Dennis J. Friedman

Dennis J. Friedman is a partner in the New York office of Gibson, Dunn & Crutcher.  He has led the Firm’s mergers and acquisitions practice and global expansion for many years, having served on the Firm’s Executive Committee and its International Management Committee and as Co-Chair of the Mergers and Acquisitions Practice Group.  He is a widely recognized corporate lawyer with extensive experience in the mergers and acquisitions, corporate governance and capital markets areas.  In addition to his 35-plus year legal career, Mr. Friedman was an investment banker at several major Wall Street firms, where he was a senior M&A banker and also the head of a merchant banking group (1986 to 1992). 

Mr. Friedman is consistently regarded as one of the top M&A lawyers in New York and globally.  Mr. Friedman has been ranked as a leading M&A lawyer by Chambers USA: America’s Leading Lawyers for Business, Chambers Global: The World’s Leading Lawyers for Business, The Legal 500 US edition, The Best Lawyers in America^®, The International Who’s Who of Merger & Acquisition Lawyers, Euromoney’s Guide to the World’s Leading Merger & Acquisition Lawyers, U.S. News Best Lawyers, New York Magazine’s Best Lawyers in New York and a Law360 MVP for Merger and Acquisitions.

Mr. Friedman represents both domestic and foreign entities, boards of directors, special board committees and investment banks in many of the world’s largest mergers and acquisitions, cross-border transactions and unsolicited takeover offers.  He also represents hedge funds and private equity funds in their M&A activity.  Mr. Friedman advises clients in connection with board governance issues, conflicts of interest, restructurings and recapitalizations and advises individuals and funds with respect to their investment activities.

Mr. Friedman is a frequent speaker at seminars in the United States and abroad on issues relating to corporate governance, mergers and acquisitions, joint ventures and securities offerings. He also has co-authored numerous publications on SEC rules and Delaware corporate law issues.  He is also a member of the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania.

Mr. Friedman earned his Juris Doctor in 1969 from the Georgetown University Law Center, where he served as Articles Editor of the Georgetown Law Journal.  He received his undergraduate degree in economics from the University of Pennsylvania, Wharton School of Finance, in 1966.

Selected Mergers and Acquisitions Transactions

• Hewlett-Packard:  Representation of Hewlett-Packard in connection with its acquisition of Autonomy Corporation plc and other matters.
• AOL:  Representation of AOL in connection with various matters including its successful defense against Starboard Capital’s proxy contest.
• InterDigital:  Representation of InterDigital in connection with its exploration strategic alternatives.
• Dresser Rand:  Representation of Dresser Rand in connection with various transactions.
• Williams Companies:  Representation of Williams Companies in connection with its bid for Southern Union.
• Transatlantic Holdings:  Representation of Transatlantic Holdings in connection with its acquisition by Allied World Holdings and in defense of Validus’s unsolicited bid for Transatlantic.
• Large Public Company:  Representation of several large public companies in connection with proposed sales.
• Tenet Healthcare:  Representation of Tenet Healthcare in connection with defeating the Community Health System’s unsolicited offer and proxy contest.
• Northrop Grumman:  Representation of Northrop Grumman in connection with its spinoff of its shipping business.
• Del Monte Foods:  Representation of Del Montes Foods in its sale to a group of private equity firms, led by Kohlberg Kravis Roberts & Co. LP.
• Baldor Electric:  Representation of Balder Electric in its sale to ABB.
• Kraft Foods:  Representation of Kraft Foods in its unsolicited bid to acquire Cadbury.
• Red Hat:  Representation of Red Hat in connection with various transactions.
• Alcon: Representation of Alcon’s largest minority shareholders in connection with the offer by Novartis to acquire Alcon.
• Vivendi Universal: Representation of Vivendi Universal in its sale to General Electric of its interest in NBC Universal.
• Stroz Friedberg:  Representation of Stroz Friedberg in connection with sale of control.
• Major Retailer:  Representation of a major retailer in acquisitions and divestitures worldwide.
• Large Industrial Company:  Representation of a large U.S. industrial company in connection with a major acquisition of another public company.
• Major U.S. Industrial Companies:  Representation of a number of large U.S.-based industrial companies in connection with activist investors.
• Realm Partners:  Representation of Realm Partners in connection with its investment matters.
• Third Point:  Representation of Third Point in connection with its investment matters.
• Emulex Corporation:  Representation of Emulex in connection with defeating Broadcom Corporation’s unsolicited tender offer and threatened proxy contest.
• iBasis:  Representation of iBasis in connection with defeating KPN N.V.’s unsolicited tender offer.
• Dubai Group:  Representation of Dubai Group in connection with its purchase of 28% of NASDAQ, its acquisition of 28% of the London Stock Exchange and its bid for OMX of Sweden.
• Rusal:  Representation of Rusal in its merger with Sual and Glencore.
• Basic Element:  Representation of Basic Element in connection with its purchase of joint control of Magna International.
• Dubai Financial:  Representation of Dubai Financial in its attempt to acquire a U.S.-based financial services company out of bankruptcy.
• SES Global:  Representation of SES Global in connection with acquisitions and divestitures.
• Hedge Fund Representation:  Representation of several hedge funds in their investment activities.
• WellChoice:  Represented WellChoice in its sale to WellPoint.
• Ask Jeeves:  Represented Ask Jeeves in its sale to InterActiveCorp.
• KAO Corporation:  Represented KAO in its acquisition of John Frieda Professional Hair Care.
• WhiteWave:  Sale of White Wave to Dean Foods.
• Quadrangle Group:  Represented Quadrangle Group in a variety of transactions, including the acquisition of GoodTimes Entertainment Company and an equity position in Cablevision.

