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Adam Emmerich

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Work +212 403 1234
Email:
Wachtell, Lipton, Rosen & Katz

Work Department

Corporate.

Position

Adam O. Emmerich practices in Wachtell Lipton’s corporate department, focusing primarily on mergers and acquisitions, corporate governance and securities law matters. His practice has included a broad and varied representation of public and private corporations and other entities in a variety of industries throughout the United States and globally in connection with mergers and acquisitions, divestitures, spin-offs, joint ventures, and financing transactions. He also has extensive experience in takeover defense. Among the transactions in which he has taken a leading role include representing: Covidien plc in its $42.9 billion acquisition by Medtronic, Inc., Mallinckrodt plc in its $5.6 billion acquisition of Questcor Pharmaceuticals and its $1.4 billion acquisition of Cadence Pharmaceuticals; Harland Clarke, a subsidiary of MacAndrews & Forbes, in its $1.8 billion acquisition of Valassis Communications; Simon Property Group in its $4.15 billion spin-off of Washington Prime Group; Publicis Groupe SA in its later-abandoned $35.1 billion merger with Omnicom; the Special Committee of the Board of Directors of Activision Blizzard in an $8.2 billion purchase of shares of Activision from Vivendi, S.A., its controlling stockholder, by Activision and an investment vehicle formed by Activision's CEO Bobby Kotick and Co-Chairman Brian Kelly; the Wertheimer family and IMC International Metalworking Companies B.V. in Berkshire Hathaway’s $2.05 billion purchase from the Wertheimer family of the 20% stake in IMC it did not already own; Casino Guichard Perrachon SA in connection with its acquisition of control of Grupo PĂŁo de AçĂșcar and the proposed IPO of Cnova NV; Deutsche Telekom and T-Mobile USA in the combination of T-Mobile and MetroPCS Communications at a $30 billion enterprise valuation; AmĂ©rica MĂłvil, S.A.B. de C.V. in its acquisition of 21% of Telekom Austria AG; GlaxoSmithKline in its unsolicited offer and acquisition of Human Genome Sciences for $3.6 billion; Sunrise Senior Living in connection with its sale to Health Care REIT, in transactions involving total investment by Health Care REIT of $4.3 billion; Deutsche Telekom in its agreed $39 billion sale of T-Mobile to AT&T; AMB Property Corporation in its $15 billion merger with ProLogis, to create a REIT with combined assets owned and under management of $46 billion; Google in its participation in the Nortel patent auction; Grupo Prisa in its $1.5 billion transaction with Liberty Acquisition; the board of Wyeth in its $68 billion acquisition by Pfizer; Simon Property Group in connection with its offer to acquire General Growth Properties for $31 billion; Swarth Investments in the sale of its controlling interest in GVT (Holding) SA, Brazil to Vivendi in a transaction valuing GVT at $4.2 billion; Alcoa in the $14 billion investment in Rio Tinto by Chinalco and Alcoa; the $4.7 billion acquisition of Constellation Energy by MidAmerican Energy; Iscar in its $5 billion acquisition by Berkshire Hathaway, and Iscar in its $1 billion acquisition of Tungaloy of Japan; Acciona in its €43.7 billion acquisition with Enel of Endesa and in relation to EON’s offer for Endesa; Tishman-Speyer and Lehman Brothers in their $22.2 billion acquisition of Archstone-Smith; Vornado, Starwood Capital and Walton Street in their $39 billion bid to buy Equity Office Properties; Man Group’s purchase of Refco’s regulated futures business in Refco’ s bankruptcy proceeding; Taubman Centers’, Dana’s and Circuit City’s successful defenses of hostile takeover attempts by Simon Property Group, ArvinMeritor and Highfields Capital, respectively; the acquisition by Wal-Mart of an interest in Seiyu in Japan and in transactions in Brazil, China, Puerto Rico and the UK; MacAndrews & Forbes in its recapitalization of Revlon; Cable & Wireless in its exit from its U.S. activities; the successful $6 billion unsolicited offer by Public Storage for Shurgard; The Mills Corporation in its $7.8 billion sale to a partnership of Simon Property Group and Farallon; the acquisition by Morgan Stanley and Onex of Town & Country; Lend Lease in the sale of its U.S. businesses; MetLife in a variety of transactions; the acquisition by Raytheon of the defense business of Hughes Electronics from GM, and Raytheon’s acquisition of Texas Instruments defense business and sale of its Amana appliance unit; the Cisneros family of Venezuela in transactions with Coca-Cola and Bell South; Seagram/Universal’s acquisition of Viacom’s interest in USA Network; and MCA’s sale to Matsushita.

