Spencer D. Klein

Spencer D. Klein

Education

The Pennsylvania State University (B.A., 1986)
Hofstra University (J.D., 1989)

Bar Admissions

New York

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.

Mr. Klein 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 in their M+A transactions.

Prior to joining Morrison & Foerster, Mr. Klein was a partner at O’Melveny & Myers LLP, McDermott Will & Emery LLP and Shearman & Sterling LLP. Mr. Klein 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.

Mr. Klein 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 ten editions (2006-2015). According to Legal 500 US 2011, Mr. Klein "is a true adviser and has a wealth of experience. He understands the legal intricacies, is always accessible, and is very respected by boards and senior management teams." In 2012, Legal 500 US referred to Mr. Klein as "one of the best deal lawyers in the country."

Mr. Klein 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.

Representative transactions handled by Mr. Klein appear below. To view a more complete list see Matters.

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

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

Represented DaVita Inc. in its $3.05 billion acquisition of the U.S. renal care business of Gambro AB.
Inovalon/Multiple Transactions
Represented Inovalon Holdings, Inc. in its acquisition of Creehan Holding Co., Inc.

Represented Inovalon Holdings, Inc. in its acquisition of Avalere Health, Inc.
DST Systems/Multiple Transactions
Represented 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.

Represented DST Systems, Inc. and its wholly owned subsidiary ALPS Holdings, Inc. in its acquisition of Kaufman Rossin Fund Services, LLC.
Banc of California/Proxy Contest Defense
Represented 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/Advent International
Represented Rao’s Specialty Foods, Inc. in its sale to Sovos Brands, an affiliate of Advent International.
TMI Hospitality/Starwood Capital Group
Represented TMI Hospitality, Inc. in its sale to Starwood Capital Group through a controlled affiliate of Starwood Global Opportunity Fund X.
Kajima/IDI
Represented Kajima Corporation in the $1.1 billion sale of Industrial Developments International Inc. to an affiliate of Brookfield Property Partners LP.
Terumo/CaridianBCT
Represented Terumo Corporation in its $2.6 billion acquisition of CaridianBCT from Sweden's Gambro AB.
AmREIT/Takeover Defense
Represented AmREIT, Inc. in its defense against an unsolicited takeover offer by Regency Centers Corporation.
American Pacific/Proxy Contest Defense
Represented 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/Multiple Transactions
Represented NTT Data Corporation in its acquisition through tender offer of Intelligroup, Inc.

Represented NTT Data Corporation in its $1.2 billion acquisition of Keane International, Inc.
GMAC LLC/Transformative Transactions
Represented 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/Multiple Transactions
Represented HLTH Corporation in several transactions, including the sales of Emdeon Business Services and Emdeon Practice Services.
Jean Coutu Group/Eckerd and Brooks
Represented 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.
New York Stock Exchange/Transformative Transactions
Represented 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.

Represented the Board of Directors of NYSE Group, Inc. in its $10.2 billion merger with Euronext N.V. to create NYSE Euronext.
Merrill Lynch/Entergy-Koch Energy Trading Business
Represented Merrill Lynch & Co., Inc. in its acquisition of the energy trading business of Entergy-Koch, LP.
DaVita/Multiple Transactions
Represented DaVita Inc. in its acquisition of Renal Ventures Management, LLC and the simultaneous divestiture of seven dialysis center to affiliates of Physicians Dialysis.

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

Represented DaVita Inc. in its $3.05 billion acquisition of the U.S. renal care business of Gambro AB.
Inovalon/Multiple Transactions
Represented Inovalon Holdings, Inc. in its acquisition of Creehan Holding Co., Inc.

Represented Inovalon Holdings, Inc. in its acquisition of Avalere Health, Inc.
DST Systems/Multiple Transactions
Represented 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.

Represented DST Systems, Inc. and its wholly owned subsidiary ALPS Holdings, Inc. in its acquisition of Kaufman Rossin Fund Services, LLC.
Banc of California/Proxy Contest Defense
Represented 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/Advent International
Represented Rao’s Specialty Foods, Inc. in its sale to Sovos Brands, an affiliate of Advent International.
TMI Hospitality/Starwood Capital Group
Represented TMI Hospitality, Inc. in its sale to Starwood Capital Group through a controlled affiliate of Starwood Global Opportunity Fund X.
Kajima/IDI
Represented Kajima Corporation in the $1.1 billion sale of Industrial Developments International Inc. to an affiliate of Brookfield Property Partners LP.
Terumo/CaridianBCT
Represented Terumo Corporation in its $2.6 billion acquisition of CaridianBCT from Sweden's Gambro AB.
AmREIT/Takeover Defense
Represented AmREIT, Inc. in its defense against an unsolicited takeover offer by Regency Centers Corporation.
American Pacific/Proxy Contest Defense
Represented 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/Multiple Transactions
Represented NTT Data Corporation in its acquisition through tender offer of Intelligroup, Inc.

