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Corporate

  

Kaye Scholer’s Corporate Practice combines a full-service transactional practice with proactive, strategic business counseling. Both public and private clients in the US, Europe, Canada, Asia and elsewhere turn to us for focused senior-level attention on their most important matters, particularly with respect to complex corporate transactions. More than providers of sound legal advice, we  serve as strategic business counselors to help our clients achieve both their short- and long-term business goals.

In the Market

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The Numbers: Our Accomplishments

  • $16 billion Value of Novartis, GlaxoSmithKline series of oncology transactions on which we recently advised
  • 60+ Number of corporate lawyers firmwide
  • 11 Corporate practice rankings in US News–Best Lawyers “Best Law Firms” 2015
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Capabilities: How We Do It

  • Complete range of services: M&A, private equity and venture capital transactions, securities transactions, joint ventures and strategic alliances, investment management, corporate governance and general representation.
  • Strong presence in the key financial and technical capitals, including New York, Silicon Valley, Chicago, London, Shanghai and Frankfurt.
  • Proactive approach to strategic business counseling on inbound, outbound and multinational cross-border transactions.
  • Deep experience representing major international and domestic companies, both private and public, across a wide variety of industries.
  • Multidisciplinary problem solving allow us to handle the full spectrum of issues surrounding any transaction, including tax, financing, ERISA, employee benefits & executive compensation, real estate, restructuring and intellectual property.

M&A and Private Equity

  • Activaero GmbH (privately held German pharmaceutical company providing novel solutions for severe respiratory diseases): Sale of all shares to Vectura Group plc.
  • Alcon (the global leader in eye care; second largest division of Novartis Group): Acquisition of WaveTec Vision, a privately held company that developed the ORA System, the first commercialized intra-operative guidance system for cataract surgeons implanting intraocular lenses.
  • American Securities:
    • Acquisition of Learning Care Group (US) Inc., a provider of early education and child care services, from Morgan Stanley Global Private Equity.
    • Purchase of all of the outstanding equity interests of H.I.G. Marine LLC from H.I.G. Holdings LLC. H.I.G. Marine is a leading global provider of precision-engineered components and systems for vessel control and other specialized applications in the marine and industrial end markets.
  • Avión Tequila (ultra-premium tequila brand): Agreement to sell a majority stake in the Avión Spirits LLC joint venture to Pernod Ricard USA.
  • Healthy Directions LLC (direct-to-consumer retailer and US market leader in premium doctor-branded nutritional supplements and other health products) and equity holders American Securities and ACI Capital: Sale of the company to Helen of Troy Limited for approximately $195 million.
  • New York Islanders Owner Charles Wang: Sale of a substantial minority interest in the NHL team to an investor group that includes former Washington Capitals co-owner Jonathan Ledecky and investor Scott Malkin.
  • Novartis Pharmaceuticals
    • Intellectual property-related aspects of a series of strategic deals totaling $30 billion, including the landmark acquisition of GlaxoSmithKline’s oncology unit for up to $16 billion; the sale of its vaccine business to GSK for up to $7.1 billion, plus royalties; and the sale of its animal health unit to Eli Lilly & Co. for $5.2 billion.
    • Acquisition of CoStim Pharmaceuticals Inc., a Cambridge, MA-based, privately held biotechnology company focused on harnessing the immune system to eliminate immune-blocking signals from cancer.
  • Omega Healthcare Investors Inc.: Acquisition of all of the outstanding shares of Aviv REIT Inc. in a stock-for-stock merger that valued Aviv at $3 billion. The combination created a $10 billion premier publicly traded, pure-play real estate investment trust that will own 874 healthcare facilities in 41 states.
  • Onex Corporation: Sale of The Warranty Group Inc., a leading global provider of warranty solutions and related programs, to private equity firm TPG for an enterprise value of approximately $1.5 billion.
  • Pfizer: Acquisition of InnoPharma, Inc., a privately held pharmaceutical development company, for an upfront cash payment of $225 million, with up to $135 million of contingent milestone payments.
  • Pharmalink Consulting (a leading global provider of regulatory affairs consulting services to the life sciences industry): Sale of the company to business processes and operations provider Genpact Ltd.
  • Questex Media (a leading global business information and events company): Sale to Shamrock Capital Advisors
  • Sapheon Inc. (a US-based privately held developer of venous disease treatments): Sale to Ireland-headquartered, global health care leader Covidien plc.
  • Schilling Ventures LLC (operations-oriented investor based in Naperville, IL): Acquisition, together with co-sponsor Prospect Partners, of Cyclonaire Corporation, a global company headquartered in York, NE, offers custom-engineered and manufactured pneumatic conveying systems for the transfer of dry bulk materials, in partnership with management.
  • Skilled Healthcare Group, Inc.: Definitive agreement to combine with Genesis HealthCare, one of the nation’s largest providers of post-acute care services, in a 100 percent stock transaction to create an industry leader in the long-term care market, with trailing 12-month revenues of more than $5.5 billion.
  • Uni-World Capital:Acquisition of Drake Manufacturing Services Co., a leading manufacturer of precision CNC machine tools.
    • VanDeMark Chemical Inc. (portfolio company of Uni-World Capital, L.P.): Acquisition, together with institutional co-investors, of Framochem Kft from ISOCHEM S.A.S., a company belonging to Germany’s AURELIUS Group, and the related debt and equity financings in connection with the acquisition.
  • ValleyCrest Companies LLC: Definitive merger agreement with The Brickman Group Ltd. LLC.

