Recent Public Company Representations

• Roche’s “going private” acquisition of Genentech
• Huntington Bancshares’ acquisition of Sky Financial
• Mercantile Bankshares’ merger with PNC, as well as its acquisitions of Community Bank of Northern Virginia and James Monroe Bank
• The Royal Bank of Scotland’s acquisition of Charter One Financial
• The St. Paul Companies’ merger with Travelers Property Casualty
• J.P. Morgan’s merger with Chase
• Pharmacia’s merger with Monsanto
• Citigroup’s purchase of Banamex
• Patriot Coal in its spinoff from Peabody Energy
• Compaq's restructuring of its investment in CMGI and Navisite 
• Delta Air Lines’ tender offer of Comair

Mr. Butler has extensive experience in unsolicited transactions and proxy contests, including Qwest’s unsolicited tender offers for US West and Frontier and TPG-Axon's proxy contest for Triad Healthcare (which culminated in the sale of Triad to Community Health Systems).

He has represented numerous special committees in related-party transactions, including First Advantage in its acquisition of businesses from First American and CareInsite in connection with the merger of Medical Manager, CareInsite and Healtheon/WebMD.

He has regularly represented private equity and hedge fund investors and their portfolio companies on a wide variety of transactions and corporate matters, including CSFB Private Equity's investment in Segway; Morgan Stanley Capital Partners’ acquisition of Aventine Renewable Energy; and TPG-Axon in a number of its investments, including its participation in Merrill Lynch’s rescue financings, a number of cross-border real estate investments, the LBO of Station Casinos and the LBO of Spirit Finance.

In October 2007, The New York Times listed Mr. Butler, along with several other Davis Polk partners, as one of the leading dealmakers on Wall Street under 40 years of age (“Facebook of Wall Street’s Future,” NYT, Oct. 3, 2007).

• Partner, 2002-present
• Associate, 1999-2002

• Davis Polk Leads Nominations for IFLR Americas Awards

• Davis Polk Advises Verisk Analytics on Its Initial Public Offering

• NCI Building Systems to Receive $250 Million Investment by Clayton, Dubilier & Rice

• Davis Polk Advises PepsiCo on Its Merger Agreements With Pepsi Bottling Group and PepsiAmericas and Related Bridge Financing Commitments

• Roche and Genentech Reach Friendly Merger Agreement

• Davis Polk Advises Roche on Its Offer to Acquire All Outstanding Shares of Genentech

• FDIC and Private Capital: Moving the Goal Lines
  Client Memorandum

• SEC Charges Perry Capital with Disclosure Violations in Connection with Alleged Vote Buying
  Client Newsflash

• SEC Charges Perry Capital with Disclosure Violations in Connection with Alleged Vote Buying
  Client Newsflash

• SEC Eliminates Broker Discretionary Vote for Director Elections in 2010, Proposes "Better" Proxy Disclosures and Codifies TARP Recipients "Say on Pay"
  Client Newsflash

• SEC Publishes Proxy Access Proposal
  Client Memorandum

May/June 2008
• Structuring Portfolio Companies: Director Independence | Deal Lawyers