Mergers and Acquisitions

Davis Polk is regularly involved in the largest and most complex mergers and acquisitions of the day. Clients – new and longstanding, large and small – engage us when the strategic importance, regulatory or tax complexity or global scope of a transaction calls for Davis Polk's lawyers.

We have a long history of innovation, commercial awareness and creative problem-solving. Our M&A lawyers bring sophisticated judgment and client service to high-stakes transactions, including public and private deals, defensive situations, private equity transactions, joint ventures and strategic alliances, carveouts and divestitures, strategic investments and other types of transactions.

Clients have increasingly relied upon our unparalleled tax and regulatory capabilities, which seamlessly complement our transactional capabilities, including our antitrust and competition, CFIUS, data privacy and cyber-security, and FCPA practices.

Recognition

  • According to Thomson Reuters, through 2017, Davis Polk ranked:
    • 2nd in completed global M&A
    • 1st in completed U.K. M&A
    • 1st in completed Japanese M&A

  • Law360  Among the "M&A Practice Groups of the Year" 2013, 2014, 2015, 2016 and 2017

  • Chambers USA, Legal 500 and IFLR1000 – 1st tier among law firms in U.S. M&A

  • "Global M&A Deal of the Year" – by American Lawyer for our representation of Syngenta on its takeover by ChemChina

  • Chambers USA – Clients say: “‘Their work is excellent. I go to them for complicated matters. They are thoughtful and their drafting is strong.’ ‘A phenomenal firm, very good technical lawyers.’”

  • Legal 500 U.S – “Davis Polk’s supreme financing and capital markets expertise and its strong presence in the key global financial centers make it a leader for complex and cross-border mega deals.”

Notable Matters

Davis Polk has long been the firm of choice for many of the world’s leading blue chip companies and financial institutions.

ExxonMobil
  • $81 billion merger with Mobil – creating the world’s largest integrated oil company
  • $41 billion stock acquisition of XTO Energy – the largest oil and gas deal in four years
  • $6.6 billion acquisition of Bass Family assets in the Permian Basin
  • $2.5 billion acquisition of InterOil, an independent oil and gas business with a sole focus on Papua New Guinea

Comcast
  • $53 billion acquisition of AT&T’s broadband business
  • $37 billion NBCUniversal joint venture with General Electric
  • $16.7 billion acquisition of GE’s 49% common equity stake in NBCUniversal
  • $3.8 billion acquisition of DreamWorks Animation
  • Wireless agreement with Charter Communications 

AETNA
  • $77 billion pending acquisition by CVS Health
  • $37  billion acquisition of Humana
  • $7.3 billion acquisition of Coventry Health Care

Citi
  • $58 billion recapitalization transaction involving the U.S. government and private investors
  • Formation of Morgan Stanley Smith Barney, and Citi's subsequent sale of its interest in MSSB to Morgan Stanley
  • $4.25 billion sale of OneMain Financial to Springleaf
  • $982 million sale of its Agency Mortgage Servicing business
  • Spinout of certain Citi alternatives businesses, including CAI’s hedge fund, private equity and CLO businesses, to management

AstraZeneca
  • Defense of an unsolicited $119 billion acquisition proposed by Pfizer
  • $15.6 billion acquisition of MedImmune
  • $8.5 billion strategic oncology collaboration with Merck
  • $7 billion expansion of its diabetes alliance with Bristol-Myers Squibb (BMS) through BMS' acquisition of Amylin Pharmaceuticals
  • $2.7 billion acquisition of ZS Pharma

Roche
  • $46.8 billion acquisition of the public minority in Genentech – the largest-ever completed going-private transaction
  • $8.3 billion acquisition of InterMune
  • $3.4 billion hostile acquisition of Ventana Medical Systems
  • $1.9 billion pending acquisition of Flatiron Health
  • $1 billion majority investment  and broad strategic collaboration with Foundation Medicine

Syngenta
  • $45 billion acquisition by ChemChina – the largest Chinese outbound M&A transaction ever
  • Successful defense of an unsolicited bid from Monsanto

ARM Holdings
  • $32 billion acquisition by SoftBank Group – the largest acquisition of a U.K. company by an Asian acquirer
 
Lockheed Martin
  • $9 billion acquisition of Sikorsky Aircraft from United Technologies 
  • $5.9 billion separation and combination of its realigned Information Systems & Global Solutions business with Leidos in a tax-efficient Reverse Morris Trust transaction

General Electric
  • $32 billion sale of Commerical Distribution, Vendor and Corporate Finance platforms to Wells Fargo
  • $26.5 billion sale of real estate assets and performing loans of GE Capital Real Estate to Blackstone and Wells Fargo
  • $12 billion sale of its U.S. sponsor finance business and a $3 billion bank loan portfolio
  • Sale of $8.5 billion of health care-related loans and GE's Healthcare Financial Services U.S. lending business
  • Sale of GE Capital Bank’s U.S. online deposit platform along with $16 billion in deposits of GE Capital Bank to Goldman Sachs Bank USA

Freeport-McMoran
  • $25.6 billion acquisition of Phelps Dodge
  • $6.9 billion acquisition of Plains Exploration & Production Company
  • $3.4 billion acquisition of McMoRan Exploration Co.

Reckitt Benckiser
  • $17.9 billion acquisition of Mead Johnson Nutrition
  • $4.2 billion sale of its Food Division to McCormick & Co.

CNOOC
  • $15.1 billion acquisition of Nexen – the largest completed foreign acquisition by a Chinese company
  • $18.5 billion proposed acquisition of Unocal

Morgan Stanley
  • $9 billion investment by Mitsubishi UFJ Financial
  • Joint venture with Mitsubishi UFJ Financial that integrated their securities operations in Japan
  • $1.5 billion disposition of Van Kampen Investments

Baker Hughes
  • $25 billion combination with GE’s oil and gas business
  • divestiture of a North American land pressure pumping company to and joint venture with CSL Capital Management and Goldman Sachs’ Merchant Banking division
  • defense of a hostile bid by Halliburton and proposed merger

Markit
  • $13 billion merger of equals with IHS to create IHS Markit, a world leader in critical information, analytics and solutions

Tyson Foods 
  • $8.55 billion acquisition of all the outstanding shares of Hillshire Brands
  • $4.2 billion acquisition of AdvancePierre Foods

ConAgra Foods
  • $6.8 billion acquisition of Ralcorp
  • $2.7 billion sale of its private label operations to TreeHouse Foods
  • Separation into two independent public companies: one comprising its consumer brands portfolio and the other its portfolio of frozen potato products

Technip-FMC
  • $13 billion combination with FMC Technologies, a  global market leader in subsea systems

Emerson
  • $4 billon sale of its Network Power division to Platinum Equity
  • $3.15 billion acquisition of Pentair’s Valves & Controls business
  • £997 million unsolicited acquisition of Chloride Group
  • $1.44 billion sale of its Power Transmission Solutions business unit to Regal Beloit Corporation
  • $1.2 billion sale of Leroy-Somer and Control Techniques to Nidec
  • $1.2 billion acquisition of Avocent

SS&C Technologies
  • $5.4 billion acquisition of DST Systems
  •  
    $2.7 billion acquisition of Advent Software
  •  
    $425 million acquisition of Citigroup’s Alternative Investor Services business