Wachtell, Lipton, Rosen & Katz > New York, United States > Firm Profile

Wachtell, Lipton, Rosen & Katz
51 WEST 52ND STREET
NEW YORK, NY 10019
NEW YORK
United States

Dispute resolution > M&A litigation: defense Tier 1

Often retained for exceptionally complex M&A-related disputes, Wachtell, Lipton, Rosen & Katz is adept at defending clients facing both shareholder-led and regulatory lawsuits tied to pre- and post-merger issues, including alleged breaches of fiduciary duties by directors and officers and busted deals. William Savitt is tasked by both corporations and individual directors with representing them in class actions, governance-related suits and proxy contests. 2024 saw him represent Alex Rodriguez and others in arbitration proceedings relating to their purchase of the Minnesota Timberwolves and negotiated a settlement for Banco Santander following the sale of its US auto loans subsidiary, where minority shareholders alleged they were unfairly squeezed out. Ryan McLeod also assisted on the Santander matter, and has considerable experience in litigating transaction-based disputes in addition to those stemming from disagreements between boards and shareholders on governance and related proxy contests. Leading the practice alongside Savitt is Jonathan Moses, whose practice spans securities and financial services regulatory litigation. Further trial expertise comes in the form of Randall Jackson, who represented Omni in pushing Forward Air to complete its acquisition of the former; a settlement was reached in January 2024.

Practice head(s):

William Savitt; Jonathan Moses

Other key lawyers:

Key clients

A-Rod Corp.

Analog Devices

Banco Santander

Boardwalk Pipeline Partners

Capri Holdings

Continental Resources

CRCM

Franchise Group

Hess Corp.

MaxLinear

Omni

Pilot

Silver Lake Mgmt.

Volta Inc.

Work highlights

  • Represented Omni Logistics in expedited busted deal litigation, ultimately obtaining concessions and closing the deal.
  • Represented the Haslam family and its affiliate Pilot Co. in litigation with Pilot Travel Centers regarding the purchase of the Haslam family’s remaining 20% interest in Pilot Travel Centers.
  • Represented Boardwalk Pipeline Partners in overturning a November 2021 Delaware Court of Chancery decision ordering Loews to pay $690m in damages in connection with Loews’ take-private of Boardwalk Pipeline Partners.

Labor and employment > Employee benefits, executive compensation and retirement plans: transactional Tier 1

Wachtell, Lipton, Rosen & Katz advises a prominent client base on executive compensation and employee benefits matters, regularly acting on complex domestic and cross-border transactions, as well as high-profile corporate restructurings. The firm recently led compensation and benefits structuring for Capital One’s $35.3bn acquisition of Discover and Diamondback Energy’s $26bn acquisition of Endeavor, focusing on leadership retention, equity structuring, and compliance with Section 280G of the Internal Revenue Code. The practice also played a key role in the $20bn merger between Smurfit Kappa and WestRock, providing strategic counsel on executive retention, incentive planning, and benefits integration across multiple jurisdictions. Headed by Jeannemarie O’Brien , the team frequently collaborates with the firm’s mergers and acquisitions and tax departments, ensuring comprehensive coverage of regulatory and strategic considerations during deal execution. Adam Shapiro and David Kahan , both based in New York, who are recognized for their expertise in high-value compensation structuring and regulatory compliance. While Michael Schobel focuses on matters advice on designing and implementing compensation arrangements, negotiating executive employment agreements, and handling corporate governance and disclosure issues.

Practice head(s):

Jeannemarie O’Brien

Other key lawyers:

Adam Shapiro; David Kahan; Michael Schobel; Erica E. Aho

Key clients

Capital One

Diamondback Energy

Smurfit Kappa Group

Hewlett Packard Enterprise

The Goldman Sachs Group Inc.

CAA

The J.M. Smucker Co.

T-Mobile

David Rubenstein

Lionsgate

Hess

Work highlights

  • Advising Capital One in its $35.3 billion acquisition of Discover.
  • Advising Diamondback on its $26 billion acquisition of Endeavor.
  • Advised Smurfit Kappa Group in its $20 billion combination with WestRock.

