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Arnold & Porter

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Andrew Varner

Arnold & Porter


United States: M&A/corporate and commercial

Corporate governance

Within: Corporate governance

Arnold & Porter handles a range of special committee representations and high-level issues relating to disclosures requirements and directors’ duties. Michael L. Bernstein’s work spans D&O insurance litigation defense and he recently defended the former CEO of Essar Steel Minnesota in Delaware litigation following the company’s bankruptcy; he is also representing private equity house American Capital and several of its directors in a case brought by the trustees in the bankruptcy of a failed portfolio company. Litigation partner John Massaro handles claimant cases against boards. The firm has a presence in the nonprofit governance space - James Joseph advised Wounded Warrior Project on a governance project running alongside a restructuring, amid allegations of administrative overspending. Andrew Varner represents companies subject to shareholder campaigns. The aforementioned lawyers are located in Washington DC, however Nicholas O’Keefe in Silicon Valley also handles shareholder activism matters.

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M&A: middle-market (sub-$500m)

Within: M&A: middle-market (sub-$500m)

Arnold & Porter is recommended for domestic and cross-border transactions, life sciences M&A and advice to private equity firms, and the team regularly works closely with the firm’s highly rated regulatory practices. The practice advised a special committee of the board of directors of American Realty Capital - Retail Centers of America on its merger agreement with American Finance Trust; and acted for longstanding private equity client American Securities in its acquisition of Mortgage Contracting Services, a national provider of outsourced solutions for mortgage services. Other key work included advising the parent company of longstanding client Cain Brothers & Company (CBC), a boutique healthcare-focused investment banking firm, on the sale of CBC to KeyBanc Capital Markets; assisting Carestream Health, an independent subsidiary of Canada’s Onex Corporation, with the sale of its digital dental imaging business to funds managed by Clayton, Dubilier & Rice and CareCapital Advisors; and acting for private equity group EQT Mid Market US in its acquisition of Dorner Holding Corporation from Incline Equity Partners. San Francisco-based Edward Deibert, whose sector experience includes financial services, semiconductors, technology, consumer products and hospitality, and New York’s Derek Stoldt head the M&A practice; and the co-corporate and finance group chairs are New York-based Emanuel Cherney, who assists private equity firms and other buyers and sellers of public and private companies, and Washington DC’s Kevin Lavin, who is experienced in the government contracting and IT sectors. New York’s Stephen Koval and Washington DC-based Andrew Varner co-head the private equity practice; other key advisers include Steven Kaplan and Matthew Owens in Washington DC; and New York-based financial institutions M&A head Robert Azarow. Ronald Levine II, who has longstanding experience in corporate finance, private equity and M&A transactions, was hired in Denver from Davis Graham & Stubbs LLP, while Joshua Berick joined Jones Day; and Hans Dyke moved to Bracewell LLP.

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Private equity buyouts

Within: Private equity buyouts

Arnold & Porter is noted for healthcare and life sciences deals and brings leading expertise in Food and Drug Administration (FDA) and CFIUS issues. The firm primarily operates in the middle market, though on occasion stretches into the large-cap space. ACAS (formerly American Capital) and Onex are key clients, as are DC Capital Partners, EQT Partners, Halifax Capital Partners, JW Childs and NexPhase Capital. The firm recently advised American Securities on its acquisition of Mortgage Contracting Services. New York-based Emanuel Cherney and Stephen Koval, and Washington DC partner Andrew Varner are key names.

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Legal Developments by:
Arnold & Porter

  • The role of arbitrators in EU antitrust law

    In May 2014, it will be ten years since Regulation No 1/2003 entered into force. When the legislator of the European Union adopted this Regulation on 16 December 2002, its main objective was to decentralise the enforcement of the two main provisions of EU antitrust law, Articles 81 and 82 of the Treaty establishing the European Community (now Articles 101 and 102 of the Treaty on the Functioning of the European Union (TFEU)). Where do the arbitrators fit in this picture?

    - Arnold & Porter (UK) LLP

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