Selected Mergers and Acquisitions

• Represented a private company in a joint venture creating a major water treatment chemicals business with 27 sites across North America
• Represented a public company that manufactures and leases railcars in a sale transaction valued at approximately $1.75 billion (including debt)
• Represented a public company in the gaming and entertainment sector in a sale transaction valued at approximately $1.85 billion
• Represented an Isle of Man company owning Brazilian natural resource assets in its sale to a Brazilian public company for approximately $550 million
• Represented a Nasdaq-listed manufacturer and distributor of medical devices and placental tissue products in its acquisition by a Nasdaq-listed provider of plastic and regenerative technologies
• Represented a railcar leasing business in a sale transaction valued at up to $3.4 billion (comprising a $2.8 billion initial enterprise value and three-year “put” and “call” options over an additional $600 million of railcar and rolling stock assets)
• Represented a fiber-optic network business in a sale transaction valued at $1.8 billion and the related grant of an option to purchase an entity owning wireless spectrum for an additional undisclosed purchase price
• Represented a multinational pharmaceutical company in its disposition of an orphan drug product line for approximately $900 million
• Represented a public company in a joint venture to develop sustainable animal and plant nutrition
• Represented a private company engaged in through-channel and distributed marketing solutions in its sale to a private equity firm
• Represented a multinational pharmaceutical company in its agreement to transfer certain rights to market and commercialize an orphan drug and in its participation in a tender offer for the outstanding shares of a Nasdaq-listed company
• Represented an aircraft components manufacturer in its acquisition of a U.S.-based distributor of avionics components
• Represented a London Stock Exchange-listed public company in its acquisition of a health care clinical services business located in the United Kingdom and the United States
• Represented a Nasdaq-listed public company in its acquisition of a manufacturer of packaged control house solutions for the energy, oil and gas and electrical industries
• Represented a consumer products manufacturer in its private-label business and related manufacturing and supply agreements
• Represented a specialty chemicals company in its acquisition of a United Kingdom-based hydroxy monomers and conventional contact lens business from the world’s largest chemical company in a transaction mandated by the European Union
• Represented a PET resin company in its merger with a subsidiary of a Mexican multinational corporation

Selected Activism Matters

• Represented an activist investor in a proxy contest resulting in the election of the stockholder’s nominee to the board at the issuer’s annual meeting
• Represented an activist investor in a hostile tender offer and proxy contest resulting in a settlement agreement providing for the appointment of four of the stockholder’s nominees to the board and replacement of the issuer’s chief executive officer
• Represented controlling stockholders in 13e-3 “take-private” transactions
• Represented activist investors in the nomination of directors pursuant to advance notice bylaw provisions and negotiation of settlement or cooperation agreements
• Represented an NYSE-listed company in the adoption of a rights agreement to protect net operating losses
• Represented an NYSE-listed company in the preparation of common stock rights plan to be held “on the shelf”

Selected Securities Matters

• Represented a foreign private issuer in an issuer tender offer for preferred stock
• Represented the target in a de-SPAC transaction and listing on Nasdaq
• Represented selling stockholders in resale registration statements and exercise of registration rights
• Represented a commercial aerospace industry supplier in connection with corporate governance, compliance, and securities law matters
• Represented a teleradiology provider in its initial public offering and Nasdaq listing
• Represented an aerospace component manufacturer in its initial public offering and NYSE listing