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

New York-based M&A and disputes powerhouse Wachtell, Lipton, Rosen & Katz is widely regarded as one of the leading firms for deal-related litigation at all stages, including trials in the Delaware Court of Chancery and appeals, and it frequently acts in some of the largest and most high-profile matters. The practice is led by standout M&A litigation partner William Savitt (who is ‘the dean of this work‘) and litigation co-chair Jonathan Moses, who handles complex commercial, securities and antitrust litigation. Key partner Ryan McLeod is ‘one of the very best‘, according to peers. Savitt, who recently led one of the most significant matters in recent history on behalf of Twitter when Elon Musk announced his intention to walk away from his agreement to buy the company for $44bn, also acted for electric vehicle company Volta Inc., formed by a SPAC merger, in shareholder litigation in California. McLeod’s record includes high-profile matters in the activist shareholder market.

Practice head(s):

William Savitt; Jonathan Moses

Other key lawyers:

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

Wachtell, Lipton, Rosen & Katz advises boards of directors and senior executives on executive compensation issues within the context of M&A, divestitures, and complex corporate transactions. The firm handles a wide range of corporate governance challenges, including those posed by shareholder activists, proxy battles, and executive succession planning. Leading the New York-based team, Jeannemarie O’Brien is acclaimed for her executive compensation and benefits expertise in transactions involving financial services firms. Adam Shapiro and David Kahan focus on M&A, corporate governance, and executive employment agreements. Michael Schobel has a broad industry reach, with significant experience in banking, finance, technology, and pharmaceuticals, including his notable role in Pfizer’s $43 billion acquisition of Seagen; he shares this broad industry expertise with Amanda Toy. Erica Bonnett offers guidance on securities law compliance, compensation disclosures, and the structuring of executive employment contracts.

Practice head(s):

Jeannemarie O’Brien

Key clients

Pfizer

FIS

Arconic Corporation

National Instruments

Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street and Bayview Asset Management

Capri Holdings

American International Group

CIGNA

MDU Resources Group

Prologis

Adobe

PDC Energy

Sealed Air

Nasdaq

CAA

Maxar Technologies

Work highlights

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

Dispute resolution > Securities litigation: defense Tier 2

Wachtell, Lipton, Rosen & Katz in New York has a strong client roster that includes some of the largest US and international corporations, with a key example being the firm’s work for Amazon in a derivative suit alleging fiduciary breaches in connection with alleged antitrust violations. William Savitt, who is co-chair of the litigation practice and is focused predominantly on M&A and corporate governance disputes, as well as securities cases, led that case along with key partner Anitha Reddy. Savitt co-leads the practice with Jonathan Moses, who is known for his expertise in complex commercial, securities and antitrust litigation. Notably, the scope of the practice’s work is international, as shown by the work of Carrie Reilly and Cynthia Fernandez-Lumermann for Arcnonic Group in a case relating to the fire at Grenfell Tower in London.

Practice head(s):

Jonathan Moses; William Savitt

Key clients

Amazon

Arconic Corp.

Bayer AG

Boardwalk Pipeline Partners

Coinbase

Fox Corp.

Medical Properties Trust

Meta

Moelis

Raytheon Technologies

Ryder System, Inc.

Twitter

Volta Inc.

Walmart

Finance > Commercial lending Tier 2

Wachtell, Lipton, Rosen & Katz’s pre-eminence in borrower-side financing transactions sees it advise an impressive roster of corporate clients across the full range of industries, including investment-grade, high-yield and distressed borrowers. Working in tandem with the firm’s M&A and restructuring practices, the New York-based financing team advises on acquisition and working capital financings, distressed M&A and restructurings across the investment grade and leveraged markets. The team remains at the forefront of the market, also advising on transactions within the liability management space. Gregory Pessin is a prominent figure in the debt and financing space, and heads the practice. With a clientele of borrowers, creditors and distressed investors, Michael Benn advises on financings for M&A, spin-offs and other deals. John Sobolewski’s broad finance and restructuring practice covers syndicated and direct loans, management company financings and liability management. Focusing particularly on complex corporate transactions, Emily Johnson advises on M&A, divestiture and spin-off financings. Stephanie Marshak and Rod Ghods are other names to note.

Practice head(s):

Gregory E. Pessin

Other key lawyers:

Key clients

Broadcom Inc.

RTX Corporation

3M Company

Lumen Technologies, Inc.

Global Payments Inc.

Barnes Group Inc.

Travelport Finance (Luxembourg) S.à r.l.

PVH Corp.

Otis Worldwide Corporation

Mitel Networks Corporation

XPO, Inc.

The J.M. Smucker Company

Hexcel Corporation

SoFi Technologies, Inc.

Knife River Holding Company

LKQ Corporation

Rayonier Advanced Materials Inc.

Mallinckrodt plc

Work highlights

  • Represented Broadcom in its entry into $28.4bn in permanent financing to replace the $32bn in committed bridge financing previously negotiated in connection with Broadcom’s acquisition of VMware.
  • Represented XPO in a series of financing transactions to allow XPO to reinvent its capital structure, including negotiating the company’s amended ABL facility, the refinancing of its $700m secured term loan facility, and its spin-off of RXO, which included the negotiation of a new $500m unsecured five-year revolving credit facility and $100m term loan.
  • Advised Lumen Technologies in connection with a transaction support agreement, with a group of creditors holding over $7bn of the outstanding indebtedness of the company and its subsidiaries across over a dozen tranches of debt, which provides for an extension of maturities of Lumen’s and its subsidiaries’ debt instruments and commitments to provide $1.2bn of financing to Lumen through new long-term debt.