M&A/corporate and commercial > M&A: large deals ($1bn+) Tier 1

Wachtell, Lipton, Rosen & Katz is a popular choice to advise a host of global and domestic clients, where the M&A team adopts a multidisciplinary approach and leverages cross-jurisdictional support. The department is jointly led by the experienced Steven Rosenblum who is skilled in high value M&A, takeover defense, and joint ventures, and the renowned Adam Emmerich, who routinely assists public and private companies in divestitures, securities law matters, and finance transactions. Industry veteran Edward Herlihy is regularly involved in complex bank and financial institutions M&A, while corporate and securities attorney Daniel Neff advises board committees. Benjamin Roth assists financial sponsors and management teams with complex international M&A, Victor Goldfeld focuses on mergers in the TMT and energy sectors, and Jenna Levine and Zachary Podolsky are regarded for their expertise in advising special committees of directors. All named lawyers are based in New York.

Practice head(s):

Steven Rosenblum; Adam Emmerich

Key clients

Chord Energy

J.M. Smucker Company

Masonite

Hewlett Packard

AbbVie

Diamondback

APA

ConocoPhillips

Prysmian

Smurfit Kappa

T-Mobile

Hess Corporation

Capital One

United States Steel

Chesapeake Energy

TowerBrook Capital Partners

International Game Technology and its controlling stockholder De Agostini S.p.A.

CONSOL Energy

Independent Bank Group

Apollo Global Management

David Rubenstein / Baltimore Orioles

Work highlights

  • Represented Masonite in its $3bn sale to Owens Corning after assisting its Board through a complex series of strategic decisions, including terminating an agreement to acquire PGTI and ultimately negotiating a higher price with Owens Corning.
  • Representing Hewlett Packard Enterprise Company in its all-cash acquisition of Juniper Networks, Inc. for $40 per share, representing an equity value of approximately $14bn.
  • Represented AbbVie in its acquisition of ImmunoGen, valued at approximately $10.1bn.

M&A/corporate and commercial > Shareholder activism Tier 1

Wachtell, Lipton, Rosen & Katz‘s New York practice is a leading defender of shareholder activism, providing service to clients across a broad range of industries, with many of the firm’s deals having billions of dollars at stake. The firm’s approach to the shareholder activist defense stakes out a unique position, maintaining a ratio of associates to partners significantly below that of other firms, focusing on matters that require the attention, extensive experience and sophistication of their partners, emphasizing quality over quantity. Practice leader Elina Tetelbaum takes charge of the practice, with her expertise covering both proxy fights and counselling on corporate governance issues and crisis management, with experience against the largest and most prominent activist investor funds. The highly experienced David Katz is involved in both domestic and international M&A, buyout transactions, and complex public and private offerings, integrating shareholder activism into a broader transactional service, and Adam Emmerich specializes in hostile takeover defense and contested acquisition matters.

Practice head(s):

Elina Tetelbaum

Other key lawyers:

Work highlights

Tax > US taxes: non-contentious Tier 1

The New York-based non-contentious tax group at Wachtell, Lipton, Rosen & Katz handles complex and high-value financings and restructurings, M&A, spin-offs, and joint ventures, advising a vast range of major industries.Jodi Schwartz and Deborah Paul have vast experience advising on cross-border corporate transactions such as strategic acquisitions and private equity buyouts, representing a wide range of industries. T Eiko Stange advises on transactions spanning a range of industries including tech, pharma, media and entertainment, real estate, and telecoms. Joshua Holmes, Tijana Dvornic, and Rachel Reisberg advise on tax aspects of spin-offs, leveraged buyouts, joint ventures, and financial instruments.

Work highlights

Dispute resolution > Securities litigation: defense Tier 2

Wachtell, Lipton, Rosen & Katz is extremely visible in relation to derivative shareholder litigation and has a long history in the practice area. William Savitt is at the forefront of many of the highest-profile mandates handled by the team, achieving a myriad successes for clients in high-stakes M&A and shareholder derivative litigation, including before the Delaware Court of Chancery. Savitt’s work also touches on securities litigation matters, including those with consequential and potentially precedent-setting implications. Ryan McLeod is very adept at handling M&A litigation, while Jonathan Moses, who co-heads the overarching litigation team alongside Savitt, has a broad-based offering that includes a significant amount of M&A and securities litigation.

