Spencer Klein is a partner in the Corporate Department and serves as co-chair of the firm's global Mergers & Acquisitions Group and head of the Corporate Department in New York. Mr. Klein focuses his practice on M+A transactions and related matters such as proxy contests and takeover defense counseling. He has advised on more than 150 successfully closed mergers, tender and exchange offers, stock and asset acquisitions, divestitures and joint ventures. He is also a veteran of numerous contested matters and regularly counsels corporate boards and committees in transactional and high-profile corporate governance matters.

Spencer frequently advises leading U.S. and multinational companies across multiple industries. His engagements include multi-billion dollar deals in health care and life sciences, financial services, technology, consumer products, manufacturing, retail, energy, and entertainment and media. In addition to prominent corporate clients, he has represented some of the world's leading investment banks.

Prior to joining Morrison & Foerster, Spencer was a partner at O’Melveny & Myers LLP, McDermott Will & Emery LLP and Shearman & Sterling LLP. Spencer received his B.A. from The Pennsylvania State University in 1986, and his J.D. from Hofstra University School of Law in 1989, where he served as Editor-in-Chief of the Hofstra Law Review.

Spencer has been recognized regularly as one of the world's leading M+A lawyers by International Financial Law Review, Super Lawyers, Legal 500 United States, and The World's Leading Lawyers for Mergers and Acquisitions: U.S. Expert Guide (Legal Media Group). He has been named a "New York Super Lawyer" by Law & Politics in each of the last fourteen editions (2006-2019). Legal 500 US has referred to Spencer as "one of the best deal lawyers in the country."

Spencer serves as a Special Professor of Law at Hofstra University School of Law, a member of the Alumni Board of Visitors of the Department of Political Science at The Pennsylvania State University, and a member of the Hofstra Law School Dean's Advisory Board.

Show More

Experience

  • Axalta Coating Systems Ltd. in its acquisition of U-POL Holdings Limited.

  • A consortium of investors in the formation of Winterhawks Sports Group, LLC and its acquisition of the Portland Winterhawks junior hockey league team and related assets.

  • Fidelio Capital in its acquisition of BioMedtrix, LLC.

    Fidelio Capital in its acquisition of Veterinary Orthopedic Implants, LLC.

  • Verdane and its portfolio company Confirmit AS in its merger with FocusVision Worldwide, Inc., a portfolio company of EQT Partners.

  • Exantas Capital Corp. in the acquisition of its external management contract by ACRES Capital Corp. from C-III Capital Partners and $375 million financing from MassMutual and Oaktree Capital Management.

  • Vonage Holdings Corp. in its acquisition of NewVoiceMedia Limited.

    Vonage Holdings Corp. in its acquisition of Telefonica Digital, Inc. and its subsidiary TokBox, Inc.

  • Whitestone REIT in the adoption of a Shareholder Rights Plan.

    Whitestone REIT in its successful defense against a proxy contest by KBS Strategic Opportunity REIT seeking representation on the board of trustees.

  • DaVita Inc. in its acquisition of Renal Ventures Management, LLC and the simultaneous divestiture of seven dialysis center to affiliates of Physicians Dialysis.

    DaVita Inc. in its $4.42 billion acquisition of HealthCare Partners, LLC.

    DaVita Inc. in its $3.05 billion acquisition of the U.S. renal care business of Gambro AB.

  • Inovalon Holdings, Inc. in its acquisition of Creehan Holding Co., Inc.

    Inovalon Holdings, Inc. in its acquisition of Avalere Health, Inc.

  • DST Systems, Inc. in its acquisition of 100% ownership of Boston Financial Data Services, Inc. and International Financial Data Services Limited, previously operated as 50/50 joint ventures with State Street Corporation.

    DST Systems, Inc. and its wholly owned subsidiary ALPS Holdings, Inc. in its acquisition of Kaufman Rossin Fund Services, LLC.

  • Banc of California in connection with threatened proxy contests by two activist shareholders seeking representation on the board of directors, negotiated resolutions, and various related corporate governance matters.

  • Rao’s Specialty Foods, Inc. in its sale to Sovos Brands, an affiliate of Advent International.

