James
M.
Dubin
Partner
A senior partner, James M. Dubin served for many years as chair of the firm's Corporate Department and as a member of the firm’s Management Committee. He regularly serves as team leader for the structuring and negotiation of complex domestic and cross-border corporate transactions involving sophisticated merger and acquisition, corporate finance and securities issues.
Mr. Dubin has extensive experience in the acquisition and disposition of public and private companies, both in negotiated transactions and contested takeovers. He has represented acquirors, sellers, targets, independent directors and committees, principal shareholders, dissident shareholders, lenders and advisors. He has particular experience in cross-border M&A transactions, representing foreign investors in U.S. transactions and U.S. corporations in European and Asian acquisitions. By way of example, he represented Carnival Corporation in its successful $7.8 billion cross-border hostile takeover of P&O Princess Cruises plc, a U.K. public company listed on the London Stock Exchange. The transaction created a company with a combined market capitalization of more than $20 billion, and the dual-listed company structure was the first involving a company based in the United States and listed on both the NYSE and the London Stock Exchange. The dual-listed company was also the first to be included on both the S&P 500 and the FTSE 100. He also represented Carnival Corporation in its acquisition of Cunard Ltd. and Conair Corporation in its acquisition of Babyliss, S.A. On the domestic front, he represented Time Warner Inc. in its unsolicited bid for ATT Broadband.
An active participant in the private equity field, Mr. Dubin represents several venture capital firms and funds, as well as their portfolio companies. He is significantly engaged in the leveraged buy-out arena, representing LBO firms and funds, as well as several sophisticated investors. Mr. Dubin has represented several companies, including Metromedia, Inc., Conair Corporation and Berkshire Realty Company, in connection with their MBOs. He has also negotiated employment contracts for numerous individual senior executives and for groups of executives in MBOs and other M&A transactions.
Mr. Dubin represents several public companies on a regular basis, including Carnival Corporation and Emmis Communications Corporation. He also has significant experience in the securities industry, representing numerous investment banks, including Credit Suisse, Morgan Stanley, Goldman Sachs and UBS, in connection with underwritten public offerings, Rule 144A transactions and private placements. He also frequently represents issuers, including the $800 million initial public offering by Polo Ralph Lauren Corporation and the $400 million initial public offering by Carnival Cruise Lines. He had overall responsibility for the financing of the American Airlines Arena in Miami, which was funded by MBIA-insured notes issued in a Rule 144A transaction, and has been involved in several large restructuring transactions on behalf of debtors, major creditors and equity owners, including the Industrial Bank of Japan.
Mr. Dubin serves on the Board of Directors of Conair Corporation. He is chairman of the National Foundation for Advancement in the Arts as well as chairman of The Jewish Guild for the Blind. He is a member of the Board of Governors of the American Ballet Theatre and serves on its Executive Committee. He is also a member of the Board of Trustees of the Presidential Scholars Foundation, the Williston Northampton School, the Jewish Home Lifecare System, the Solomon Schecter School of Westchester and Tel Aviv University. He is a past chairman of the Board of Trustees of the Tel Aviv University School of Law.
Mr. Dubin served as an editor of the
Columbia Law Review and was a Harlan Fiske Stone Scholar.