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:

  • Hewlett Packard Enterprise in connection with its announced spin-off and merger of its Enterprise Services Business with CSC by means of a Reverse Morris Trust transaction.
  • Marriott International, Inc. in its proposed $12 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:

  • Marriott International, Inc. in its successful defense of a proposed $12 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.

RECENT PUBLICATIONS

Webcast: The Current (and Future) State of Oil and Gas M&A

-January 12, 2018

Recent Developments in UK Public Takeover Regulation – A Brief Summary of Recent Rule Changes and the Landmark Decision in The Panel on Takeovers and Mergers v King

-January 9, 2018

2017 Year-End German Law Update

-January 7, 2018

An Overview of DrillCo Transactions and Select Drafting Considerations

-January 3, 2018

M&A Report – Delaware Chancery Court Decision Underscores the Risks to Buyers When Devising Earn-Outs

-December 19, 2017

M&A Report – Delaware Supreme Court Reaffirms the Importance of Deal Price As an Indicator of Fair Value in Appraisal Actions

-December 18, 2017

10 Tips For Managing Litigation Risk In Sell-Side M&A

-December 13, 2017

MOFCOM Clears Semiconductor Merger with a Two-Year “Hold-Separate” Condition

-December 8, 2017

Webcast: State of the Art: Critical Developments and Trends in M&A

-December 6, 2017

M&A Report – How Representations and Warranties Insurance Is Transforming Risk Allocation in M&A Transactions

-November 27, 2017

M&A Report – Selecting Joint Venture Leaders: Alternative Approaches and Relevant Considerations

-November 21, 2017

A Primer On ‘Locked-Box’ Deals

-November 15, 2017

M&A Report – Two Sides to Working Capital Adjustments

-November 13, 2017

Webcast: Spinning Out of Control: Potential Pitfalls and Liabilities in Spin-Off Transactions

-October 31, 2017

The Virtue of Predictability: Delaware’s Place in M&A Practice

-October 18, 2017

Recent Merger Challenge by California Attorney General Heralds Increased State AG Antitrust Enforcement During Trump Administration

-October 2, 2017

‘Sparton v. O’Neil’: The Effect of Disclaimers on M&A Fraud Claims

-September 27, 2017

UK Public M&A – UK Public Companies Up for Sale: ‘Strategic Reviews’, ‘Auctions’, ‘Formal Sale Processes’ – Does It Matter? New Guidance

-September 6, 2017

EU Merger Control in the Pharmaceutical Sector

-September 1, 2017

Structuring Asset Deals: The “Traditional” Construct versus the “Our Watch, Your Watch” Construct

-August 25, 2017

M&A Report: 2017 Mid-Year Activism Update

-August 15, 2017

French Market Update – July 2017

-July 20, 2017

UK Public M&A – “When Is a Final Offer Not Final?” Part 2

-July 20, 2017

UK Public M&A – Learnings from Some Recent Contested Cases Before the UK Takeover Panel

-July 11, 2017

Bidders Beware …? Recent Developments in the UK Public Takeover Market

-July 6, 2017

M&A Report – PetSmart and SWS Group Are Welcome News for Buyers Facing Appraisal Actions in Delaware

-June 13, 2017

The Narrowing Window for the ‘Merger Tax’ in M&A Stockholder Lawsuits

-June 1, 2017

The Gross-Split Production Sharing Contract: The End of an Era for Indonesia’s Upstream Oil and Gas Industry and Traditional PSC Model

-May 31, 2017

Private M&A Deal Terms: UK vs. US Market

-May 3, 2017

India – Legal and Regulatory Update (May 2017)

-May 1, 2017

Gibson Dunn Co-Hosts Conference on M&A and Corporate Governance with Columbia Law School

-April 21, 2017

M&A Report – Determining the Likely Standard of Review Applicable to Board Decisions in Delaware M&A Transactions (April 2017 Update)

-April 12, 2017

Webcast: Antitrust Merger Clearance: Strategies for Increasing Deal Certainty

-April 4, 2017

M&A Report – Transactions with Non-Conflicted Controlling Stockholders and Obtaining the “Fully Informed, Uncoerced Vote” of Disinterested Stockholders

-March 29, 2017

Webcast: Identifying and Combatting Fraud and Other Misconduct in Transactions and Litigation

-March 16, 2017

M&A Report – Initial Lessons from the Anthem-Cigna M&A Lawsuit

-February 23, 2017

M&A Report – New York and Delaware Part Ways on M&A “Disclosure-Only” Settlements

-February 17, 2017

Antitrust in China – 2016 Year in Review

-February 7, 2017

What Potential M&A Buyers Must Know About R&W Tax Risks

-January 27, 2017

Webcast: Key Legal Issues in Compensation and Benefits in M&A Transactions

-January 26, 2017

India – Legal and Regulatory Update (January 2017)

-January 19, 2017

2016 Year-End German Law Update

-January 13, 2017

M&A Report – 2016 Year-End Activism Update

-January 9, 2017

Proxy Access a’ la Private Ordering? Not So Fast!