  • TMI Hospitality, Inc. in its sale to Starwood Capital Group through a controlled affiliate of Starwood Global Opportunity Fund X.

  • Kajima Corporation in the $1.1 billion sale of Industrial Developments International Inc. to an affiliate of Brookfield Property Partners LP.

  • Terumo Corporation in its $2.6 billion acquisition of CaridianBCT from Sweden's Gambro AB.

  • AmREIT, Inc. in its defense against an unsolicited takeover offer by Regency Centers Corporation.

  • American Pacific Corporation in connection with two threatened proxy contests by shareholder groups seeking representation on the board of directors, and negotiated resolutions.

  • NTT Data Corporation in its acquisition through tender offer of Intelligroup, Inc.

    NTT Data Corporation in its $1.2 billion acquisition of Keane International, Inc.

  • The Special Committee of Independent Managers and the Audit Committee of GMAC LLC in various restructuring and capital-raising transactions, conversion to a bank holding company, TARP financing and other matters.

  • HLTH Corporation in several transactions, including the sales of Emdeon Business Services and Emdeon Practice Services.

  • Jean Coutu Group (PJC), Inc. in the $2.375 billion acquisition of over 1,500 drugstores comprising Eckerd's Northern and Mid-Atlantic drugstore business from J.C. Penney, Inc., and the subsequent $3.4 billion sale of its Eckerd and Brooks drugstore business to Rite Aid Corporation.

  • The Board of Directors of New York Stock Exchange, Inc. in its merger with Archipelago Holdings and related conversion from not-for-profit to for-profit form to create NYSE Group, Inc.

    The Board of Directors of NYSE Group, Inc. in its $10.2 billion merger with Euronext N.V. to create NYSE Euronext.

  • Merrill Lynch & Co., Inc. in its acquisition of the energy trading business of Entergy-Koch, LP.

  • Sandoz in its acquisition of U.S. rights to ANGIOMAX® from The Medicines Company.

    Novartis in the sale of the Enablex U.S. business to Warner Chilcott plc.

    Novartis in its acquisition of the assets of Grand Laboratories, Inc.

    Novartis in its acquisition of the assets of IMMTech Holdings and affiliates.

    Novartis in the sale of sale of Red Line HealthCare Corporation to McKesson Corporation.

    Novartis in its acquisition of the crop protection business of Merck & Co., Inc.

    Novartis in its acquisition through tender offer of SyStemix, Inc.

    Novartis in the sale of the U.S. and Canada flea and tick product business of Sandoz Ltd. and related assets to Central Garden & Pet Company.

    Novartis in the sale of the corn herbicide business of Sandoz Ltd. to BASF Aktiengesellschaft.

    Novartis in its acquisition by Sandoz Ltd. (now Novartis AG) through tender offer of Genetic Therapy, Inc.

    Novartis in its acquisition by Sandoz Ltd. (now Novartis AG) through tender offer of Gerber Products Company.

  • JLB Group, LLC in its acquisition of Sneakz, LLC.

  • Catalyst Biosciences, Inc. in its merger with Targacept, Inc.

  • Mighty Leaf Tea in its sale to a joint venture formed by Peet’s Coffee & Tea, Inc. and Next World Group.

  • VIEW Entertainment, LLC in its sale to View Entertainment Holdings, Inc. Employee Stock Ownership Plan.

  • Braintrust Investments, LLC and its subsidiary Wholesome Tea Company, LLC in the acquisition of substantially all the assets of Inko’s LLC.

    Braintrust Investments, LLC and its subsidiary Wholesome Tea Company, LLC in the acquisition of substantially all the assets of Blue Buddha Beverages, LLC.

  • Robert’s American Gourmet Foods, LLC in its sale to a consortium of investors led by VMG Partners, LLC.

  • Seal-It, Inc. in its sale to Printpack, Inc.

  • Quest Diagnostics Incorporated in its acquisition of Focus Diagnostics.

  • Soros Fund Management and Dune Capital Management in their acquisition of the DreamWorks live-action film library from Viacom Inc.

  • Regis Corporation in its $2.6 billion acquisition through a reverse Morris Trust structure of the Sally Beauty business of Alberto-Culver Company (Terminated).

