Mergers & Acquisitions

Contested Transactions
Negotiated Transactions
Private M&A
Cross-Border and International M&A
Joint Ventures 

Paul, Weiss has maintained an active mergers and acquisitions practice for more than 50 years, during which time the firm has been involved in some of the most highly publicized merger, acquisition, divestiture and takeover transactions across the globe. Our Mergers and Acquisitions Group consistently ranks among the world’s leading practices, and we have a long history of representing clients in cross-border transactions involving non-U.S. companies investing in the United States, U.S. companies investing abroad and international transactions in which none of the parties involved are U.S. based.

The diversity of our practice is one of our greatest strengths. On behalf of businesses and investment firms of all sizes across a wide spectrum of industry sectors, we handle a full range of negotiated and contested transactions, including:

• stock and asset acquisitions of public and private companies
• divestitures
• leveraged buyouts
• tender offers and proxy contests
• joint ventures
• recapitalizations
• rights offerings
• “going private” transactions
• spin-offs and carve-outs
• strategic investments
• restructurings and workouts.

Clients rely upon Paul, Weiss for creative and innovative solutions that reflect deep insight into the specialized demands of each transaction and decades of sophisticated experience. Our clients receive first-rate service from lawyers who understand the business ramifications and implications of legal challenges and opportunities. Our lawyers represent, both in U.S. and non-U.S. matters:

• large and mid-cap public corporations
• closely-held companies
• investment banks
• private equity funds and their portfolio companies
• boards of directors
• special and independent board committees
• arbitrageurs, hedge funds and other financial investors
• subordinated and senior lenders
• shareholder groups.

We also have a strong tradition of serving entrepreneurial enterprises through all phases of their maturation—some of which have joined the ranks of the world’s largest and most successful corporations. In addition to helping our clients to structure, negotiate and close transactions from the transformative merger to the incremental acquisition or divestiture, we provide sound counsel on tax, antitrust and corporate governance issues.

We also regularly represent financial advisers in high-profile public mergers and acquisitions, both contested and negotiated. Our broad experience in complex M&A transactions provides us the means to offer ongoing and well-considered counsel to our investment banking clients. We have represented investment banks such as Citigroup, Goldman Sachs, Morgan Stanley, Merrill Lynch, Lehman Brothers, Bear Stearns, Lazard Frères, Dresdner Kleinwort Wasserstein, N.M. Rothschild, Greenhill & Co., and others.

Paul, Weiss lawyers employ a team approach to representing clients, working seamlessly to achieve the highest quality and most effective results. Mergers and Acquisitions Group lawyers have in-depth experience in all relevant corporate disciplines necessary to consummate a successful M&A deal and are supported as needed by our experts from other areas of the firm, including antitrust, tax, employee benefits, real estate, environmental, bankruptcy, and personal representation. Our Finance Group provides solutions on acquisition finance, especially in the financing of leveraged buyouts and recapitalizations. Members of our acclaimed Litigation Department support our M&A practice, especially in hotly contested transactions.

The Paul, Weiss philosophy on serving clients centers on total dedication to achieve the objectives of the clients by using the highest quality, state-of-the-art advice, tailored to fit the needs of each particular situation. We seek to go beyond conventional approaches and answers, developing innovative solutions to meet client needs and exceed expectations.

Contested Transactions

Clients come to Paul, Weiss for some of their most complex and business transforming cross-border mergers and acquisitions. We are known for our prowess in leading the charge, from a legal standpoint, in contested transactions. We have represented clients such as Sun Times Media (formerly known as Hollinger International), Carnival Corporation, British Telecommunications and others in multibillion-dollar contested takeover battles.

Negotiated Transactions

Negotiated transactions can present unique challenges since an announcement can put one or both companies "in play." Our clients know they can turn to Paul, Weiss for seasoned and knowledgeable counsel to help them further their objectives. Clients often call on us for legal advice on successive transactions as they execute their long-term growth strategies. In the friendly arena, we have represented numerous non-U.S. companies, including Abitibi Consolidated, the Agnelli Group, Swiss Re, Hutchison Whampoa, Ltd., NEC Corporation and others, on their global merger transactions.

We have also handled landmark transactions for U.S. companies, such as Citigroup's "triangular" share acquisition of Nikko Cordial Corporation for approximately $14.8 billion.

Private M&A

In addition to our work for public companies, Paul, Weiss has a significant practice in the private M&A arena. Attorneys from our Private Equity Transactions Group focus on a full range of specialized services for M&A transactions, including fund formation, tax, ERISA and securities. We regularly represent private companies and buyout and investment firms in investments, buyouts, recapitalizations, acquisitions, divestitures and other transactions relating to their portfolio companies. Our attorneys can help obtain the best possible business terms, implement the most sophisticated structures and meet the tightest closing schedules—helping our private equity clients succeed in today's competitive market. Clients in this space include Oak Hill, General Atlantic, Caxton-Iseman, The Carlyle Group, KPS, Pegasus, Perseus, Reservoir Capital, Three Cities Research and Wellspring Capital Management, both in traditional control transactions as well as a variety of venture capital and minority investments.

Cross-Border and International M&A

Paul, Weiss has a long history of representing clients in cross-border transactions involving U.S. companies as well as international transactions in which none of the parties involved are U.S. based. For instance, we recently represented The Carlyle Group in the sale of its interest in Taiwan Broadband Communications and in its acquisition of Eastern Multimedia, Taiwan’s largest cable TV operator. To provide just one more example, we represented TCL International Holdings in the global merger of its television manufacturing operations with the equivalent operations of Thomson SA of France. This transaction is one of the most significant examples of the emerging trend toward outbound M&A activity by PRC-based enterprises and establishes a major PRC-controlled multinational manufacturer and distributor of consumer electronics.

Joint Ventures

We have represented many clients on complicated joint ventures and other partnership arrangements. We have special expertise in cross-border joint ventures, which we have played a part in creating in Europe, India, the Middle East and Japan. For example, we represented British Telecom in its 50/50 global venture with AT&T, called Concert Communications, in both its creation and its subsequent unwinding four years later. We negotiated and closed a series of agreements for BT and AT&T to divide and acquire the assets and business of Concert in 90 countries, which the companies achieved while sustaining without interruption the ongoing telecommunications service to customers in each of those countries.