Industries
Public Companies
From transformative acquisitions to multi-billion-dollar financings, significant transactions require both legal insight and precise coordination. Gibson Dunn delivers seamless support and practical, actionable guidance for public companies and their boards.
Overview
The Public Companies Industry Group (PCIG) brings together our Chambers-ranked corporate practices, subject-matter specialists, and powerhouse litigation teams to deliver seamless support and unmatched guidance for public company clients.
Leveraging the deep expertise of our Securities Regulation & Corporate Governance, M&A, Capital Markets, Finance, and Litigation teams, Gibson Dunn’s PCIG is uniquely positioned to provide comprehensive legal services to public companies, helping them navigate complex transactions as well as regulatory and governance challenges.
Our PCIG is supported by a robust team of specialists from our nationally recognized Tax, Derivatives, Regulatory, Antitrust, Executive Compensation and Employee Benefits, and Cybersecurity Practice Groups. This deep bench of expertise allows us to navigate complex deal structures and evolving regulatory landscapes with precision and agility. Complementing this is our team of industry specialists, which include lawyers with focused experience in ESG, Oil & Gas, Financial Institutions (FIG), Healthcare, Transportation, Technology, Media & Telecommunications (TMT), Media & Entertainment, Consumer Retail, Life Sciences, Government Contracts, and others.
We collaborate seamlessly to deliver strategic, industry informed solutions that help our Public Company clients achieve their business objectives on an ongoing basis and across every stage of the transaction lifecycle. Gibson Dunn’s PCIG takes a unified approach, working closely with public companies to ensure their interests are not only protected, but advanced.
Experience
- Advance Auto Parts, Inc.: Advised Advance Auto Parts, Inc. on its $1.0 billion asset-based loan revolving credit facility.
- Arthur J. Gallagher & Co.: Advised Arthur J. Gallagher & Co on the acquisition financing of AssuredPartners, one of the largest brokerage acquisitions in the insurance industry. The transaction included a $5 billion senior note offering and $9.75 billion underwritten public offering of common stock.
- AT&T: Advised AT&T on the $7.6 billion sale of AT&T’s remaining 70% stake in DIRECTV to TPG and on its $5.75 billion acquisition of substantially all of Lumen’s Mass Markets fiber business.
- CACI International Inc.: Advised CACI International Inc. on its $1.3 billion acquisition of Azure Summit Technology, its $3.2 billion senior secured credit facility and, most recently, on a $1.0 billion offering of 6.375% senior notes due 2033.
- GE Aerospace: Advised GE Aerospace on its offering of $1 billion aggregate principal amount of 4.300% notes due 2030 and $1 billion aggregate principal amount of 4.900% notes due 2036.
- Ford Motor Credit Company: Advised Ford Motor Credit Company’s public offering of €1 billion aggregate principal amount of its 3.622% fixed rate Euro notes due 2028.
- Fortune 100 and Fortune 500 companies: Advised many of the Fortune 100 and Fortune 500 companies on a broad range of disclosure, regulatory, compensation, corporate governance, board and shareholder matters across all industries.
- Marriott International: Advised Marriott International on multiple transactions, including its acquisition of Starwood Hotels & Resorts Worldwide, the spin-off of its vacation ownership business, and several billion dollars in registered notes offerings.
- PepsiCo: Advised PepsiCo on its $3.3 billion sale of Tropicana, Naked and other juice brands to French private equity firm PAI Partners.
- Pioneer Natural Resources: Advised Pioneer Natural Resources on its $64.5 billion merger with ExxonMobil, an international energy and petrochemical company, creating a leading high-quality, undeveloped U.S. unconventional inventory position.
- The Williams Companies: Advised The Williams Companies on its $50 billion merger of Williams Partners L.P. with Access Midstream Partners, L.P.
- VMware: Advised VMware on its ~$89 billion acquisition by Broadcom Inc. of all outstanding shares of VMware.