  • Apropos Technology, Inc. in connection with a proxy contest by a shareholder group seeking representation on the board of directors, and negotiated resolution.

  • Specialty Laboratories, Inc. in its sale to AmeriPath, Inc.

  • Centerpulse in the sale of its Sulzer IntraTherapeutics peripheral stents business to Microvena Corporation.

    Centerpulse in the sale of its Vascutek vascular grafts business to Terumo Corporation.

    Centerpulse in the sale of its Carbomedics heart valves business to SNIA S.p.A.

  • IDT Corporation in its unsolicited exchange offer to acquire ITXC Corp. (Withdrawn).

  • Strategic Software Holdings, LLC in its unsolicited offer and related proxy contest to acquire Mercator Software, Inc.

  • Click Commerce, Inc. in connection with an unsolicited offer to acquire the company by Insight Venture Management LLC.

  • Dycom Industries, Inc. in its acquisition through exchange offer and merger of Arguss Communications, Inc.

  • Barrick Gold Corporation in its acquisition through merger of Homestake Mining Company.

  • Merlin BioMed Group with respect to its investment in Genaera Corp.

    Merlin BioMed Group and other and other investors in its series D investment in DOV Pharmaceutical, Inc.

  • Telefonaktiebolaget LM Ericsson in the sale of certain assets of MPD Technologies, Inc.

    Telefonaktiebolaget LM Ericsson in its acquisition of the software and hardware businesses of LCC International, Inc.

    Ericsson Microelectronics AB in the sale of Novanet Semiconductor Ltd. to Conexant Systems, Inc.

    Telefonaktiebolaget LM Ericsson in its acquisition of the infrastructure products business of QUALCOMM Incorporated, the cross-licensing of technology and the settlement of patent litigation.

  • S.A. Industrias Votorantim in its acquisition of the Great Lakes cement business of Blue Circle plc from Lafarge S.A.

  • Dycom Industries, Inc. in the adoption of its shareholder value rights plan.

  • The Profit Recovery Group International, Inc. in the adoption of its shareholder rights plan.

  • Syngenta AG in the sale of its FLINT fungicide business to Bayer AG.

  • Welch Allyn Data Collection, Inc. and affiliates in its proposed acquisition of PSC Inc. (Terminated)

  • Brach’s Confections, Inc. in the sale of the assets of Andes Candies, Inc. to Tootsie Roll Industries, Inc.

  • Groupe Danone in its acquisition of McKesson Water Products Corporation from HBOC McKesson Company.

  • First Bell Bancorp in the adoption of its shareholder rights plan and in connection with a shareholder proposal to sell the company.

  • Consolidated Fruit Corporation (BVI) Ltd. with respect to its investment in Chiquita Brands International, Inc.

  • Pathmark Stores, Inc. in its acquisition of six Grand Union stores from C&S Wholesale Grocers, Inc. SMG-II Corporation, the parent company of Pathmark Stores, Inc., in its proposed sale to Royal Ahold N.V. (Terminated).

  • Hochtief AG in its acquisition through tender offer of The Turner Corporation.

  • Sulzer Medica Ltd. in the sale of its electrophysiology business to Guidant Corporation.

  • Tiger Management Corporation in the purchase of 6,600,000 shares of common stock of Provident Companies, Inc. from Zurich Insurance Company and affiliates.

  • Ispat International N.V. in its acquisition of Inland Steel Company from Inland Steel Industries, Inc.

  • The BOC Group plc in the sale of its Ohmeda healthcare business to Becton, Dickinson and Company, Instrumentarium Corporation and Baxter International, Inc.

  • Kollmorgen Corporation in its unsolicited tender offer and proxy contest for Pacific Scientific Company (Terminated).

  • Trizec Hahn Corporation in the purchase of 9,000,000 shares of common stock of Clark USA, Inc. from funds affiliated with Tiger Management Corporation and Rule 144A offering of 9,000,000 shares of preferred stock of Clark USA, Inc. to funds affiliated with The Blackstone Group.

  • Raab Karcher AG in its acquisition through tender offer of Wyle Electronics.