Career

Adam is recognized as one of the 500 leading lawyers in America by Lawdragon, as one of the world’s leading lawyers in the field of Mergers and Acquisitions in the Chambers Guide to the World’s Leading Lawyers, as an expert in each of M&A, Corporate Governance and M&A in the real estate field by Who’s Who Legal, and as an expert in M&A and in Corporate Governance by Euromoney Institutional Investor’s Expert Guides. Following law school, he served as a law clerk to Judge Abner J. Mikva, of the United States Court of Appeals for the District of Columbia Circuit. He is a frequent author and speaker on topics relating to mergers and acquisitions and corporate governance, including at MIT’s Sloan Convocation and on India’s CNBC-TV18.

Member

Adam is co-chair of the International Institute for the Study of Cross-Border M&A, co-chair of the advisory board of New York University’s REIT Center for the Study of Public Real Estate Companies, and a member of the American Law Institute. He has served as co-chair of the NYU Real Estate Institute’s Annual Symposium on REITs since its inception. He is a member of the Corporate Academic Bridge Group of the NYU Pollack Center for Law & Business, and a frequent contributor to the Harvard Law School Forum on Corporate Governance and Financial Regulation. Adam serves on the board of directors of the American Friends of the Israel Museum, and as president of the Friends of the Israel Antiquities Authority and also of the Friends of Rambam Medical Center. He was previously a member of the board of directors of the Lawyers Alliance for New York, the Visiting Committee of the University of Chicago Law School, The Ramaz School and co-chair of the Young Lawyers Division of the UJA-Federation in New York.

Education

Adam joined the firm in 1986 and was named a partner in 1991. He attended Swarthmore College and The University of Chicago, from which he received his J.D. with honors. While at the University of Chicago, Adam served as Topics and Comments Editor of The University of Chicago Law Review, was elected to the Order of the Coif, and received an Olin Fellowship in law and economics.

Leisure

Adam lives in Manhattan with his wife, two daughters and son.


United States: M&A/corporate and commercial

M&A: large deals ($1bn+)

Within: Leading lawyers

Adam Emmerich - Wachtell, Lipton, Rosen & Katz

Within: M&A: large deals ($1bn+)

Wachtell, Lipton, Rosen & Katz 'still has the premier practice for public M&A deals', according to one competitor. Despite being a one office firm, based in New York, it has a substantial M&A team and maintains a high market share of big-ticket and transformational M&A transactions. Moreover, it continues to impress in hostile takeovers, activist defense work and proxy contests. Hugely respected by corporate America and its management boards, it is constantly in the frame for the biggest engagements in the market. It advised T-Mobile and Deutsche Telekom in connection with the blockbuster proposed $146bn merger of T-Mobile and Sprint. In other headline deals, it advised United Technologies on the separation of the business into three independent public companies, Comcast on its $65bn bid for assets of Twenty-First Century Fox, and Broadcom on its $18.9bn all-cash acquisition of CA Technologies. The still active Martin Lipton is, for many, the premier name in the market. David Katz and Daniel Neff are 'super high quality' and 'incredibly good lawyers'; Katz is 'smart, thoughtful and he will work to get the deal done'. Adam Emmerich, once again made an impression on the market by leading the team that represented T-Mobile in its merger with Sprint. Edward Herlihy further cemented his standing by heading the team that advised Cigna on its $67bn acquisition of Express Scripts. Steven Rosenblum and Andrew Nussbaum are also outstanding M&A practitioners, as are Andrew Brownstein and Igor Kirman.

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United States: Real estate

Real estate investment trusts (REITs)

Within: Real estate investment trusts (REITs)

Wachtell, Lipton, Rosen & Katz is focused on M&A, private equity, corporate governance, restructurings and joint ventures across the REIT sector. Recent matters include acting for the board of Forest City Realty Trust, a REIT that invests in office buildings, shopping centers and apartments, in its sale to Brookfield Asset Management; and assisting Gramercy Property Trust, a global investor and asset manager of single-tenant properties, with its $7.6bn sale to affiliates of Blackstone Real Estate Partners VIII. New York-based Robin Panovka co-chairs the firm’s real estate and REIT M&A groups; Adam Emmerich is also a key figure.

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