James
H.
Schwab
Partner
A partner in the Corporate Department and chair of the firm’s Media and Entertainment Group, James H. Schwab has a broad mergers and acquisitions and corporate finance practice. He has been directly involved in the general representation of a number of publicly traded and privately held companies, and has represented strategic and financial buyers and sellers of private and public companies, with extensive experience in media, entertainment, technology and related industries.
Mr. Schwab’s background in public company transactions includes both negotiated and contested acquisitions and dispositions, as well as proxy contests and the representation of special committees. In the private company context, Mr. Schwab has substantial experience in strategic joint ventures among industry participants and traditional purchase and sale transactions representing both strategic and financial investors.
His experience includes:
- advising Warner Communications in its acquisition of Lorimar Telepictures and in the subsequent merger to create Time Warner;
- representing the independent directors of International Family Entertainment in the acquisition of IFE by Fox Kids Worldwide;
- representing the special committee of the board of directors of Jack Kent Cooke, Inc. in connection with the sale of the Washington Redskins;
- serving as counsel to David Geffen in the formation of DreamWorks LLC;
- advising Time Warner in the formation of several cable television joint ventures and the joint ventures to create Court TV, the Columbia House Record Company, the Quincy Jones-David Salzman production company and the "Road Runner" high speed Internet access service;
- the sale of Calvin Klein, Inc. to Phillips Van-Heusen;
- the sale of Columbia House to The Blackstone Group; and
- the restructuring of Time Warner’s cable television, film and programming divisions.
Recent transactions include:
- the formation of Sony BMG Music Entertainment, a joint venture between Sony and Bertelsmann; as well as Sony’s subsequent agreement to acquire Bertelsmann’s interest in Sony BMG;
- Viacom/MTV's acquisition of iFilm;
- the DreamWorks Animation spin-off and IPO and the sale of DreamWorks movie studio to Paramount;
- the formation and capitalization of The Weinstein Company on behalf of Harvey and Bob Weinstein;
- the restructuring of Sony/ATV, a music publishing joint venture between Sony and the late Michael Jackson;
- the formation of OWN, the Oprah Winfrey Network, a 50/50 joint venture between Discovery Communications and certain affiliates of Ms. Winfrey;
- the formation of a 50/50 joint venture between Discovery Communications and Hasbro to operate a children’s cable television network;
- the acquisition of CKx, Inc., an owner of rights to the American Idol franchise and the Elvis Presley estate, by an affiliate of Apollo Global Management; and
- the pending process by Martha Stewart Omnimedia to explore strategic alternatives.
Mr. Schwab’s practice also includes advising the investment banking, proprietary risk arbitrage, research analyst and institutional client groups of leading investment banks on mergers and acquisitions transactions. Among other matters, he has acted as counsel to the financial advisors to:
- Viacom in its acquisition of Paramount Communications, as well as its subsequent acquisition of Blockbuster Entertainment;
- Tracinda Corporation in its proxy contest for Chrysler;
- Time Warner in its acquisition of Turner Broadcasting;
- British Telecom in its proposed acquisition of MCI;
- Conrail in its merger with CSX;
- Inamed in its proposed merger with Medicis and subsequent unsolicited offer from Allergan;
- First Data in its acquisition by Kohlberg Kravis Roberts; and
- Wyeth in its acquisition by Pfizer.
During his career, Mr. Schwab served as the Senior Vice President - Digital Media Business Development at NBC and as Vice President and Special Counsel to the Chairman of Time Warner Inc.
Mr. Schwab has served as a member of the Committee on Negotiated Acquisitions, the Editorial Subcommittee of the Business Law Section of the American Bar Association and as Chairman of the Legal Committee of the National Academy of Television Arts and Sciences. He currently serves as a member of the Board of Directors of the Foundation for Educating Children with Autism, Inc., served as co-founder and member of the Board of Directors of the Autism Coalition for Research and Education (now Autism Speaks) and serves as a member of the Devereux Foundation's Board of Trustees and New York Advisory Council. He has been recognized as a leading lawyer in corporate, media, mergers and acquisitions, entertainment and technology law by
Chambers USA,
Legal 500 and
Best Lawyers in America. Additionally, in 1998 Mr. Schwab was named as one of
Crain's New York Business "40 Under 40."