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Hot Topics in Mergers & Acquisitions 2013

 
Author(s): Mark I. Greene, Sarkis Jebejian, R. Scott Falk
Practice Area: Corporate & Securities
Published: Sep 2013
PLI Item #: 42358
CHB Spine #: B2045

MARK I. GREENE

Mark I. Greene is a partner in Cravath’s Corporate Department and serves as the Leader of its International Practice and as Chair of the Firm’s Business Development Group. His practice focuses on mergers and acquisitions, corporate governance and securities matters, including advising on cross-border transactions, private equity deals, complex restructuring transactions, proxy fights, takeover defense, hedge fund activism and global securities offerings.

Mr. Greene has been repeatedly recognized as one of the country’s leading practitioners in the mergers and acquisitions area by, among others, Chambers USA: America’s Leading Lawyers for Business from 2007 through 2014; Chambers Global: The World’s Leading Lawyers for Business in 2011; The Legal 500 from 2011 through 2014; IFLR1000: The Guide to the World’s Leading Financial Law Firms in 2008, 2009, 2013 and 2014; and PLC Which Lawyer? He was recognized by The Legal 500 in 2008 and 2009 for his work in private equity buyouts. Mr. Greene was also named by Lawdragon’s 500 Leading Dealmakers in America in 2007 and by Lawdragon’s 500 Leading Lawyers in America in 2007 and 2009 through 2014. For the five-year period from 2006 to 2010, he was recognized as the second most valuable M&A lawyer in Germany by Welt am Sonntag. He was also ranked fifth in 2006 European M&A by Legal Week magazine.

Mr. Greene counts among his diverse client base Unilever, KPN, Novartis, Saint Gobain, Schneider Electric, The Linde Group, Amdocs, Mylan and Stanley Black & Decker. Notable transactions include representing: Central Garden & Pet Company in connection with a US$1.1 billion unsolicited offer from Harbinger Group Inc.; Mylan Inc. in its pending US$5.3 billion inversion acquisition of Abbott Laboratories’ non-U.S. developed markets specialty and branded generics business; Unilever in connection with numerous M&A transactions, including the US$2.15 billion sale of its North America pasta sauces business under the Ragú and Bertolli brands to Mizkan Group; Integrys Energy Group, Inc. in its pending US$9.1 billion acquisition by Wisconsin Energy Corporation; the special committee of the board of directors of CNH Global N.V. in connection with the merger of Fiat Industrial S.p.A. and CNH Global with and into CNH Industrial N.V.; The Linde Group in its US$4.6 billion acquisition of Lincare Holdings Inc.; Novartis AG in its US$5.5 billion sale of its Gerber business to Nestle S.A.; Schneider Electric S.A. in its US$6.1 billion acquisition of American Power Conversion Corporation; and The Stanley Works in its US$4.5 billion acquisition of The Black & Decker Corporation.

Mr. Greene serves on the Trustee Council of Cornell University and is an Adjunct Professor of Law at Cornell Law School, where he teaches a course on Mergers and Acquisitions. He is also a Trustee of the Randall’s Island Sports Foundation in New York City, serves on the Board of Advisors of the Institute for Law and Economics at the University of Pennsylvania, serves as President of the Board of Trustees of The Allen-Stevenson School in New York City and is a member of the Board of Trustees of The Nightingale-Bamford School in New York City. Mr. Greene is Contributing Editor of Getting the Deal Through: Securities Finance 2013, an overview of regulation in 23 jurisdictions worldwide. Additionally, he co-authored Corporate Law in Germany (2nd edition), an overview of the major principles of German corporate law, and the U.S. section of The Mergers and Acquisitions Review.

Mr. Greene received a B.A. from Cornell University in 1989 and a J.D. from the University of Pennsylvania in 1993. After a clerkship with Hon. Charles Legge of the U.S. District Court for the Northern District of California, he joined Cravath in 1994 and became a partner in 2001.