-January 1, 2017

Watch out for some big M&A plays in 2017

-December 19, 2016

Webcast: State of the Art: Critical Developments and Trends in M&A

-December 13, 2016

Antitrust in the Trump Administration

-December 6, 2016

Negotiations Are Not About Wanting It All

-December 4, 2016

Gewährleistungsversicherungen beim Unternehmenskauf sind in der Praxis angekommen

-December 2, 2016

Issues and Best Practices in Drafting Drag-Along Provisions

-November 28, 2016

Business Yet to Get a True Fix on Brexit Consequences

-November 22, 2016

Webcast: Addressing the Unique Aspects of Defense Industry M&A

-November 14, 2016

UK Public M&A – When Is a “Final Offer” Not Final?

-November 9, 2016

Horses for Courses Strategy Should Prevail in Deals

-November 3, 2016

SEC Proposes New Universal Proxy Card Rules for Contested Elections

-November 1, 2016

Myanmar’s New Investment Law

-October 27, 2016

Keep a Lookout for the Activist Shareholder

-October 6, 2016

India – Quarterly Legal and Regulatory Update (October 2016)

-October 3, 2016

EU Merger Control in the Pharmaceutical Sector

-August 31, 2016

A UAE Merger Play That Can Set Precedents

-August 22, 2016

Lessons From Del. On Good Faith, Fair Dealing In Earnouts

-August 18, 2016

M&A Report – 2016 Mid-Year Activism Update

-August 16, 2016

A Corporate Paradigm Shift: Public Benefit Corporations

-August 9, 2016

Webcast: M&A with Chinese Characteristics

-July 20, 2016

Indian Government Amends Foreign Direct Investment Policy (July 2016)

-July 1, 2016

Exclusive Q&A on Mergers & Acquisitions with Dr. Markus Nauheim & Dr. Philipp Mangini-Guidano

-July 1, 2016

Getting Through an Acquisition Unscathed

-June 24, 2016

A $3.5b Payout and Nothing to Show for it

-June 3, 2016

Delaware Court of Chancery Awards 28% Price Increase to Stockholders Who Dissented from 2013 Management-Led Buyout of Dell Inc.

-June 3, 2016

Middle East Private Equity – Franchise Business Targets: Out With The New; In With The Old

-May 31, 2016

M&A Report – Reverse Morris Trusts Revisited

-May 31, 2016

2016 Antitrust Merger Enforcement Update and Outlook

-May 24, 2016

India – Legal and Regulatory Update

-May 18, 2016

Do Not Be Afraid Of The French M&A Process

-April 14, 2016

Chancery Court Refuses to Review Binding Third-Party Valuation

-March 16, 2016

Indian Government Amends Merger Control Regulations

-March 15, 2016

2015 Year-End French Law Update

-February 24, 2016

M&A Litigation in Delaware After ‘Trulia’

-February 24, 2016

M&A Report – Determining the Likely Standard of Review Applicable to Board Decisions in Delaware M&A Transactions (February 2016 Update)

-February 8, 2016

M&A Report: 2015 Year-End Activism Update

-February 2, 2016

Private Equity Participation in the Asian Oil & Gas Industry

-January 26, 2016

2015 Year-End German Law Update

-January 8, 2016

2015 Year-End Criminal Antitrust and Competition Law Update

-January 7, 2016

Indian Government Amends Foreign Direct Investment Policy (December 2015)

-December 8, 2015

M&A Report – Depomed Decision Highlights Importance of Careful Monitoring of M&A Non-Disclosure & Use Obligations

-November 20, 2015

Webcast: Critical Developments and Trends in M&A Post-Closing Remedies

-November 18, 2015

The Final Countdown Begins for Hong Kong’s Competition Regime: Time to Comply

-November 3, 2015

Webcast: Hot Off the Grill! Restaurant Industry Deals – Developments in M&A and Capital Markets

-October 28, 2015

Ownership and Control of Indian Insurance Companies with Foreign Investment

-October 22, 2015

Legal Developments in India – 2015 Nine-Month Update

-October 21, 2015

UK Public M&A – Navigating the UK Takeover Regime – Early Stage Considerations & Guidance for International Bidders

-October 20, 2015

Bilateral and Multilateral Investments Treaties: What All Dealmakers Need to Know

-September 25, 2015

M&A Report – Delaware Court of Chancery Signals End to Disclosure-Only Settlements with Full Releases in Delaware

-September 24, 2015

Webcast: Takeovers of UK companies: Mind the Gaps and Traps

-September 22, 2015

Flawed Process Results in Flawed Valuation Determination

-September 16, 2015

The Heat is on: Update on Shareholder Activism in Germany

-September 3, 2015

M&A Report – 2015 Mid-Year Activism Update

-August 10, 2015

French Financial Markets Authority Position-Recommendation on the Disposal and Acquisition of Major Assets by French-Listed Issuers

-July 29, 2015

Delaware Supreme Court Issues Ruling Interpreting Advance Notice Bylaws in Favor of Stockholder Seeking to Propose Business and Nominate Directors

-July 16, 2015

Chancery Court Looks Beyond Deal Price to Determine ‘Fair Value’

-July 15, 2015