 500 X – The Next Generation Guide

-July 7, 2023

Why Int’l Investors Should Keep An Eye On German M&A Regs

-June 29, 2023

FTC Proposes Dramatic Expansion and Revision of HSR Merger Notification Form

-June 29, 2023

Best Lawyers in France 2024 Recognizes 17 Gibson Dunn Attorneys

-June 28, 2023

Webcast: M&A Insights: Current Trends in Leveraged Acquisition Finance, Lessons from the Mindbody Decision, and Officer Fiduciary Duties in M&A

-June 28, 2023

Gibson Dunn Advises Otro Capital and its Partner RedBird Capital in Their Investment in Alpine Racing Ltd.

-June 26, 2023

Who’s Who Legal 2023 Recognizes Nine Gibson Dunn Partners in M&A and Governance

-June 23, 2023

Crain’s Names Mylan Denerstein and Saee Muzumdar Among 2023 Notable Women in Law

-June 20, 2023

Best Lawyers in Germany 2024 Recognizes 24 Gibson Dunn Attorneys

-June 16, 2023

Gibson Dunn Advises Patterson-UTI Energy on its $5.4 Billion Merger with NexTier Oilfield Solutions

-June 15, 2023

M&A Report: Top Technology Sector-Specific Legal Diligence Concerns in Acquisitions

-June 8, 2023

Best Lawyers in the United Kingdom 2024 Recognizes 21 Gibson Dunn Attorneys

-June 8, 2023

Gibson Dunn Named Among Top Commercial Law Firms in Germany 2023

-May 12, 2023

German Corporate Law Update – 2023

-May 8, 2023

M&A Report: Delaware Court of Chancery Declines to Enforce a Covenant Not to Sue Upon Exercise of a Drag-Along Right for Public Policy Reasons

-May 8, 2023

Best Lawyers in Singapore 2024 Recognizes Six Gibson Dunn Partners

-April 20, 2023

Candice Choh and Perlette Jura Named Among Los Angeles’ 2023 Most Influential Women Attorneys

-April 17, 2023

Gibson Dunn Ranked in Legal 500 EMEA 2023

-April 13, 2023

M&A Report – Takeaways from Mindbody Stockholder Litigation

-April 10, 2023

U.S. Department of Justice and Federal Trade Commission Host Second Annual Antitrust Enforcers Summit

-April 5, 2023

AnnElyse Gains and Saee Muzumdar Named Among Top Women in Dealmaking 2023

-March 31, 2023

Gibson Dunn Ranked in Chambers Europe 2023

-March 16, 2023

Webcast: CFIUS and German FDI Review – A Comparative Discussion and Focus on Practical Implications

-March 15, 2023

Gibson Dunn Advises on the Listing of ADNOC Gas in Abu Dhabi’s Largest-Ever IPO and the Largest IPO Globally to Date in 2023

-March 13, 2023

Webcast: M&A Insights – Cross-Border Transactions, Attorney-Client Privilege and Covenants Not to Compete

-March 8, 2023

Deutsches Gesellschaftsrecht 2023: Ein turbulentes Jahr

-February 23, 2023

Gibson Dunn Ranked in The Legal 500 Deutschland 2023

-February 16, 2023

Two Gibson Dunn Deals Selected as China Business Law Journal’s 2022 Deals of the Year

-February 10, 2023

Three Gibson Dunn Deals Named Among Top Texas M&A Deals 2022

-January 19, 2023

Who’s Who Legal Germany 2023 Recognizes Three Gibson Dunn Partners

-January 18, 2023

Lawdragon Names 19 Partners Among its 2023 500 Leading Lawyers in America and Hall of Fame Honorees

-January 17, 2023

Who’s Who Legal Recognizes 39 Gibson Dunn Partners in its Inaugural Thought Leaders USA Guide

-January 9, 2023

Major Middle East Expansion for Gibson Dunn as it Opens Abu Dhabi Office and Hires Seven-Lawyer Team

-January 6, 2023

Gibson Dunn Ranked in 2023 Chambers Asia-Pacific

-December 15, 2022

Webcast: M&A Insights: Representation and Warranty Insurance Trends, Efforts Standards, and Managing Cybersecurity and Privacy Risks in M&A

-December 1, 2022

Gibson Dunn Promotes 37 Lawyers to Partnership

-November 15, 2022

FTC Announces Broader Vision of Its Section 5 Authority to Address Unfair Methods of Competition

-November 14, 2022

Gibson Dunn Expands in the Middle East with Addition of Corporate Partner Marwan Elaraby

-October 24, 2022

Euromoney’s Rising Star Awards 2022 Recognizes 16 Gibson Dunn Partners

-October 12, 2022

Gibson Dunn Named Among Top Law Firms in Germany 2022/2023

-October 7, 2022