Represented NTT Data Corporation in its $1.2 billion acquisition of Keane International, Inc.
GMAC LLC/Transformative Transactions
Represented 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/Multiple Transactions
Represented HLTH Corporation in several transactions, including the sales of Emdeon Business Services and Emdeon Practice Services.
Jean Coutu Group/Eckerd and Brooks
Represented 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.
New York Stock Exchange/Transformative Transactions
Represented 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.

Represented the Board of Directors of NYSE Group, Inc. in its $10.2 billion merger with Euronext N.V. to create NYSE Euronext.
Merrill Lynch/Entergy-Koch Energy Trading Business
Represented Merrill Lynch & Co., Inc. in its acquisition of the energy trading business of Entergy-Koch, LP.
Novartis AG /Multiple Transactions
Represented Novartis in the sale of the Enablex U.S. business to Warner Chilcott plc.

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

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

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

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

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

Represented 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.

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

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

Represented Novartis in its acquisition by Sandoz Ltd. (now Novartis AG) through tender offer of Gerber Products Company.
JLB Group/Sneakz
Represented JLB Group, LLC in its acquisition of Sneakz, LLC.
Catalyst Biosciences/Targacept
Represented Catalyst Biosciences, Inc. in its merger with Targacept, Inc.
Mighty Leaf Tea/Peet’s Coffee
Represented Mighty Leaf Tea in its sale to a joint venture formed by Peet’s Coffee & Tea, Inc. and Next World Group.
VIEW Entertainment/ESOP
Represented VIEW Entertainment, LLC in its sale to View Entertainment Holdings, Inc. Employee Stock Ownership Plan.
Braintrust Investments/Multiple Transactions
Represented Braintrust Investments, LLC and its subsidiary Wholesome Tea Company, LLC in the acquisition of substantially all the assets of Inko’s LLC.

Represented 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/VMG Partners
Represented  Robert’s American Gourmet Foods, LLC in its sale to a consortium of investors led by VMG Partners, LLC.
Seal-It/Printpack
Represented Seal-It, Inc. in its sale to Printpack, Inc.
Quest Diagnostics/Focus Diagnostics
Represented Quest Diagnostics Incorporated in its acquisition of Focus Diagnostics.
Soros Fund Management/Dune Capital Management/Purchase of DreamWorks Library
Represented Soros Fund Management and Dune Capital Management in their acquisition of the DreamWorks live-action film library from Viacom Inc.
Regis Corporation/Reverse Morris Trust Acquisition of Sally Beauty
Represented 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/Proxy Contest Defense
Represented 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/AmeriPath
Represented Specialty Laboratories, Inc. in its sale to AmeriPath, Inc.
Centerpulse Ltd./Sale of Multiple Business Segments
Represented Centerpulse in the sale of its Sulzer IntraTherapeutics peripheral stents business to Microvena Corporation.

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

Represented Centerpulse in the sale of its Carbomedics heart valves business to SNIA S.p.A.
IDT/Unsolicited Offer for ITXC
Represented IDT Corporation in its unsolicited exchange offer to acquire ITXC Corp. (Withdrawn).
Strategic Software Holdings/Unsolicited Offer and Proxy Contest
Represented Strategic Software Holdings, LLC in its unsolicited offer and related proxy contest to acquire Mercator Software, Inc.
Click Commerce/Unsolicited Offer by Insight Venture Management
Represented Click Commerce, Inc. in connection with an unsolicited offer to acquire the company by Insight Venture Management LLC.
Dycom Industries/Arguss Communications
Represented Dycom Industries, Inc. in its acquisition through exchange offer and merger of Arguss Communications, Inc.
Barrick Gold/Homestake Mining Company
Represented Barrick Gold Corporation in its acquisition through merger of Homestake Mining Company.
Merlin BioMed Group/Multiple Transactions
Represented Merlin BioMed Group with respect to its investment in Genaera Corp.

Represented Merlin BioMed Group and other and other investors in its series D investment in DOV Pharmaceutical, Inc.
Telefonaktiebolaget LM Ericsson/Multiple Transactions
Represented Telefonaktiebolaget LM Ericsson in the sale of certain assets of MPD Technologies, Inc.