Practice head(s):

William Savitt; Jonathan Moses

Other key lawyers:

Sarah Eddy; Ryan McLeod; Anitha Reddy; Carrie Reilly; Cynthia Fernandez Lumermann

Key clients

Amazon

Bayer AG

Boardwalk Pipeline Partners

Chemours

Coinbase

Comerica

Consensys

Fox Corp.

Meta

Raytheon Technologies

SelectQuote

Volta Inc.

Walmart

Work highlights

  • Representing Coinbase Global in pathbreaking litigation against the SEC into whether certain of its businesses involve “securities.”
  • Represented Fox Corporation in advising independent directors on derivative litigation brought in connection with the Dominion defamation lawsuit settlement.
  • Represented Meta in derivative litigation in the Delaware Court of Chancery.

Finance > Commercial lending Tier 2

Reputed for its strength in liability management matters, Wachtell, Lipton, Rosen & Katz often advises corporate borrowers on leveraged recapitalizations. The practice’s key strengths also lie in acquisition financing, capital financing, as well as distressed M&A. Operating out of New York, Gregory Pessin is highly proficient in debt and financing matters, while Emily Johnson is well-regarded for her capabilities in investment grade and leveraged transactions. Johnson is also informed in capital market transactions, while Michael Benn is skilled at liability management transactions. John Sobolewski is versed in leveraged M&A, syndicated and direct loans, and NAV loans, while Benjamin Arfa handles restructuring issues.  Rod Ghods is another key team member.

Practice head(s):

Gregory Pessin; Emily Johnson

Key clients

Becton, Dickinson and Company

OpenAI, Inc

Broadcom Inc

Lumen Technologies Inc

Hewlett Packard Enterprise Company

Diamondback Energy, Inc

Travelport, Ltd

GXO Logistics, Inc

Rayonier Advanced Materials Inc

Abra Group Limited

PVH Corp.

Lions Gate Entertainment Corp

The RealReal, Inc

SoFi Technologies, Inc

Knife River Corporation

Everus Construction Group, Inc

MDU Resources Group, Inc

RTX Corporation

Solventum Corporation

3M Company

AbbVie Inc

Work highlights

  • Advised Broadcom on the issuance of $875million of 4.150% senior notes due 2028.
  • Advised OpenAI on a $4 billion revolving credit facility with JPMorgan Chase Bank, N.A and other lenders.
  • Represented Lumen Technologies, Inc on its exchange of $452 million cash for unsecured notes in September 2024 and a $945 million cash tender offer in November 2024 for certain outstanding notes of Lumen and its subsidiary Level 3.

Finance > Restructuring (including bankruptcy): corporate Tier 2

Wachtell, Lipton, Rosen & Katz‘s prestigious reputation and depth of expertise across its partner and associate ranks, brings it a wealth of domestic and cross-border bankruptcy and restructuring engagements. Its expertise ranges from addressing liquidity shortfalls to full-scale creditor disputes, with an established record in representing creditors and debtors in chapter 11 cases and out-of-court restructurings, along with bankruptcy litigation and other debt-related matters. The firm has also worked on a series of major liability management transactions over recent years, including advising Lumen Technologies on its liability management exercise involving nine separate debt exchanges (totalling over $15bn), $1.32bn of new money financing and $1bn of new revolver commitments. Joshua Feltman now leads the restructuring and finance team, having succeeded the immensely experienced Richard Mason . Emil Kleinhaus is rated for bankruptcy and creditors’ rights litigation, while Michael Benn is noted for bankruptcy, restructuring and liability management transactions. The hugely experienced Scott Charles  and John Sobolewski are also key members of the team. The firm is based solely in New York.

Practice head(s):

Joshua Feltman

Other key lawyers:

Richard Mason; Emil Kleinhaus; Michael Benn; Scott Charles; John Sobolewski

Testimonials

‘Mostly on the credit side of things, but they bring a creativeness and excellence that would one would expect of Wachtell. Not only technically excellent, but also very strategic and business oriented so very valuable from a practical point of view. Given the value add, I find their rates reasonable and their client service focus is superb.’