Scott Falk is a partner in Kirkland’s Chicago office, focusing primarily on mergers and acquisitions and securities offerings for public company clients.  His broad base of experience includes negotiated mergers, tender and exchange offers, joint ventures, acquisitions and divestitures of subsidiaries and divisions of public companies, private placements and public offerings of securities and securities law counseling.  Scott has also structured and negotiated numerous cross-border investments and acquisitions, both in-bound and out-bound.  He has been recognized as a leading lawyer by numerous industry publications, including Chambers USA: America’s Leading Lawyers for Business, The Legal 500 U.S., The Best Lawyers in America and The International Who’s Who of Mergers & Acquisitions Lawyers.

Scott serves as Chairman of the National Philanthropic Board of the American Red Cross in Washington, D.C., immediate past Chairman of the Board of the American Red Cross of Greater Chicago and a board member of the Chicago Humanities Festival.  He also has chaired or co-chaired numerous CLE events, including co-chairing the Practising Law Institute’s annual seminar “Hot Topics in Mergers and Acquisitions” every year since 2006.  In 2012, Scott acted as chairman for the Ray Garrett Jr. Corporate and Securities Law Institute in Chicago, and has chaired several panels at the Garrett Institute on various M&A topics, including the 2015 panel “Hot Topics in M&A.”

Scott earned his J.D. cum laude from Harvard Law School in 1989 and his A.B. magna cum laude in Government from Harvard College in 1985.


Sarkis Jebejian is a corporate partner in Kirkland’s New York office and focuses his practice primarily on mergers and acquisitions, both domestic and cross-border. He also provides governance and other general corporate counseling to clients, boards of directors and investment banks, including in response to shareholder activism.

Sarkis has been repeatedly recognized as one of the country’s leading practitioners in mergers and acquisitions. From 2013 to 2016, Chambers USA recognized him as among the best lawyers in the country for Corporate/M&A, and in 2013, Law360 selected him as an MVP of the Year for M&A. He was also in The International Who’s Who of Merger & Acquisition Lawyers in 2012, and selected as one of the 2012 BTI Client Service All-Stars by Corporate Counsel. BTI lauded him for his exceptional understanding of his clients’ legal and business objectives, including recognizing client goals and providing innovative solutions tailored to meet each client’s specific needs. The Lawyer selected Sarkis as a “Star Partner” in its “Transatlantic Elite 2011” feature for his work in the energy industry. He was also recognized in the 2009-2010 and 2013-2016 editions of The Legal 500 U.S.

Since joining Kirkland in 2013, Sarkis handled transactions including:

  • Talen Energy in its $5.2 billion sale to Riverstone Holdings
  • Nexstar Broadcasting Group in connection with its $4.6 billion acquisition of Media General, ending a six-month public takeover battle during which Nexstar jumped Media General’s previously announced transaction with Meredith Corp.
  • Corning in connection with the unwinding of its 73-year-old Dow Corning joint venture with Dow Chemical in exchange for 100% of a newly formed corporation that will hold a 40% stake in Hemlock Semiconductor Group and approximately $4.8 billion in cash
  • SunEdison Inc. in connection with its negotiation and agreement with activist investor Greenlight Capital regarding various corporate governance initiatives
  • iGate Corp. in its $4 billion sale to Capgemini
  • Infineon Technologies AG in its $3 billion acquisition of International Rectifier
  • Beechcraft in its $1.4 billion sale to Textron
  • Bain Capital and Golden Gate in their $6.9 billion acquisition of BMC Software
  • Golden Gate and Eddie Bauer in the proposed $825 million sale of Eddie Bauer to Jos A. Bank during the hostile bid by Men’s Wearhouse
  • Vista Equity in its $4.3 billion acquisition of TIBCO Software, $1.1 billion acquisition of The Active Network and $1.8 billion acquisition of Marketo
  • Accenture in various transactions, including its $830 million carve-out sale of Navitaire to Amadeus S.A., $375 million acquisition of Procurian, $317 million acquisition of Acquity Group, acquisition of Cloud Sherpas and joint venture with Apax Partners relating to the carve out of Accenture’s Duck Creek Technologies

Sarkis is a graduate of Columbia College and Columbia Law School, where he was a Harlan Fiske Stone Scholar.