Practice - Corporate

A Preeminent Corporate Practice. Wachtell Lipton regularly handles many of the largest, most complex and demanding transactions in the United States and around the world. We counsel both public and private acquirors and targets, advising on a wide range of corporate matters, including

We also counsel companies, and their boards of directors, on corporate disclosure, governance and policy issues.

Our clients include enterprises of virtually every nature, in the United States and around the world, including financial institutions, securities and private equity firms, and industrial, healthcare, pharmaceutical, technology, energy and media companies, including many Fortune 500 companies and other leading enterprises.

Creativity in Service of Our Clients. Wachtell Lipton has repeatedly contributed to major evolutions in corporate law in order to advance the interests of its clients. Among other things, Wachtell Lipton originated the so-called "poison pill"; structured the first cross-border "Morris Trust" transaction, between SmithKline Beckman and Beecham; and has been involved in the transactions giving rise to most of the landmark corporate governance decisions in Delaware, including the Household, Revlon, Newmont Mining, Macmillan, Interco, Time Warner, QVC and IBP decisions.

Examples of Our Work. Wachtell Lipton consistently ranks at the very top rank of legal advisors by transaction dollar volume, notwithstanding that all of our major competitors are significantly larger than we are. Over the past eight years, we have been the legal advisor on 7 of the 10 largest transactions in the United States and 5 of the 10 largest transactions globally, as well as numerous other acquisition and restructuring transactions across many industries and of every description. Following are examples of some of our recent activity in a variety of areas.

Recent major U.S. M&A representations have included:

Schering-Plough in its $41 billion acquisition by Merck
Wyeth's board of directors in the pending acquisition of Wyeth by Pfizer for $68 billion
Rohm and Haas in its $18.8 billion sale to Dow Chemical
Bank of America in its $19 billion acquisition of Merrill Lynch
The United States Department of the Treasury in connection with the conservatorship of, and $100 billion contingent equity investment in, each of Fannie Mae and Freddie Mac
Wells Fargo in its $15 billion acquisition of Wachovia Corporation
JPMorgan Chase in its acquisition of Bear Stearns
Bancroft Family in News Corp.'s $5.6 billion acquisition of Dow Jones & Co.
CenturyTel, Inc. in its $11.6 billion merger with EMBARQ
BEA Systems in its $8.5 billion sale to Oracle
ConocoPhillips in its $35 billion acquisition of Burlington Resources
Delta Air Lines Inc. in its $3.6 billion merger with Northwest Airlines Corporation
ALLTEL in its $27 billion LBO by Goldman Sachs and TPG and its $28.1 billion sale to Verizon Wireless
Apollo Management and Texas Pacific Group in their $27.8 billion buyout of Harrah's Entertainment
Goldman Sachs, AIG, Carlyle and Riverstone Holdings, in their $22 billion buyout of Kinder Morgan.

Recent major cross-border or non-U.S. M&A representations have included:

Alcoa Inc in its $1.2 billion joint venture with Aluminum Corporation of China with respect to an investment in Rio Tinto plc
Morgan Stanley in its $9 billion sale of equity securities to Mitsubishi UFJ Financial Group
Acciona in its €42.5 billion acquisition of Endesa in partnership with Enel
Bank of America in its $21 billion acquisition of ABN Amro's LaSalle Bank, in connection with the €70 billion acquisition of ABN Amro
Iscar in its $5 billion acquisition by Berkshire Hathaway
Unocal in its acquisition by Chevron for $16.6 billion, and in responding to the $18.5 billion over-bid by CNOOC Limited
Sanofi in its successful €47.8 billion hostile exchange offer for Aventis
The New York Stock Exchange in its mergers with Euronext and Archipelago
VoiceStream Wireless (now T-Mobile USA) in its $55 billion acquisition by Deutsche Telekom
WalMart in its $1.9 billion investment in The Seiyu, Ltd., its attempted $5.5 billion acquisition of Safeway plc in the UK, and its $500 million acquisition of Bompreco Stores (Brazil) from Royal Ahold.

Shareholder Activism. Wachtell Lipton is a leading defender of companies that are under attack by shareholder activists. We have advised numerous public companies, including Target, Motorola, BEA Systems, Office Depot, Longs Drugs, Lionsgate, Convergys, Ramco Gershenson and EnPro Industries, in responding to activist shareholders such as Carl Icahn, Pershing Square and JANA Partners as well as other hedge fund and corporate governance activists.

Corporate Governance. Wachtell Lipton is a thought leader in the area of corporate governance, and represented the NYSE in connection with the Exchange's listing standards and corporate governance initiatives for listed companies. The firm has represented a number of major corporations in connection with corporate governance and related matters, and has advised special committees of boards of directors, including Novartis, Publicis and National Australia Bank, in connection with corporate governance investigations and related matters.