‘Josh Feltman is recommended for restructuring generally and overall strategy, and Emil Kleinhaus for all litigation-related issues.’

 

Work highlights

Tax > International tax Tier 2

Based in New York, the team at Wachtell, Lipton, Rosen & Katz is well-regarded for advising clients across a vast range of sectors including technology, energy and finance, on the tax aspects of corporate transactions. The firm’s international taxation portfolio includes mergers and acquisitions, spin-offs and other divestitures, joint ventures, financings and financial instruments, and restructurings. Jodi Schwartz focuses her practice on cross-border transactions including mergers and acquisitions, joint ventures, spin-offs and financial instruments, in a wide range of sectors, particularly technology. Deborah Paul advises on tax aspects of cross-border transactions, including strategic acquisitions and private equity buyouts in a wide array of industries. Eiko Stange  routinely advises on cross-border transactions in a diverse spectrum of industries, including telecoms, tech, and pharma.

Practice head(s):

Jodi Schwartz

Other key lawyers:

Deborah Paul; Eiko Stange

Work highlights

  • Represented T-Mobile US as it announced the establishment of a joint venture with KKR to acquire Metronet.
  • Representing ConocoPhillips in its pending acquisition of Marathon Oil. The all-stock transaction, which ascribes an enterprise value of $22.5 billion to Marathon Oil.
  • Representing Jacobs Solutions in a complex Reverse Morris Trust transaction to spin-off and combine its Critical Mission Solutions and Cyber & Intelligence businesses with Amentum, a privately held company. The RMT will create a new publicly-traded company

Antitrust > Merger control Tier 3

Wachtell, Lipton, Rosen & Katz fields an experienced team in its New York-based antitrust practice, regularly representing clients in merger clearance matters before the Department of Justice, the FTC, and state attorneys general. Ilene Gotts has longstanding experience of antitrust matters relating to mergers and acquisitions, while Nelson Fitts has wide ranging expertise in handling competition matters across the energy, industrial, chemical, medical, and technology sectors. Damian Didden is often sought out for analysis regarding the antitrust risk of mergers and acquisitions, and Christina Ma regularly supports clients through merger investigations, trials, and compliance matters.

Other key lawyers:

Key clients

Jacobs Solutions/Amentum

National Instruments/Emerson

Nuvasive/Globus Medical

FIS Global/GTCR

Georgia Pacific/Masonite

Prysmian Group/Encore Wire

Black Knight/Intercontinental Exchange

Aerojet Rocketdyne/L3 Harris

NuStar Energy/Sunoco

Hess/Chevron

Diamondback Energy/Endeavor

ConocoPhillips/Marathon Oil

Capital One/Discover

APA/Callon Petroleum

Blue Water Industries/Martin Marietta

Nasdaq/Adenza

Tapestry/Capri

Everi Holdings/IGT Gaming

J.M. Smucker/Hostess

Work highlights

  • Represented Jacobs Solutions in its $13 billion spin-off and combination of its Critical Mission Solutions (“CMS”) business with Amentum.
  • Representing NI in its acquisition by Emerson.

Real estate > Real estate investment trusts (REITs) Tier 3

Wachtell, Lipton, Rosen & Katz‘s REIT practice is devoted to REIT M&A, advising on marquee matters like Kimco Realty Corporation’s acquisition of RPT Realty. Co-chair of the firm’s corporate department, New York-based Adam Emmerich heads up the team and expertly handles REIT mergers and acquisitions, divestitures, spin-offs and joint ventures. Emmerich is also well-equipped to advise REITs on a range of matters related to corporate governance. Also in New York, co-chair Robin Panovka is a leading authority on REIT M&A transactions, serving as co-chair of the NYU REIT Center.