  • Laurie Meadoff in the formation of SafeSpace Productions L.L.C., a production company joint venture with King World Productions.

  • Bergen Brunswig Corporation in its proposed “merger of equals” with IVAX Corporation (Terminated).

  • ARM Financial Group, Inc. in the sale of its mutual fund advisory business to Federated Investors.

    ARM Financial Group, Inc. in its acquisition of the domestic fixed-income investment advisory business of Kleinwort Benson Investment Management Americas, Inc.

    ARM Financial Group, Inc. in its acquisition of SBM Company.

    The Morgan Stanley Leveraged Equity Fund II, L.P. in the formation of ARM Financial Group, Inc., and in the acquisition, through ARM Financial Group, Inc., of Integrity Life Insurance Company from The National Mutual Life Association of Australasia Limited.

  • Cia. Bozano, Simonsen in its acquisition of 1,139,370,840 shares of common stock of Embraer – Empresa Brasileira de Aeronautica S.A. from certain minority stockholders.

  • The Museum of the City of New York (on a pro bono basis) in connection with the grant of a license to Corbis Corporation for the digitization of works in the Museum’s collection and the exploitation of the digitized images.

  • MCA INC. (now Universal Studios Inc.) in its acquisition of 50% of Interscope Records.

  • National Broadcasting Company, Inc. in two joint ventures with Microsoft Corporation for the MSNBC interactive online news service and 24-hour cable news channel.

  • Clark USA, Inc. in its acquisition of crude oil from, and mergers with subsidiaries of, Occidental Petroleum Corporation and Gulf Resources Corporation.

  • The Seagram Company Ltd. in its acquisition of 80% of MCA INC. (now Universal Studios Inc.)

  • Viacom Inc. in its sale of Madison Square Garden Corporation (including the Madison Square Garden Center, the New York Knickerbockers Basketball Club, the New York Rangers Hockey Club and Madison Square Garden Network).

    Viacom Inc. in its merger with Blockbuster Entertainment Corporation.

    Viacom Inc. in its tender offer for and merger with Paramount Communications Inc.

  • Booker plc in its acquisition through tender offer of Marine Harvest International, Inc.

  • Cadbury Beverages Inc. in its acquisition of 20.2% of Dr. Pepper/Seven-Up Companies, Inc. from the Prudential Insurance Company of America.

  • Medco Containment Services, Inc. in its acquisition of the assets of Flex Rx Pharmacy Services, Inc. from Giant Eagle, Inc.

  • Harlequin Sales Corporation in its acquisition of Exposures Inc.

  • Mutual Benefit Life Insurance Company in Rehabilitation in the sale of its variable annuity business to a wholly owned subsidiary of Bankers Trust Company.

    Mutual Benefit Life Insurance Company in Rehabilitation and Arts & Antiques Associates, L.P. in their sale of Arts & Antiques magazine to Trans World Publishing, Inc.

    Mutual Benefit Life Insurance Company in Rehabilitation in its acquisition of control of E.H.C. Companies, Inc. and the restructuring of $150 million in indebtedness of E.H.C. to a syndicate of banks and $80 million of indebtedness to Mutual Benefit.

  • A private investor in his proposed acquisition of UST Bank/Connecticut from UST Corp. (Terminated).

  • The Manhattan Savings Bank in its conversion from mutual to stock form and merger with and into The Williamsburgh Savings Bank, a wholly owned subsidiary of Republic New York Corporation (including subscription and public offering of $180 million of common stock of Republic).

  • The First Boston Asset Management Corporation in the sale of its CMO administration business to Texas Commerce Trust Company of New York.

  • Ducera Securities as financial advisor to Iconix Brand Group, Inc. in its $585 million acquisition by Lancer Capital, LLC.

    Ducera Securities as financial advisor to Noble Corporation in its $1.47 billion stock-for-stock merger with Pacific Drilling Company LLC.

    Ducera Securities as financial advisor to Bristow Group Inc. in its merger with Era Group Inc.

    Ducera Securities as financial advisor to Contura Energy in its $1.6 billion merger with Alpha Natural Resources.