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

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

Represented 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/Lafarge S.A.
Represented S.A. Industrias Votorantim in its acquisition of the Great Lakes cement business of Blue Circle plc from Lafarge S.A.
Dycom Industries/Shareholder Rights Plan
Represented Dycom Industries, Inc. in the adoption of its shareholder value rights plan.
Profit Recovery Group/Shareholder Rights Plan
Represented The Profit Recovery Group International, Inc. in the adoption of its shareholder rights plan.
Syngenta AG/FLINT Fungicide Business
Represented Syngenta AG in the sale of its FLINT fungicide business to Bayer AG.
Welch Allyn Data Collection/PSC Inc.
Represented Welch Allyn Data Collection, Inc. and affiliates in its proposed acquisition of PSC Inc. (Terminated)
Brach’s Confections/Tootsie Roll
Represented Brach’s Confections, Inc. in the sale of the assets of Andes Candies, Inc. to Tootsie Roll Industries, Inc.
Groupe Danone/McKesson Water Products
Represented Groupe Danone in its acquisition of McKesson Water Products Corporation from HBOC McKesson Company.
First Bell Bancorp/Shareholder Proposal
Represented First Bell Bancorp in the adoption of its shareholder rights plan and in connection with a shareholder proposal to sell the company.
Consolidated Fruit (BVI) Ltd. /Chiquita Brands Investment
Represented Consolidated Fruit Corporation (BVI) Ltd. with respect to its investment in Chiquita Brands International, Inc.
SMG-II/Multiple Transactions
Represented Pathmark Stores, Inc. in its acquisition of six Grand Union stores from C&S Wholesale Grocers, Inc.

Represented SMG-II Corporation, the parent company of Pathmark Stores, Inc., in its proposed sale to Royal Ahold N.V. (Terminated).
Hochtief AG/Turner Corporation
Represented Hochtief AG in its acquisition through tender offer of The Turner Corporation.
Sulzer Medica Ltd./Guidant Corporation
Represented Sulzer Medica Ltd. in the sale of its electrophysiology business to Guidant Corporation.
Tiger Management/Provident Companies Stock Purchase
Represented 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./Inland Steel
Represented Ispat International N.V. in its acquisition of Inland Steel Company from Inland Steel Industries, Inc.
The BOC Group plc/Ohmeda Healthcare
Represented The BOC Group plc in the sale of its Ohmeda healthcare business to Becton, Dickinson and Company, Instrumentarium Corporation and Baxter International, Inc.
Kollmorgen/Unsolicted Tender Offer and Proxy Contest for Pacific Scientific
Represented Kollmorgen Corporation in its unsolicited tender offer and proxy contest for Pacific Scientific Company (Terminated).
Trizec Hahn/Clark USA
Represented 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/Wyle Electronics
Represented Raab Karcher AG in its acquisition through tender offer of Wyle Electronics.
SafeSpace Productions LLC
Represented Laurie Meadoff in the formation of SafeSpace Productions L.L.C., a production company joint venture with King World Productions.
Bergen Brunswig/IVAX Proposed Merger of Equals
Represented Bergen Brunswig Corporation in its proposed “merger of equals” with IVAX Corporation (Terminated).
ARM Financial Group/Multiple Transactions
Represented ARM Financial Group, Inc. in the sale of its mutual fund advisory business to Federated Investors.

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

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

Represented 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/Embraer
Represented 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.
Museum of the City of New York
Represented 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 (Universal Studios)/Interscope Records
Represented MCA INC. (now Universal Studios Inc.) in its acquisition of 50% of Interscope Records.
National Broadcasting Company/MSNBC Joint Ventures with Microsoft
Represented 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/Occidental Petroleum/Gulf Resources
Represented 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/Universal Studios
Represented The Seagram Company Ltd. in its acquisition of 80% of MCA INC. (now Universal Studios Inc.)
Viacom Inc./Multiple Transactions
Represented 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).

Represented Viacom Inc. in its merger with Blockbuster Entertainment Corporation.