Selected Board of Directors and Special Board Committee Representations

• Hewlett-Packard:  Advice to the Board of Directors in connection with ongoing matters.
• PepsiCo.:  Advice to the Board of Directors in connection with ongoing matters.
• Yahoo!:  Advice to the independent directors on the slate of Third Point in connection with its proxy contest for Yahoo!
• AOL:  Advice to the Board of Directors in connection with ongoing matters.
• Och-Ziff:  Advice to the Board of Directors in connection with ongoing matters.
• Tenet Healthcare:  Advice to Board of Directors with regard to restructuring Board composition and changes in management, as well as advice in connection with responding to a proposed hostile proxy contest and ongoing matters.
• Red Hat:  Advice to the Board of Directors in connection with ongoing matters.
• Standard Register:  Advice to the Board of Directors in connection with ongoing matters.
• Pitney Bowes:  Representation of Pitney Bowes in connection with ongoing matters and divestitures.
• Primedia:  Representation of the Independent Directors and Audit Committee in connection with its sale to TPG Capital.
• Fushi Copperweld: Advice to the Special Committee of the Board of Directors in response to an acquisition bid by its controlling stockholders.
• Allstate:  Advice to the Board of Directors in connection with governance matters.
• Northrop Gruman:  Advice to the Board of Directors in connection with certain strategic alternatives, including the spinoff of its shipbuilding business.
• Celanese:  Advice to the Board of Directors in connection with ongoing matters.
• Charter Communications:  Advice to the Board of Directors in connection with ongoing matters prior to its restructuring.
• Revlon:  Representation of Special Committee of the Board of Directors in connection with investments by its controlling shareholder, MacAndrews and Forbes Holdings, Inc.
• PanAmSat: Advised Board of Directors in connection with ongoing matters and its acquisition by Kohlberg, Kravis & Roberts.
• Broadwing:  Advised Board of Directors in connection with the reorganization of its management structure and sale of Broadwing Communications Services to C III Communications.
• MONY:  Advice to Board of Directors and Compensation Committee in conjunction with change of control agreements.
• Visa:  Advice to Board of Directors in connection with restructuring of company.
• Centennial Communications:  Advice to Special Committee in connection with an investment by its majority shareholder, Welsh Carson Anderson & Stowe.
• Tommy Hilfiger U.S.A.:  Represented the Special Committee of the Board of Directors in connection with several transactions with affiliates of Tommy Hilfiger.

Investment Banks

• Representation of Lazard as financial advisor to:  GlaxoSmithKline in its acquisition of Human Genome Sciences, Walgreen Co. in its acquisition of an equity interest in Alliance Boots GmbH, the Johnson Family, majority holders of Diversey Holdings in the acquisition of Diversey by Sealed Air, Playboy Enterprise in its sale to Hugh Hefner, Alcon in its acquisition by Novartis, Astellas Pharma in its hostile offer for CV Therapeutics, and Mitsubishi in its investment in Morgan Stanley.
• Representation of Lazard and Morgan Stanley as financial advisors to Continental Airlines in its merger with United Airlines.
• Representation of Goldman Sachs as financial advisor to:  Tekelec in its sale to a private equity consortium led by Siris Capital Group, Casey’s General Store in its response to a hostile bid from Alimentation Couche-Tard Inc., Bare Essentials in its sale to Shiseido, and the Special Committee of the Board of Directors of Bright Horizons Family Solutions in its sale to an affiliate of Bain Capital Partners.
• Representation of Goldman Sachs and Lehman Brothers, Inc. as financial advisors to Yahoo!, Inc. in its defense of an unsolicited bid by Microsoft.
• Representation of Barclays/Lehman Brothers as financial advisor to:  Stryker in its acquisition of the assets of the Neurovascular division of Boston Scientific, Abbot Laboratories in its acquisition of Solvay Pharmaceuticals, and Take-Two Interactive Software in response to a hostile offer by Electronic Arts.
• Representation of UBS as financial advisor to:  International Paper in its hostile offer for Temple-Inland, MSCI in its acquisition of Riskmetrics Group; Takeda Pharmaceutical in its acquisition, of Millennium Pharmaceuticals; and Dell in its acquisition of Compellent Technologies.
• Representation of Citigroup as financial advisor to:  Express Scripts in its acquisition of Medco, Astellas Pharma Inc. in connection with its cash tender offer for the common stock of OSI Pharmaceuticals and Rehab Care Group in its acquisition by Kindred Healthcare.
• Representation of Centerview Partners LLC as financial advisor to:  Motorola Mobility in its acquisition by Google, Jo-Ann Stores in its acquisition by Leonard Green & Partners, and DIRECTV in its recapitalization.
• Representation of Bank of America as financial advisor to NBTY, in its acquisition by The Carlyle Group.
• Representation of Perella Weinberg as financial advisor to Eclypsis in its merger with Allscripts.
• Representation of HSBC as financial advisor to the Board of Suez in its merger with Gaz de France.
• Representation of Sagent as financial advisor to Genworth Financial in its repurchase of shares of its controlling shareholder.