Finance > Restructuring (including bankruptcy): corporate Tier 2

Led by Richard Mason , Wachtell, Lipton, Rosen & Katz handles a range of areas within bankruptcy and restructuring, including liability management for leveraged businesses, Chapter 11 proceedings, alongside integrating its corporate, real estate, REIT, tax and benefits practices into its restructuring and finance department to provide a full service for clients. Joshua Feltman  provides a cross-disciplinary practice, focused on acquisitions of leveraged entities in connection with in-court and out-of-court workouts as well as the financing aspects of leveraged acquisitions. Emil Kleinhaus advises on litigation related to bankruptcy and creditors’ rights, while Michael Benn represents borrowers, creditors and distressed investors in all types of financing transactions. Michael Cassel is a name to watch for his work on litigation and advisory services related to bankruptcy, liability management and disputes under credit agreements and indentures. Unless otherwise stated, all lawyers are based in New York.

Practice head(s):

Richard Mason

Other key lawyers:

Key clients

Mitel Networks Corporation

Mallinckrodt plc

Freeport-McMoRan Inc.

Ad Hoc Committee of Local Councils of Boy Scouts of America

Ad Hoc Group comprised of approximately 70% of Altera Infrastructure LP unsecured noteholders

Travelport

Certain lenders to U.S. Renal Care, Inc.

Overstock.com

Rayonier Advanced Materials

Certain lenders to Pyxus International (Glendon Capital and Monarch Alternative Capital)

Ad Hoc Group of lenders to CURO Group Holding Corp.

Oaktree Capital Management, as lender to GenesisCare

The Hebrew University of Jerusalem, Ben-Gurion University of the Negev, Weizmann Institute of Science, and Bar Ilan University

Lumen Technologies, Inc.

King Street Capital Management and certain other lenders to Team Health Holdings, Inc.

Work highlights

  • Represented Mallinckrodt through the successful confirmation of two Chapter 11 reorganization plans over the last two years.
  • Advised Mitel Networks Corporation (and its private equity sponsor Searchlight Capital) in connection with Mitel’s out-of-court financial restructuring pursuant to which it consummated (1) a new $156 million priority term loan facility, (2) $755 million of discounted exchange transactions of existing loans into new second-out and third-out term loan facilities and (3) amendments and waivers under the credit agreements governing its remaining $437 million of existing loans.
  • Represented Centerbridge Partners and King Street Capital Management as new-money lenders to U.S. Renal Care, Inc., a Bain portfolio company with dialysis centers around the country.

Tax > International tax Tier 2

Based in New York, Wachtell, Lipton, Rosen & Katz is known for advising high profile clients on the tax aspects of corporate transactions, including mergers and acquisitions, spin-offs and other divestitures, joint ventures, financings and financial instruments, and restructurings. Jodi Schwartz focuses on the tax aspects of corporate transactions, including mergers and acquisitions, joint ventures, spin-offs and financial instruments. Deborah Paul routinely advises on tax aspects of domestic and cross-border transactions, including strategic acquisitions and private equity buyouts. Eiko Stange has advises on transactions in a wide spectrum of industries including TMT, pharmaceuticals, banking and finance, retail, and real estate. Joshua Holmes concentrates his practice on the tax aspects of M&A, joint ventures, spin-offs and financial instruments. Tijana Dvornic and Rachel Reisberg focus on the tax aspects of M&A and other dispositions, leveraged buyouts, joint ventures and financing transactions.

Other key lawyers:

Key clients

Adobe

Special Transaction Committee of the Board of DISH Network

PENN Entertainment

Capri Holdings

Regency Centers

Michael Jordan

Pfizer

LKQ/Uni-Select

Rockefeller Capital Management

American International Group

RTX

Stratasys Ltd.

Regeneron Pharmaceuticals

FIS

Global Payments Inc.

Apollo

MDU

Sealed Air

Public Storage

Nasdaq

An affiliate of Cigna

Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street and Bayview Asset Management

Tax > US taxes: non-contentious Tier 2

Wachtell, Lipton, Rosen & Katz‘s transactional tax team in New York ably services the firm’s M&A practice, advising on the tax aspects of M&A, spin-offs, joint ventures, financings, and restructurings. The group has considerable experience handling major mandates, recently assisting Adobe with its $20bn acquisition of venture-backed product design company Figma as well as Michael Jordan in relation to the sale of his majority stake in NBA team the Charlotte Hornets to a group led by private equity executives. Jodi Schwartz’s broad expertise covers M&A transactions, joint ventures, spin-offs, and financial instruments. Deborah Paul has notable experience in strategic acquisitions and private equity buyouts, while T Eiko Stange advises clients in the telecoms, tech, pharma, banking and financial services, media, real estate, and retail sectors, among others. Joshua Holmes, Tijana Dvornic, and Rachel Reisberg also play key roles in the team.

Key clients

Adobe

Special Transaction Committee of the Board of DISH Network

PENN Entertainment

Capri Holdings

Regency Centers

Michael Jordan

Pfizer

LKQ/Uni-Select

Rockefeller Capital Management

American International Group

RTX

Stratasys Ltd.

Regeneron Pharmaceuticals

FIS

Global Payments Inc.

Apollo

MDU

Sealed Air

Public Storage

Nasdaq

An affiliate of Cigna

Stone Point Capital, Warburg Pincus, Reverence Capital Partners, Sixth Street and Bayview Asset Management

Antitrust > Merger control Tier 3

M&A/corporate and commercial > Shareholder activism Tier 3

Dispute resolution > Corporate investigations and white-collar criminal defense

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