    Ducera Securities as financial advisor to Monsanto Company in its $66 billion sale to Bayer AG.

  • Qatalyst Partners as financial advisor to Cornerstone OnDemand, Inc. in its $5.2 billion sale to Clearlake­ Capital Group.

    Qatalyst Partners as financial advisor to Five9, Inc. in its $14.7 billion sale to Zoom Video Communications, Inc.

    Qatalyst Partners as financial advisor to Pluralsight, Inc. in its $3.5 billion sale to Vista Equity Partners.

    Qatalyst Partners as financial advisor to Galileo Financial Technologies in its $1.2 billion sale to SoFi.

    Qatalyst Partners as financial advisor to CA, Inc. in its $18.9 billion sale to Broadcom.

    Qatalyst Partners as financial advisor to QLogic in its $1.4 billion sale to Cavium.

    Qatalyst Partners as financial advisor to Ebay Inc. in its sale of Ebay Enterprise to affiliates of Sterling Partners and Permira Partners.

    Qatalyst Partners as financial advisor to Fusion-io in its $1.1 billion sale to SanDisk Corporation.

    Qatalyst Partners as financial advisor to Standard Microsystems Corporation in its sale to Microchip Technology Incorporated.

    Qatalyst Partners as financial advisor to Conexant Systems, Inc. in its sale to Golden Gate Capital.

    Qatalyst Partners as financial advisor to Isilon Systems, Inc. in its $2.25 billion sale to EMC Corporation.

    Qatalyst Partners as financial advisor to Palm, Inc. in its $1.2 billion sale to Hewlett-Packard Company.

    Qatalyst Partners as financial advisor to Brocade Communications Systems, Inc. in its $2.6 billion acquisition of Foundry Networks, Inc.

  • A leading multinational investment bank and financial services firm as financial advisor to eResearch Technology, Inc., in its acquisition of the research services division of CareFusion Corporation.

    A leading multinational investment bank and financial services firm as financial advisor to Manor Care, Inc. in its $6.8 billion sale to The Carlyle Group.

    A leading multinational investment bank and financial services firm as financial advisor to Security Capital Group Incorporated in its acquisition of Storage USA, Inc.

  • BMO Capital Markets as financial advisor to CNOOC Ltd. in its $19.4 billion acquisition of Nexen Inc.

  • Centerview Partners as financial advisor to Cornerstone OnDemand, Inc. in its $5.2 billion sale to Clearlake­ Capital Group.

    Centerview Partners as financial advisor to Haemonetics Corporation in its acquisition of the blood collection, filtration and processing products business of Pall Corporation.

  • Evercore Partners as financial advisor to Takeda Pharmaceutical Company Limited in its $5.2 billion acquisition of Ariad Pharmaceuticals, Inc.

    Evercore Partners as financial advisor to Envision Healthcare Holdings, Inc. $15 billion merger-of-equals with AmSurg Corp.

    Evercore Partners as financial advisor to Exam Works Group with $2.2 billion sale to Leonard Green & Partners.

    Evercore Partners as financial advisor to IPC Healthcare Inc. in its $1.6 billion sale to Team Health Holdings Inc.

    Evercore Partners as financial advisor to a leading specialty benefits manager in its sale to a leading healthcare information technology company.

    Evercore Partners as financial advisor to General Motors Corporation in the sale of a 51% interest in General Motors Acceptance Corporation to a consortium of investors including Cerberus Capital Management L.P., Citigroup Inc. and Aozora Bank Ltd., for total consideration of approximately $14 billion.

    Evercore Partners as financial advisor to Swiss Reinsurance Co. in its $6.8 billion acquisition of GE Insurance Solutions.

    Evercore Partners as financial advisor to NTL Incorporated in its $9.1 billion acquisition of Telewest Global, Inc.

  • Perella Weinberg Partners as financial advisor to Luminex Corporation in its acquisition of GenturaDx.

  • Deutsche Bank Securities as financial advisor to Certegy, Inc. in its merger with Fidelity National Information Services, Inc.

  • Credit Suisse First Boston LLC as financial advisor to priceline.com Incorporated in its acquisition of Bookings B.V.

