Mergers and Acquisitions

With nearly 100 M&A partners and well over 200 lawyers in the practice group, we are one of the leading law firms in the world representing companies in complex M&A transactions.

We have extensive experience in all types of domestic and cross-border M&A transactions, including negotiated and contested mergers, stock and asset purchases, tender and exchange offers, spin-offs, restructurings and acquisitions out of bankruptcy, leveraged buyouts, private equity investments and joint ventures.  Our M&A attorneys also provide advice to boards of directors, board committees (including special committees), senior management and shareholders on a wide range of corporate governance matters, including the implementation of anti-takeover defenses and proxy contests.

Our M&A clients benefit from Gibson Dunn’s network of more than 1,100 attorneys located in 17 offices across major financial centers of the Americas, Europe, the Middle East and East Asia.  In the structuring, negotiation and execution of M&A transactions, our M&A attorneys work closely with colleagues in other practice groups, including antitrust, tax, finance and executive compensation, all of which are vital to the success of complex M&A transactions. In addition, Gibson Dunn lawyers have played key roles in regulatory bodies such as the U.S. Securities and Exchange Commission, and they bring their expertise to planning and resolution of the numerous securities and regulatory issues that necessarily accompany the purchase and sale of publicly traded companies.  We also have extensive experience in defending the litigation that often follows the announcement of public company mergers, and have successfully implemented innovative litigation strategies in connection with several recent high profile takeover battles and proxy contests. 

We have extensive M&A experience in every major industry, including health care, pharmaceuticals, retail and consumer products, manufacturing, defense, financial services, asset management companies, consumer finance, professional services, energy, telecommunications, technology, Internet and real estate.

Our M&A client list includes many of the world's preeminent corporations and private equity firms, including Amazon.com, Atmos Energy, Boeing, Cadence Design Systems, Catterton Partners, Computer Sciences, Dole Foods, GE Commercial Finance, GE Capital, Heineken, Hewlett-Packard, Intel, Investcorp Bank, Kraft Foods, Marriott International, MidAmerican Energy, Neustar, Northrop Grumman, Red Hat, Schlumberger, SES S.A., Siemens A.G., St. Jude Medical, Tenet Healthcare, Transamerica Finance Corporation, United Company Rusal, United Defense Industries, Vivendi, Watson Wyatt & Company, Wells Fargo and Williams Companies.  We also represent many of the U.S.'s most prominent investment banks – including Goldman, Sachs & Company, UBS Investment Bank, Citigroup Global Markets and Lazard Freres & Co. – as financial advisors in M&A transactions. 

Recently we have represented:

• Hewlett-Packard in its $11.3 billion acquisition of Autonomy Corporation.
• Transatlantic Holdings, a leading international reinsurance company, in its proposed $3.4 billion merger with Alleghany Corporation, and successful defense against a hostile exchange offer commenced by Validus Holdings.
• Tenet Healthcare in its successful defense against a $7.9 billion unsolicited bid by Community Health Systems.
• Kraft Foods in its successful $19 billion unsolicited acquisition of Cadbury plc, a confectionary company.
• Elliot Advisors UK Limited in its $1.1 billion sale of its interest in Autoroutes Paris-Rhin-Rhône (APRR) to Eiffarie, a provider of construction and concession services.
• Baldor Electric Company in its $4.2 billion sale to ABB Ltd., a developer of power and automation technology.
• CommScope, a provider of communications infrastructure products and services, in its $3.9 billion sale to The Carlyle Group.
• Heineken N.V. in its $7.4 billion acquisition of FEMSA Cerveza, the Mexican and Brazilian beer operations subsidiary of Fomento Economico Mexicano.
• Associated Materials, Inc. in its $1.3 billion sale to Hellman & Friedman, a private equity firm.
• Vivendi in the $5.8 billion sale of its interest in NBC Universal to General Electric as part of Comcast's acquisition of NBC Universal.
• Wells Fargo in its $3.3 billion acquisition of a portfolio of 61 performing US based commercial real estate loans from Irish Bank Resolution Corporation (IBRC).
• Northrop Grumman in connection with the $2 billion spin-off of its shipbuilding business, Huntington Ingalls Industries, to Northrop's stockholders.
• The Special Committee of the Board of Directors of Harbin Electric, a U.S.-listed Chinese manufacturer of electric motors, in its $750 million going private transaction.
• Intel Corporation in its $1.3 billion sale of its minority equity interest in Numonyx, a provider of memory technologies and products, to Micron Technology.
• Lone Star Funds in its proposed $560 million acquisition of Winn-Dixie Stores, a supermarket chain, by BI-LO, an operator of supermarkets and portfolio company of Lone Star Funds.
• The Williams Companies in its $12 billion restructuring by contributing its gas pipeline and domestic midstream businesses plus its limited and general partnership interests in Williams Pipeline Partners into Williams Partners.
• First Reserve Corporation in its equity investment in Barra Energia Petróleo e Gás, a Brazilian oil and gas exploration and production company.
• Louis Dreyfus Highbridge Energy in the $1.9 billion sale of its Midstream Assets business segment, LDH Energy Asset Holdings, to EPT-Regency Midstream Holdings, a joint venture of Energy Transfer Partners and Regency Energy Partners.
• St. Jude Medical in its $1.3 billion acquisition of AGA Medical Holdings, a manufacturer of medical devices used to treat structural heart defects and vascular abnormalities.
• Investcorp Bank BSC in (i) the $730 million sale of Moody International, a provider of technical inspection, staffing, consulting and training services to the energy industry, to Intertek and (ii) the $1.3 billion sale of its portfolio company, American Tire Distributors, to TPG Capital.
• Littlejohn & Co. LLC in the $890 million sale of portfolio company, LJVH Holdings (Van Houtte), a provider of gourmet coffee products, to Green Mountain Coffee Roasters.
• Pace plc in its $475 million acquisition of 2Wire, Inc.
• Spice i2i in its $175 million acquisition of Affinity Capital, an Indonesian manufacturer of mobile telephone equipment.
• Jupiter Global in the acquisition and disposition of interests in various express services companies in Singapore and China.
• Neustar in its $650 million acquisition of Targus Information (TARGUSinfo), a provider of realtime, on-demand information and analytics services.
• Goldman, Sachs & Company as financial advisor to: (i) Beckman Coulter, a developer of diagnostic testing systems and supplies, in its $6.8 billion sale to Danaher Corporation, and (ii) Burger King in its $4 billion acquisition by 3G Capital.
• Citigroup Global Markets, Inc. as financial advisor to: (i) Roche Holding in its $5.7 billion unsolicited offer to acquire of Illumina, a provider of integrated systems for DNA sequencing, (ii) Bristol-Myers Squibb in its $2.5 billion acquisition of Inhibitex, a biopharmaceutical company, and (iii) Express Scripts in its $29.1 billion acquisition of Medco, a pharmacy benefits management firm and mail order pharmacy
• UBS Investment Bank as financial advisor to: (i) International Paper in its $4.3 billion unsolicited tender offer for Temple-Inland, a manufacturer of corrugated packaging, and (ii) MSCI in its $1.5 billion acquisition of Riskmetrics Group, a provider of risk management corporate governance services.
• Lazard Freres & Co. as financial advisor to: (i) Alcon in its $12.9 billion acquisition by Novartis, and (ii) Continental Airlines in its $3 billion merger with United Airlines.
• Centerview Partners as financial advisor to Motorola Mobility Holdings in its $12.5 billion sale to Google.