Represented Viacom Inc. in its tender offer for and merger with Paramount Communications Inc.
Booker plc/Marine Harvest International
Represented Booker plc in its acquisition through tender offer of Marine Harvest International, Inc.
Cadbury Beverages/Dr.Pepper/Seven-Up Stock Purchase
Represented 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/Flex Rx Pharmacy Services
Represented Medco Containment Services, Inc. in its acquisition of the assets of Flex Rx Pharmacy Services, Inc. from Giant Eagle, Inc.
Harlequin/Exposures Inc.
Represented Harlequin Sales Corporation in its acquisition of Exposures Inc.
Mutual Benefit Life Insurance Company in Rehabilitation/Multiple Transactions
Represented Mutual Benefit Life Insurance Company in Rehabilitation in the sale of its variable annuity business to a wholly owned subsidiary of Bankers Trust Company.

Represented 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.

Represented 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.
Proposed Acquisition of UST Bank/Connecticut
Represented a private investor in his proposed acquisition of UST Bank/Connecticut from UST Corp. (Terminated).
The Manhattan Savings Bank Conversion Merger
Represented 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).
First Boston Asset Management/Sale of Business Segment
Represented The First Boston Asset Management Corporation in the sale of its CMO administration business to Texas Commerce Trust Company of New York.
Ducera Securities/Monsanto
Represented Ducera Securities as financial advisor to Monsanto Company in its $66 billion sale to Bayer AG.
J.P. Morgan Securities Inc. /Multiple Transactions
Represented J.P. Morgan Securities Inc. as financial advisor to eResearch Technology, Inc., in its acquisition of the research services division of CareFusion Corporation.

Represented J.P. Morgan Securities Inc. as financial advisor to Manor Care, Inc. in its $6.8 billion sale to The Carlyle Group.

Represented J.P. Morgan Securities Inc. as financial advisor to Security Capital Group Incorporated in its acquisition of Storage USA, Inc.
Qatalyst Partners /Multiple Transactions
Represented Partners as financial advisor to QLogic in its $1.4 billion sale to Cavium.

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

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

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

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

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

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

Represented Qatalyst Partners as financial advisor to Brocade Communications Systems, Inc. in its $2.6 billion acquisition of Foundry Networks, Inc.
BMO Capital Markets
Represented BMO Capital Markets as financial advisor to CNOOC Ltd. in its $19.4 billion acquisition of Nexen Inc.
Centerview Partners/Haemonetics
Represented 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 /Multiple Transactions
Represented Evercore Partners as financial advisor to Takeda Pharmaceutical Company Limited in its $5.2 billion acquisition of Ariad Pharmaceuticals, Inc.

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

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

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

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

Represented 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.

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

Represented Evercore Partners as financial advisor to NTL Incorporated in its $9.1 billion acquisition of Telewest Global, Inc.
Perella Weinberg Partners
Perella Weinberg Partners as financial advisor to Luminex Corporation in its acquisition of GenturaDx.
Deutsche Bank Securities/Certegy
Represented Deutsche Bank Securities as financial advisor to Certegy, Inc. in its merger with Fidelity National Information Services, Inc.
Credit Suisse Securities /Multiple Transactions
Represented Credit Suisse First Boston LLC as financial advisor to priceline.com Incorporated in its acquisition of Bookings B.V.

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

Represented 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.

Represented 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 /Multiple Transactions
Represented 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.

Represented 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 /Multiple Transactions
Represented Lehman Brothers as financial advisor to Moore Medical Corporation in its acquisition by McKesson Corporation.

Represented Lehman Brothers as financial advisor to Forstmann Little & Co. in its tender offer for Community Health Systems, Inc.
Lincoln Partners LLC /Tecumseh Products Company
Represented 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. /Opta Food Ingredients, Inc.
Represented 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 /Multiple Transactions
Represented 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.

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

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

Represented 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.

Represented 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. /Inco Limited
Represented 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. /Multiple Transactions
Represented Goldman, Sachs & Co. as financial advisor to Dow Chemical Co. in its merger with Union Carbide Corporation.

Represented 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 /Bally Entertainment Corporation
Represented 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 /The Stop & Shop Companies
Represented Merrill Lynch, Pierce, Fenner & Smith Incorporated as financial advisor to The Stop & Shop Companies in its acquisition by Royal Ahold N.V.
LSG Advisors /Milestone Property Investors, Inc.
Represented 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. /Epic Holdings, Inc.
Represented 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. /Milestone Properties, Inc.
Represented 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.

Mr. Klein 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 ten editions (2006-2015). According to Legal 500 US 2011, Mr. Klein "is a true adviser and has a wealth of experience. He understands the legal intricacies, is always accessible, and is very respected by boards and senior management teams." In 2012, Legal 500 US referred to Mr. Klein as "one of the best deal lawyers in the country."

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