- Welltower: Advised Welltower on the sale of its existing partner’s joint venture interests in 147 skilled nursing facilities to a new partner, with a new joint venture agreement, master lease, and restructuring of existing partner’s joint venture and master lease for 58 assisted living facilities.
- Xylem: Advised Xylem on its $7.5 billion acquisition of Evoqua, a mission-critical water treatment solutions and services provider.
- Abbott Labs: Secured a defense victory for Abbott Labs in a significant age discrimination jury trial in federal court in New Jersey, with the jury returning a defense verdict after just 30 minutes.
- AMC Networks: Secured a sweeping bench trial victory for AMC in a high-stakes lawsuit where the executive producers of The Walking Dead sought hundreds of millions in alleged unpaid profits under their “profits participation” contracts. In a case with significant industry-wide implications, Gibson Dunn demonstrated that the plaintiffs’ efforts to retroactively rewrite their contracts would disrupt the industry standard, leading the court to rule in AMC’s favor on every issue presented at trial and rejecting plaintiffs’ interpretation of their contracts.
- Apple: Secured a historic win for Apple, defeating antitrust attacks from Epic Games relating to Apple’s App Store and business model. Following a three-week bench trial described in the press as “the Super Bowl of Antitrust,” the court ruled in Apple’s favor on all antitrust claims. Affirmed on appeal in April 2023 by the Ninth Circuit Court of Appeals.
- AT&T: Successfully represented AT&T as antitrust trial counsel, in the defeat of the high-profile lawsuit filed by the U.S. Department of Justice’s Antitrust Division to block AT&T’s proposed $106 billion acquisition of Time Warner, Inc. Following a six-week trial, dubbed the “antitrust trial of the century” by The Wall Street Journal, the U.S. District Court for the District of Columbia ruled that AT&T could proceed with the acquisition without conditions, crediting arguments developed and advanced by Gibson Dunn and co-counsel to reject the government’s economic theories of harm. The court went further and concluded that the merger would be pro-competitive. The decisive win marked a historic defeat for the DOJ, which had not lost a merger challenge in decades.
- Delta Air Lines: Defending Delta in a novel mass tort action alleging that airborne emissions associated with flight operations have caused personal injuries and property damages to a class of individuals living within five miles of the Seattle airport.
- Marathon Petroleum: Led the negotiation of a settlement resolving an enforcement action against Marathon Petroleum’s predecessor, enabling the transformation of the Martinez Refinery into a renewable fuels plant, with the Western District of Texas approving the settlement, and also previously negotiated a consent decree covering company-wide refining operations.
- Merck & Co.: Represented Merck in a significant victory when the Fourth Circuit vacated and remanded the district court’s certification of a class of 35 large and sophisticated drug wholesalers on numerosity grounds, clarifying that class actions are the exception and that plaintiffs must prove the impracticability of joinder through actual evidence, not merely the risk of multiple lawsuits.
- Uber Technologies: Secured a favorable settlement for Uber after a three-week bench trial in Massachusetts brought by the Attorney General over the misclassification of drivers as independent contractors. The case focused on Massachusetts’ ABC test, and Gibson Dunn effectively countered the Commonwealth’s claims by highlighting weaknesses in their arguments and proving drivers had flexibility and autonomy. The settlement resulted in Uber agreeing to commitments for drivers similar to those established by California’s Prop 22, marking a significant victory for the company.
- VMware, Dell: Obtained an unprecedented directed verdict of no infringement for VMware and Dell in a $435 million dollar patent infringement suit in the Western District of Texas. At the conclusion of the plaintiff’s case in chief, defendants moved for a directed verdict of no infringement, which Judge Albright granted, the first time Judge Albright has done so in a patent case since taking the bench.
Practice Leaders
Mergers and Acquisitions
Securities Regulation and Corporate Governance
Capital Markets
Finance
Litigation
Executive Compensation and Employee Benefits
Tax
News & Insights
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Firm News
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Firm News
Gibson Dunn Represented Houlihan Lokey, Financial Advisor to Vital Energy in Vital’s $3.1 Billion Merger with Crescent Energy