Practice head(s):

Adam O. Emmerich; Robin Panovka

Key clients

Spirit Realty Capital

Kimco

PREIT

Sun Communities

Office Properties Income Trust

Public Storage

Regency Centers

Activism Defense

Work highlights

  • Represented Spirit Realty Capital, Inc. (NYSE: SRC) when it was acquired by Realty Income Corporation (NYSE: O) in an all-stock transaction valued at approximately $9.3 billion.
  • Represented Kimco Realty Corporation (NYSE: KIM) in its all-stock acquisition of RPT Realty (NYSE: RPT) for $2.3 billion, issuing 0.6049 shares for each RPT share, a 19% premium to RPT’s closing price on that date.
  • Counselled Pennsylvania Real Estate Investment Trust (PREIT) on its comprehensive restructuring of its $1.5 billion debt through voluntary prepackaged chapter 11 cases filed in Delaware, aiming to reduce PREIT’s total indebtedness by $880 million.

Worldwide > M&A Tier 1

Wachtell, Lipton, Rosen & Katz enjoys a global reputation as one of the world’s leading business law firms. The firm regularly handles many of the largest, most complex and demanding transactions, investigations and litigations in the US and around the world. Wachtell Lipton has contributed to major evolutions in corporate law in order to advance the interests of its clients. Wachtell Lipton originated the ‘poison pill’, structured the first cross-border ‘Morris Trust’ transaction between SmithKline Beckman and Beecham, and has been involved in – and litigated – transactions giving rise to most of the landmark takeover and corporate governance decisions in Delaware. Wachtell Lipton approaches its clients’ legal issues within the larger framework of each client’s strategic, business and financial goals. The firm focuses on matters that require the attention, extensive experience, expertise and reputation of its partners. The firm does not handle routine matters, limits the number and type of matters it undertakes, and operates with a ratio of partners to associates far higher than its major competitors.

Main areas of practice
Corporate: Wachtell Lipton counsels both public and private acquirers and targets, advising on a wide range of corporate matters, including: US, cross-border and international mergers and acquisitions; private equity and strategic investments; spin-offs, split-ups, securities offerings and other capital raising transactions; and is recognized for its leadership in takeover defense, shareholder activism and corporate governance.

Litigation: Wachtell Lipton’s litigation practice is consistently at the cutting edge of the leading commercial and corporate litigation battles dominating headlines. The firm makes appearances in state and federal courts throughout the country at both trial and appellate levels, as well as in arbitrations and mediations. It also has a leading practice representing companies and individuals in state and federal regulatory and criminal investigations. The firm’s litigators advise on a range of corporate governance matters and handle derivative demands and other litigation challenging the actions of boards of directors. The firm consistently handles some of the nation’s leading commercial disputes covering diverse industries and subject matters. The firm has a leading white-collar and regulatory enforcement practice. It has represented major financial institutions and multinational corporations, as well as their boards of directors and senior executives, in a range of complex and high-profile white-collar criminal and regulatory enforcement matters nationally and internationally.

Restructuring and finance: Wachtell Lipton has one of the leading restructuring practices, principally representing creditors in national and multinational bankruptcy cases and out-of-court restructurings. Attorneys in the restructuring and finance group regularly handle the financing of complicated acquisitions or divestitures of businesses in financial distress or bankruptcy, highly leveraged transactions and other major transactions involving significant debtor/creditor issues.

Antitrust: Wachtell Lipton’s leading antitrust practice focuses on mergers and acquisitions and government investigations, including international antitrust and banking antitrust issues.

Tax: Wachtell Lipton has a leading tax practice advising clients on tax aspects of corporate reorganisations, acquisitions, spin-offs and other dispositions, financings, restructurings and joint ventures.

Real estate M&A: Wachtell Lipton has a leading real estate M&A practice focusing on mergers and acquisitions, private equity, corporate governance, restructurings and joint ventures across the REIT, real estate, hospitality and gaming sectors. The firm consistently plays an active role in major transactions in these sectors, with an emphasis on large-scale public company M&A and strategic transactions.

Executive compensation and benefits: Wachtell Lipton has a leading executive compensation and benefits practice addressing the most sensitive issues facing public and private companies, both in the deal and non-deal contexts.

Department Name Email Telephone
Corporate
Litigation
Restructuring and finance
Tax
Executive compensation and benefits
Antitrust
Real estate M&A
Number of Partners : 82
Number of Lawyers : 257
Co-Chairmen of the Executive Committee : Edward D Herlihy
Co-Chairmen of the Executive Committee : Daniel A Neff