Ross Fieldston

Ross Fieldston is a Partner in the Corporate Department and a member of the Mergers and Acquisitions practice group. He has significant experience with public company mergers, private acquisitions, proxy contests, joint ventures, hostile defense transactions and public and private securities offerings.

Experience

Some of Ross' recent representations include:

• Ericsson AB in its global business and technology alliance with Cisco Systems, Inc. to accelerate network transformation through reference architectures and joint development, systems-based management and control, a broad reseller agreement, and collaboration in key emerging market segments;
• Platform Specialty Products Corporation in its $2.3 billion acquisition by way of a U.K. scheme of arrangement of all of the issued and outstanding shares of Alent;
• Time Warner Cable in its $78.7 billion merger with Charter Communications (pending);
• AGS, a designer and manufacturer of gaming products for the casino floor and a portfolio company of Apollo Global Management, in its $382 million acquisition of Cadillac Jack, a designer and supplier of electronic games and systems for the regulated global gaming industry;
• Grupo Salinas in its $2.5 billion sale of Iusacell to AT&T;
• Janus Capital Group Inc. in its acquisition of VS Holdings Inc., parent company of exchange-traded products provider VelocityShares;
• Time Warner Cable in its $45.2 billion stock-for-stock merger with Comcast Corporation (terminated);
• Time Warner Cable in its response to unsolicited acquisition proposals by Charter Communications;
• Private investors in their acquisition of the Florida Panthers of the National Hockey League;
• MacAndrews & Forbes Holdings Inc. and its indirect, wholly owned subsidiary, Harland Clarke Holdings Corp., in the sale of its subsidiary, Harland Financial Solutions, to Davis + Henderson Corporation for $1.2 billion;
• Hunt Capital Partners, LLC, the affordable housing division and an affiliate of Hunt Companies, Inc., in the acquisition of Centerline Holding Company;
• Marcato Capital Management, together with Oskie Capital Management, in their proxy contest and settlement with Lear Corporation, which included an agreement with Lear to accelerate its existing $1 billion share repurchase program, authorize a new $750 million share repurchase program and expand Lear's Board of Directors from eight to nine members to add a new member mutually acceptable to Lear, Marcato and Oskie;
• Time Warner Cable in its agreement to become the charter distributor of SportsNet LA, the new regional television network for the Los Angeles Dodgers beginning with the 2014 Major League Baseball season;
• Janus Capital Group Inc. in its strategic alliance with The Dai-ichi Life Insurance Company, Limited, under which Dai-ichi Life will invest $2 billion of its general account assets with Janus and acquire 15 percent to 20 percent of Janus' common stock;
• General Atlantic and Oak Hill Capital Partners and their respective associated investment funds in the sale of common shares of Genpact Limited to affiliates of Bain Capital Partners for approximately $1 billion and their portion of an approximately $500 million special cash dividend by Genpact to all shareholders; and
• Great Wolf Resorts, Inc. in its sale to an affiliate of Apollo Global Management, LLC for approximately $798 million, including the assumption of the company's outstanding debt, through a cash tender offer.

 Prior to joining Paul, Weiss, Ross had represented:

• The Clorox Company in its response to the $12.5 billion unsolicited acquisition proposal from Carl C. Icahn;
• Deutsche Telekom in its proposed $39 billion sale of T-Mobile USA to AT&T;
• Thermo Fisher Scientific in its $2.1 billion tender offer for Dionex Corp.;
• Bank of America in its $9.5 billion merchant services joint venture with First Data Corporation;
• Wells Fargo in its May 2009 and December 2009 public offerings of common stock totaling $21.1 billion;
• Bank of America in its merger with Merrill Lynch;
• Delta Air Lines in its $3.6 billion merger with Northwest Airlines;
• JPMorgan Chase in its merger with Bear Stearns;
• Merrill Lynch in its $12.8 billion private issuance of common and preferred equity to Temasek Holding, Davis Selected, Korea Investment Corporation, Kuwait Investment Authority, Mizuho Corporate Bank, Olayan Group, New Jersey Common Pension Fund, T. Rowe Price and TPG-Axon Capital Management;
• Bank of America, JPMorgan Chase, and J.C. Flowers in their proposed $25.2 billion leveraged buyout of Sallie Mae;
• A.G. Edwards in its $6.8 billion merger with Wachovia Corporation;
• Caremark Rx in its response to a hostile tender offer by Express Scripts and in its $27 billion merger with CVS Corp.; and
• Thermo Electron in its $12.8 billion merger with Fisher Scientific International.

Ross participates regularly in speaking engagements on corporate and M&A matters. Recent speaking engagements include:

• "Defending Against an Activist Campaign," 6^th Annual Active-Passive Investor Summit, April 2015;
• "What's 'Market' in Merger Agreements?"2015 Tulane Corporate Law Institute, March 2015;
• "Risk Mitigation Strategies for Potential Activism Targets," Activist Investing in Canada 2014, October 2014;
• "Delaware Law Developments 2014: What All Business Lawyers Need to Know," Practising Law Institute, June 2014; and
• "Defending Against an Activist Campaign," The 5th Annual Active-Passive  Investor Summit, April 2014.

Ross is also a regular contributor to the firm's "Delaware M&A Quarterly" publication and has authored several memoranda on transactional and corporate regulatory topics, including:

• "Delaware Court of Chancery Clarifies Application of Business Judgment Review in Post-Closing Merger Context," November 2015;
• "Delaware Supreme Court Provides Guidance on Standard of Review in Certain Merger Related Actions," October 2015;
• "Delaware Court of Chancery Again Sets Appraisal Value at Merger Price After a 'Competitive and Fair Auction'," May 2015;
• "Delaware Court of Chancery: Compensation Awards to Directors Not Ratified by Stockholder Approval and Subject to Entire Fairness," May 2015;
• Delaware Court of Chancery Holds that Minority Stockholders Did Not Waive Appraisal Rights in a Merger Where the Company Failed to Properly Exercise Drag-Along Rights," April 2015;
• "Delaware Court of Chancery Holds That Fee-Shifting Bylaw Does Not Apply to Former Stockholder," March 2015;
• "Delaware Court of Chancery Holds That Minority Stockholders Did Not Waive Appraisal Rights in a Merger Where the Company Failed to Properly Exercise Drag-Along Rights," March 2015;
• "SEC Chair White Directs Staff to Review Position on Excluding Conflicting Proxy Proposals under Rule 14a-8," January 2014;
• "Delaware Court of Chancery Holds That a 17.3% Stockholder/CEO May Be a Controlling Stockholder," December 2014;
• "Delaware Court of Chancery Refuses to Enforce Merger-Related Obligations Against Non-Consenting Stockholder," December 2014;
• "Delaware Court of Chancery Upholds Forum Selection Bylaw Adopted Concurrently with Merger Agreement and Designating North Carolina as Exclusive Forum," September 2014; and
• "SEC Issues Guidance on Proxy Advisory and Voting Services," July 2014.

Ross is a member of the New York City Bar Association Corporation Law Committee.

Practices

• Corporate
• Mergers & Acquisitions
  

Education

• J.D., Columbia Law School, 2005
  James Kent Scholar, Harlan Fiske Stone Scholar, Senior Editor of the Columbia Law Review, Teaching Fellow
• B.A., University of Pennsylvania
  summa cum laude, Phi Beta Kappa 

Bar Admissions

• New York

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