Mergers and Acquisitions



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.


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.


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.


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.


Proposed CFIUS Regulations: The U.S. Remains Open for Business … but Read the Fine Print

-September 20, 2019

Jai Pathak Named Among Top Lawyers in Singapore

-September 17, 2019

Les classes de créanciers dans le nouveau droit des procédures collectives : pistes de réflexion.

-September 13, 2019

Gibson Dunn Ranked in Legal 500 Latin America

-September 13, 2019

Gibson Dunn Adds M&A Partner David C. Lee in Orange County

-September 9, 2019

Gibson Dunn Named Among Top Commercial Law Firms in Germany

-September 5, 2019

Gibson Dunn Lawyers Recognized in the Best Lawyers in America® 2020

-August 15, 2019

Gibson Dunn Named Among Top International Firms Active in India

-August 2, 2019

Linda Curtis and Barbara Becker Named IFLR1000 Women Leaders for 2019

-July 24, 2019

WirtschaftsWoche Ranks Gibson Dunn as a Top Law Firm in M&A and Antitrust

-July 24, 2019

Webcast: Vive la Différence? Select Joint Venture Issues in the United States and Europe

-July 15, 2019

UK Take Privates

-July 8, 2019

Best Lawyers in the United Kingdom 2020 Recognizes 11 Gibson Dunn Partners

-July 1, 2019

Best Lawyers in Germany 2020 Recognizes 14 Gibson Dunn Attorneys

-July 1, 2019

Best Lawyers in France 2020 Recognizes 16 Gibson Dunn Attorneys

-July 1, 2019

Gibson Dunn Transactions Named Private Equity Deal of the Year and Consumer, Retail, Food & Beverage Deal of the Year by The Deal

-June 21, 2019

In the Wake of International Protectionism, France Strengthens Its Enforcement Scheme Applicable to Foreign Investments

-May 17, 2019

Webcast: Insuring the Deal: Key Considerations when Utilizing Transactional Insurance

-May 16, 2019

UK Nationalisation – Investment Treaties can offer opportunities to reorganise now to protect valuations

-May 9, 2019

Gibson Dunn Earns 79 Top-Tier Rankings in Chambers USA 2019

-April 25, 2019

CFIUS Developments: Notable Cases and Key Trends

-April 24, 2019

Gibson Dunn Ranked in Legal 500 EMEA 2019

-April 19, 2019

Global Competition Review Recognizes Gibson Dunn for Merger Control Matter of the Year

-March 26, 2019

Gibson Dunn Wins Corporate Team of the Year at the Legal Business Awards

-March 28, 2019

M&A Report – 2018 Year-End Activism Update

-March 25, 2019

China Revamps Laws on Foreign Investments

-March 19, 2019

Gibson Dunn Receives China Business Law Award for Mergers & Acquisitions

-March 11, 2019

Gibson Dunn Ranked in Chambers Europe 2019

-March 8, 2019

EU Regulation on Establishing a Framework for Screening of Foreign Direct Investments into the European Union Has Been Adopted

-March 6, 2019

FTC Publishes Revised Hart-Scott-Rodino Notification Thresholds for 2019

-February 20, 2019

Europe’s Highest Court Finds in Favor of UPS in Merger Review Appeal

-January 30, 2019

Webcast: The Current (and Future) State of Oil and Gas M&A (2019)

-January 28, 2019

Gibson Dunn Ranked in Legal 500 Asia Pacific 2019

-January 18, 2019

M&A Report – A New Twist in the Oxbow Joint Venture Saga: Delaware Supreme Court Rules the Covenant of Good Faith and Fair Dealing Cannot Save the Day

-January 22, 2019

2018 Year-End German Law Update

-January 11, 2019

Barbara Becker Named to The Deal’s Powerhouse 20

-December 20, 2018

Webcast: CFIUS Reform: Implications for Private Equity Investments

-December 20, 2018

Getting a Take Private Off the Ground in the UK

-December 18, 2018

Webcast: State of the Art: Critical Developments and Trends in M&A (2018)

-December 13, 2018

The Hollywood Reporter Names Sean Griffiths Among Hollywood’s Top Dealmakers

-December 5, 2018

Gibson Dunn Ranked in 2019 Chambers Asia Pacific

-November 29, 2018

Asian Legal Business Names Gibson Dunn Transaction as Deal of the Year Twice

-November 27, 2018

Gibson Dunn Ranked in the 2019 UK Legal 500

-November 21, 2018

Gibson Dunn Transaction Named M&A Deal of the Year by D CEO

-November 10, 2018

Assistant Attorney General Makan Delrahim and FTC Chairman Joe Simons Testify on Antitrust Enforcement Before Senate Subcommittee on Antitrust

-November 6, 2018

U.S. News – Best Lawyers® Awards Gibson Dunn 132 Top-Tier Rankings

-November 2, 2018

Webcast: Spinning Out and Splitting Off – Navigating Complex Challenges in Corporate Separations

-October 31, 2018

IRS Provides Much Needed Guidance on Opportunity Zones through Issuance of Proposed Regulations

-October 22, 2018

M&A Report – Flood v. Synutra Refines “Ab Initio” Requirement for Business Judgment Review of Controller Transactions

-October 15, 2018

Financing Arrangements and Documentation: Considerations Ahead of Brexit

-October 11, 2018

M&A Report – 2018 Mid-Year Activism Update

-October 3, 2018

M&A Report – Fresenius Marks a Watershed Development in the Analysis of “Material Adverse Effect” Clauses

-October 2, 2018

DOJ Antitrust Head Signals Move to Shorter, Less Burdensome Merger Review

-October 1, 2018

Are Sellers Locking Up Value by Using Locked Box Accounts?

-September 24, 2018

CFIUS Reform: Our Analysis

-August 14, 2018

Webcast: Strategies Regarding Corporate Veil Piercing and Alter Ego Doctrine

-July 31, 2018

Who’s Who Legal Recognizes 24 Gibson Dunn Attorneys

-July 10, 2018

Justin Stolte Recognized by American City Business Journals

-July 2, 2018

India – Legal and Regulatory Update (June 2018)

-June 28, 2018

The New Roadblock To Cross-border M&A In An Ever-more Globalized World

-June 6, 2018

Linda Curtis and Barbara Becker Named IFLR1000 Women Leaders

-June 12, 2018

Houston Business Journal Names Justin Stolte to its 40 under 40

-June 5, 2018

Gibson Dunn Strengthens Private Equity and M&A Practices With Four Corporate Partners

-May 17, 2018

Webcast: FCPA M&A: Identifying and Mitigating Anti-Corruption Risk In Cross-Border Transactions

-May 11, 2018

5 Factors Driving Private Equity In Asia

-April 23, 2018

M&A Report – AOL and Aruba Networks Continue Trend of Delaware Courts Deferring to Deal Price in Appraisal Actions

-April 5, 2018

Dell, DFC Global and the Changing Landscape of Appraisal Actions

-February 26, 2018

Webcast: Shareholder Engagement & Activism – Preparing for the 2018 Proxy Season

-March 2, 2018

M&A Report – To Form an Entity or Not to Form an Entity, That Is the Question; Deciding Between an Entity Joint Venture and a Contractual Strategic Alliance

-March 1, 2018

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

-February 7, 2018

M&A Report – 2017 Year-End Activism Update

-January 29, 2018

Webcast: The Current (and Future) State of Oil and Gas M&A (2018)

-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 (2017)

-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

EU Merger Control in the Pharmaceutical Sector

-September 1, 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

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