    Credit Suisse First Boston LLC as financial advisor to SafeNet, Inc., in its merger with Rainbow Technologies, Inc.

    Credit Suisse First Boston LLC as financial advisor to the Special Committee of the Board of Directors of Ticketmaster in the acquisition by USA Interactive of the publicly held shares of Ticketmaster.

    Credit Suisse First Boston LLC as financial advisor to Carpenter Technology Corp. in its tender offer for and merger with Talley Industries Inc.

  • Houlihan Lokey Howard & Zukin as financial advisor to the Special Committee of the Board of Directors of Trover Solutions, Inc. in its acquisition by an affiliate of Thomas Weisel.

    Houlihan Lokey Howard & Zukin as financial advisor to Wellcare Management Group, in the merger of Wellcare Management Group Inc., with Wellcare Acquisition Company, a Management Group funded by Soros Private Equity Investors, L.P.

  • Lehman Brothers as financial advisor to Moore Medical Corporation in its acquisition by McKesson Corporation. Lehman Brothers as financial advisor to Forstmann Little & Co. in its tender offer for Community Health Systems, Inc.

  • Lincoln Partners LLC as financial advisor to Tecumseh Products Company in Tecumseh's acquisition of the FASCO Motors business of Invensys plc.

  • Adam, Harkness & Hill, Inc. as financial advisor to Opta Food Ingredients, Inc., in the acquisition of Opta by Stake Technology, Ltd.

  • Morgan Stanley & Co. Incorporated as financial advisor to Telefonica de Espana S.A. in its acquisition of the minority interests in Telefonica de Peru, Telefonica de Argentina and Telefonica del Sudeste.

    Morgan Stanley & Co. Incorporated as financial advisor to Amoco Corporation in its merger with British Petroleum plc.

    Morgan Stanley & Co. Incorporated as financial advisor to NexStar Pharmaceuticals in its acquisition by Gilead Sciences Inc.

    Morgan Stanley & Co. Incorporated as financial advisor to Safeway Inc. in its acquisition of The Vons Companies, Inc. and repurchase of common stock from Kohlberg Kravis Roberts & Co.

    Morgan Stanley & Co. Incorporated as financial advisor to the Special Committee of the Board of Directors of The Brand Companies, Inc. in connection with the merger of Brand into a wholly owned subsidiary of Rust International Inc., a wholly owned subsidiary of Waste Management, Inc.

  • Morgan Stanley & Co. Incorporated and Smith Barney Inc. as financial advisors to Inco Limited in its merger with Diamond Fields Resources Inc.

  • Goldman, Sachs & Co. as financial advisor to Dow Chemical Co. in its merger with Union Carbide Corporation. Goldman, Sachs & Co. as financial advisor to Union Camp Corporation in its merger with International Paper Corporation.

  • Goldman, Sachs & Co. and Merrill Lynch, Pierce, Fenner & Smith Incorporated as financial advisors to Bally Entertainment Corporation in its merger with Hilton Hotels Corporation.

  • Merrill Lynch, Pierce, Fenner & Smith Incorporated as financial advisor to The Stop & Shop Companies in its acquisition by Royal Ahold N.V.

  • LSG Advisors as financial advisor to the Related Party Transactions Committee of the Board of Directors of Milestone Property Investors, Inc.

  • Smith Barney Shearson Inc. as a financial advisor to Epic Holdings, Inc. in the merger of Epic into a wholly owned subsidiary of Healthtrust, Inc. - The Hospital Company.

  • Lodestar Securities, Inc. as financial advisor to the Related Party Transactions Committee of the Board of Directors of Milestone Properties, Inc. in connection with Milestone's tender offer for up to 1,354,526 shares of its common stock.

Show More
Close
Feedback

Disclaimer

Unsolicited e-mails and information sent to Morrison & Foerster will not be considered confidential, may be disclosed to others pursuant to our Privacy Policy, may not receive a response, and do not create an attorney-client relationship with Morrison & Foerster. If you are not already a client of Morrison & Foerster, do not include any confidential information in this message. Also, please note that our attorneys do not seek to practice law in any jurisdiction in which they are not properly authorized to do so.