 

Capital Markets: Debt & Equity

  • Five Oaks Investment Corp.
    • Offering of 3.5 million shares of common stock for $40.3 million.
    • Follow-on offering of 3.3 million shares of common stock for $35.1 million
  • Onex Corporation: $175 million registered block trade of equity in Spirit Aerosystems Inc.
  • Spirit AeroSystems
    • Public offering of 8,557,155 shares of the Company’s class A common stock for $307.2 million.
    • Public secondary offering of 8,168,351 shares of the Company’s class A common stock at $32.45 per share (and its selling stockholders, including Onex Corporation).
    • Several concurrent transactions, including a $300 million note offering, a related tender offer for outstanding notes and an equity offering by certain stockholders.

 

Investment Management

  • Healthy Planet Partners: Significant debt and equity fund focused on investments in distributed generation assets and energy efficiency projects. We have advised on all aspects of formation of the fund, electricity markets regulation, financing structures and tax concerns.
  • Ivanhoe Cambridge (the real estate investment group of Caisse de dépôt et placement du Québec): Investment in Lone Star Fund IX (Bermuda) LP

Joint Ventures and Strategic Alliances (Licensing & Collaborations) 

  • Novartis:
    • Master collaboration agreement with QIAGEN N.V. for the development and commercialization of companion diagnostics to be paired with existing Novartis products as well as compounds in its development pipeline.
    • Collaboration agreement with MolecularMD Corporation to develop a companion diagnostic test to aid in the identification of Ph+ chronic myelogenous leukemia (CML) patients who have achieved durable minimal residual disease with nilotinib (Tasigna®), and to provide molecular monitoring for patients during treatment-free remission.
  • Pfizer Inc.: Worldwide licensing agreement with OPKO Health Inc., granting Pfizer exclusive rights to develop and commercialize OPKO’s long-acting human growth hormone (hGH-CTP) for the treatment of growth hormone deficiency in adults and children, for an upfront payment of $295 million with up to $275 million of contingent milestone payments plus undisclosed royalties.
  • Sandoz Inc. (generic pharmaceuticals division of Novartis): Agreement with Anacor Pharmaceuticals Inc. granting Sandoz exclusive rights to commercialize Anacor’s drug, KERYDINTM (tavaborole) topical solution (5%), in the United States through its branded dermatology business, PharmaDerm.