Adam O. Emmerich practices in Wachtell Lipton's corporate department, focusing primarily on mergers and acquisitions, securities law matters, and corporate governance. His practice has included a broad and varied representation of public and private corporations and other entities in a variety of industries throughout the United States and globally, in connection with mergers and acquisitions, divestitures, spin-offs, joint ventures and financing transactions. He also has extensive experience in takeover defense.
Adam is recognized as one of the 500 leading lawyers in America by Lawdragon, as one of the world’s leading lawyers in the field of Mergers and Acquisitions in theChambers Guide to the World’s Leading Lawyers, as an expert in each of M&A, Corporate Governance and M&A in the real estate field by International Who's Who of Business Lawyers, and as an expert both in M&A and in Corporate Governance byEuromoney Institutional Investor’s Guides, in their World’s Leading Mergers and Acquisitions Lawyers and Best of the Best USA 2012 Corporate Governance.
Among the transactions in which he has taken a leading role include representing: Publicis Groupe SA in its $35.1 billion merger with Omnicom; the Special Committee of the Board of Directors of Activision Blizzard in an $8.2 billion purchase of shares of Activision from Vivendi, S.A., its controlling stockholder, by Activision and an investment vehicle formed by Activision's CEO Bobby Kotick and Co-Chairman Brian Kelly; the Wertheimer family and IMC International Metalworking Companies B.V. in Berkshire Hathaway’s $2.05 billion purchase from the Wertheimer family of the 20% stake in IMC it did not already own; Casino Guichard Perrachon SA in connection with its acquisition of control of Grupo Pão de Açúcar; Deutsche Telekom and T-Mobile USA in the agreed combination of T-Mobile and MetroPCS Communications at a $30 billion enterprise valuation; América Móvil, S.A.B. de C.V. in its acquisition of 21% of Telekom Austria AG; GlaxoSmithKline in its unsolicited offer and acquisition of Human Genome Sciences for $3.6 billion; Sunrise Senior Living in connection with its sale to Health Care REIT, in transactions involving total investment by Health Care REIT of $4.3 billion; Deutsche Telekom in its agreed $39 billion sale of T-Mobile to AT&T; AMB Property Corporation in its $15 billion merger with ProLogis, to create a REIT with combined assets owned and under management of $46 billion; Google in its participation in the Nortel patent auction; Grupo Prisa in its $1.5 billion transaction with Liberty Acquisition; the board of Wyeth in its $68 billion acquisition by Pfizer; Simon Property Group in connection with its offer to acquire General Growth Properties for $31 billion; Swarth Investments in the sale of its controlling interest in GVT (Holding) SA, Brazil to Vivendi in a transaction valuing GVT at $4.2 billion; Alcoa in the $14 billion investment in Rio Tinto by Chinalco and Alcoa; the $4.7 billion acquisition of Constellation Energy by MidAmerican Energy; Iscar in its $5 billion acquisition by Berkshire Hathaway, and Iscar in its $1 billion acquisition of Tungaloy of Japan; Acciona in its €43.7 billion acquisition with Enel of Endesa and in relation to EON’s offer for Endesa; Tishman-Speyer and Lehman Brothers in their $22.2 billion acquisition of Archstone-Smith; Vornado, Starwood Capital and Walton Street in their $39 billion bid to buy Equity Office Properties; Man Group’s purchase of Refco’s regulated futures business in Refco’ s bankruptcy proceeding; Taubman Centers’, Dana’s and Circuit City’s successful defenses of hostile takeover attempts by Simon Property Group, ArvinMeritor and Highfields Capital, respectively; the acquisition by Wal-Mart of an interest in Seiyu in Japan and in transactions in Brazil, China, Puerto Rico and the UK; MacAndrews & Forbes in its recapitalization of Revlon; Cable & Wireless in its exit from its U.S. activities; the successful $6 billion unsolicited offer by Public Storage for Shurgard; The Mills Corporation in its $7.8 billion sale to a partnership of Simon Property Group and Farallon; the acquisition by Morgan Stanley and Onex of Town & Country; Lend Lease in the sale of its U.S. businesses; MetLife in a variety of transactions; the acquisition by Raytheon of the defense business of Hughes Electronics from GM, and Raytheon’s acquisition of Texas Instruments defense business and sale of its Amana appliance unit; the Cisneros family of Venezuela in transactions with Coca-Cola and Bell South; Seagram/Universal’s acquisition of Viacom’s interest in USA Network; and MCA’s sale to Matsushita.
After serving as a law clerk to Judge Abner J. Mikva, of the United States Court of Appeals for the District of Columbia Circuit, Adam joined the firm in 1986 and was named partner in 1991. He attended Swarthmore College and The University of Chicago, from which he received his J.D. with honors. While at the University of Chicago, Adam served as topics and comments editor of The University of Chicago Law Review, was elected to the Order of the Coif, and was the recipient of an Olin Fellowship in law and economics. He is a frequent author and speaker on topics relating to mergers and acquisitions and corporate governance, including at MIT’sSloan Convocation and on India’s CNBC-TV18.
Adam is co-chair of the International Institute for the Study of Cross-Border M&A, co-chair of the advisory board of New York University’s REIT Center for the Study of Public Real Estate Companies, and a member of the American Law Institute. He has served as co-chair of the NYU Real Estate Institute’s Annual Symposium on REITs since its inception. He is a member of the Corporate Academic Bridge Group of the NYU Pollack Center for Law & Business, and a frequent contributor to the Harvard Law School Forum on Corporate Governance and Financial Regulation. Adam serves on the board of directors of the American Friends of the Israel Museum, and as president of the Friends of the Israel Antiquities Authority and also of the Friends of Rambam Medical Center. He was previously a member of the board of directors of the Lawyers Alliance for New York, the Visiting Committee of the University of Chicago Law School, The Ramaz School and co-chair of the Young Lawyers Division of the UJA-Federation in New York.
Adam lives in Manhattan with his wife, two daughters and son.
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