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Hot Topics in Mergers & Acquisitions 2015

 
Author(s): Sarkis Jebejian, R. Scott Falk, Eric L. Schiele
Practice Area: Corporate & Securities
Published: Oct 2015
PLI Item #: 57558
CHB Spine #: B2195

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.


Eric Schiele is a partner in Cravath’s Corporate Department.  His practice primarily encompasses mergers and acquisitions and general corporate and board advisory work, including hedge fund activism.

Corporate clients that Mr. Schiele has represented include, among others, Time Warner, Time Inc., Turner Broadcasting, Heinz, 3G Capital, Anheuser-Busch InBev, Yahoo, Honeywell, DreamWorks Animation, Johnson & Johnson, Zale Corporation, Graham Holdings (formerly The Washington Post Company), Toll Brothers, IBM, Sapient and Xerox.  Mr. Schiele has also regularly represented a number of financial institutions, including J.P. Morgan, Goldman, Sachs & Co. and Credit Suisse.  His representative transactions include representing:

  • Honeywell in its $300 million sale of Honeywell Technology Solutions to KBR, the spin-off of its Resins and Chemicals business into a new independent public company, AdvanSix, and its $90 billion proposal to acquire United Technologies
  • The Strategic Review Committee of the Board of Directors of Yahoo in the pending $4.83 billion acquisition of Yahoo’s operating business by Verizon
  • DreamWorks Animation in its $4.1 billion sale to Comcast, its acquisition of Classic Media and the formation of Oriental DreamWorks with China Media Capital and Shanghai Media Group
  • Xerox in its proposed separation into two independent publicly traded companies
  • Anheuser-Busch InBev in its pending $107.7 billion acquisition of SABMiller and the pending $12 billion sale of SABMiller’s U.S. and global Miller branded businesses to Molson Coors
  • Montpelier Re Holdings in its $1.83 billion acquisition by Endurance Specialty Holdings
  • H.J. Heinz and 3G Capital in Heinz’s $60 billion merger with Kraft Foods Group to form The Kraft Heinz Company
  • Graham Holdings in its spin-off of Cable ONE
  • Sapient in its $3.7 billion acquisition by Publicis
  • The transaction committee of the board of directors of Norwegian Cruise Line in the $3.025 billion acquisition of Prestige Cruises International by Norwegian
  • Time Warner on a number of acquisition, divestiture and capital markets transactions, including the unsolicited proposal from 21st Century Fox to acquire Time Warner, its spin-off of Time Inc., its spin-off of AOL, its spin-off of Time Warner Cable and its acquisition of 100% of truTV, as well as various debt capital markets transactions for aggregate proceeds of approximately $17 billion, and related debt tender offers
  • Green Brick Partners (formerly BioFuel Energy) in its $275 million acquisition of the equity interests of JBGL Builder Finance and certain subsidiaries of JBGL Capital from Greenlight Capital and James R. Brickman
  • Graham Holdings in its $1.1 billion split-off transaction with Berkshire Hathaway
  • Zale Corporation in its $1.46 billion sale to Signet Jewelers
  • Toll Brothers in its $1.6 billion acquisition of the home building business of Shapell Industries
  • The Washington Post Company in the $250 million sale of its newspaper publishing businesses, including The Washington Post newspaper, to Jeff Bezos
  • Kraft in the spin-off of its $30 billion North American grocery business
  • IBM in several public and private transactions, including its acquisitions of SoftLayer Technologies, Ascential and Micromuse and the sale of its worldwide customer care business process outsourcing services business to SYNNEX
  • Turner Broadcasting in its split-off of the Atlanta Braves
  • Time Inc. in the sale of its Parenting Group, Time4 Media and Grupo Expansión businesses
  • Starbucks Coffee in its $620 million acquisition of Teavana
  • Flagstone Reinsurance Holdings in its $623 million sale to Validus Holdings
  • A collection of different companies in connection with merger and acquisition transactions in the pharmaceuticals industry, including Johnson & Johnson in its acquisition of Omrix Biopharmaceuticals, Millipore Corporation in its acquisition of Serologicals, Biovail Corporation in its financing in connection with its merger-of-equals with Valeant Pharmaceuticals and in its acquisition of the worldwide tetrabenazine business of Cambridge Labs
  • Various clients in PIPE transactions, including Zale Corporation in its review of financing alternatives and its PIPE financing with Golden Gate Capital and Jacobs Private Equity in its control-PIPE acquisition of XPO Logistics
  • Chevron Corporation in its contested acquisition of Unocal
  • The Board of Directors of MCI in connection with the contested acquisition of MCI by Verizon
  • Sprint in its merger with Nextel
  • The Brink’s Company in its sale of BAX Global
  • Mr. Schiele has also represented a number of different clients in connection with hedge fund activism defense, including Hologic in its engagement with Carl Icahn and numerous other companies in non-public activism situations.

Mr. Schiele was recognized for his M&A work by the 2015 and 2016 editions of Chambers USA: America’s Leading Lawyers for Business and the 2015 and 2016 editions of IFLR1000.  He has also been recognized by The Legal 500 for his skill in the capital markets arena from 2011 through 2013, for his transactional work in the telecoms and broadcast industry in 2014, and for his transactional work in the technology industry in 2015.  Mr. Schiele was named to Lawdragon’s 500 Leading Lawyers in America in 2016.  He is a frequent speaker on M&A topics, including co-chairing PLI’s Hot Topics in Mergers and Acquisitions conference in both 2014 and 2015.

Mr. Schiele was born in Columbus, Ohio.  He received a B.A. summa cum laude from Ohio Wesleyan University in 1996 and a J.D. with Highest Honors from the University of Texas School of Law in 2000, where he was a member of the Chancellors honor society and an Associate Editor of the Texas Law Review.  He joined Cravath in 2000 and became a partner in 2008.  Mr. Schiele currently serves as the Firm’s Corporate Hiring Partner.

Mr. Schiele may be reached by phone at +1-212-474-1788 or by email at eschiele@cravath.com.