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2021 DIVERSITY DATABASE UNDERWRITER Wachtell, Lipton, Rosen & Katz

The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.

David K. Lam, Partner—Corporate

David K. Lam is a corporate partner at Wachtell, Lipton, Rosen & Katz. He focuses on mergers and acquisitions, securities transactions and corporate governance. His practice has included a wide range of matters, including public and private acquisitions and divestitures, domestic and international transactions, carve-out IPOs, spin-offs, split-offs, joint venture transactions and private equity transactions. He also advises numerous companies on takeover defenses, proxy contests and corporate governance matters. In 2012 and 2015, David was named by The American Lawyer as a Dealmaker of the Year.

David received his B.A. (economics and molecular biophysics & biochemistry) summa cum laude from Yale University, where he was awarded the Arthur Twining Hadley Prize and Russell Henry Chittenden Prize for the highest GPA. He received his J.D. from Yale Law School, where he served as managing editor of the Yale Law Journal and articles editor of the Yale Journal on Regulation. Upon graduation from law school, David served as a law clerk to the Honorable José A. Cabranes of the U.S. Court of Appeals for the Second Circuit.

Please provide an overview of what, substantively, your practice area entails.

I focus on mergers and acquisitions, securities transactions and corporate governance. My practice includes a wide range of matters, including public and private acquisitions and divestitures, domestic and international transactions, carve-out IPOs, spin-offs, split-offs, joint venture transactions, and private equity transactions. I also advise companies on takeover defenses, proxy contests and corporate governance matters. I was named by The American Lawyer as a Dealmaker of the Year for 2012 and also for 2015.

What types of clients do you represent?

I represent companies across a wide range of industries (e.g., financial services, energy, health care, real estate), as well as private equity firms. Examples of clients whom I’ve represented include Pfizer, Cardinal Health, CareFusion, Abbott Laboratories, AbbVie, Johnson Controls, New York Stock Exchange, MetLife, BGC Partners, Atlas Energy, Berry Petroleum, Sunoco, Rayonier, AMB Property, Washington Prime Group, Sunrise Senior Living, and The Mills Corporation.

What types of cases do you work on?

Mergers and acquisitions, securities transactions and corporate governance matters. Examples include:

  • Abbott laboratories in its $25 billion acquisition of St. Jude Medical, its $4.3 billion sale of its vision care business to Johnson & Johnson and its $55 billion spin-off of AbbVie
  • Pfizer in its agreed $160 billion acquisition of Allergan and in its $5.2 billion acquisition of Anacor
  • Pharmaceuticals
  • AbbVie in its $21 billion acquisition of Pharmacylics
  • CareFusion in its $12.2 billion sale to BD
  • Monsanto in its $66 billion sale to Bayer
  • Johnson Controls in its $28.9 billion combination with Tyco International
  • Atlas Energy and its affiliates in a $7.7 billion sale to Targa Resources, a $4.3 billion sale to Chevron, and a $1.7 billion joint venture with Reliance Industries
  • Energy Transfer Equity in its agreed $37.7 billion combination with The Williams Companies
  • GlaxoSmithKline in its unsolicited offer and $3.6 billion acquisition of Human Genome Sciences
  • The Wyeth board of directors in its $68 billion merger with Pfizer
  • Cardinal Health in its joint venture transaction with CVS Caremark, its $2.1 billion acquisition of Assuramed, its $1.3 billion acquisition of Kinray, its $1.5 billion acquisition of VIASYS Healthcare, its $3.3 billion sale of its Pharmacology Technology Business to an affiliate of the Blackstone Group, its acquisition of P4 Healthcare Solutions, and in its $4.1 billion spinoff of CareFusion Corporation
  • Nasdaq in its $1.1 billion acquisition of International Securities Exchange from Deutsche Böerse
  • BGC Partners in its successful hostile acquisition of GFI Group, its $650 million sale of Trayport to Intercontinental Exchange, and in its $1.234 billion sale of its electronic trading business to Nasdaq
  • New York Stock Exchange in its agreed $23.4 billion cross-border combination with Deutsche Böerse, its $10 billion cross-border combination with Euronext N.V., and its merger with Archipelago
  • MetLife in the sale of its depositary business to GE Capital Retail Bank, its $1.6 billion split-off of its interest in Reinsurance Group of America, and its sale of State Street Research & Management Company to BlackRock
  • Berry Petroleum in its $2.5 billion sale to LINN Energy and LinnCo
  • Sunoco in its $5.3 billion sale to Energy Transfer Partners and in its IPO and spin-off of SunCoke Energy, a $1.2 billion company
  • Rayonier in its spin-off of Rayonier Advanced Materials
  • AMB Property Corporation in its $15 billion merger with ProLogis
  • Sunrise Senior Living in its $3.4 billion sale to Health Care REIT

How did you decide to practice in your area?

I decided to focus on my practice area following my experience as a summer associate at Wachtell Lipton. I had spent half of that summer working in the corporate department at Wachtell Lipton, and the other half working at a management consulting firm. I enjoyed both experiences, but I preferred my work at Wachtell.

What is a typical day or week like in your practice area?

My work day and week varies depending on the number of deals that I’m working on and the stage of each deal. Typically, I spend most of the day on the phone or in meetings, working with clients on deal-specific issues, or negotiating M&A agreements. I spend most evenings drafting and reviewing agreements and other deal-related documents, and preparing for meetings for the next day.

What is the best thing about your practice area?

My practice area enables me to provide advice to top-level executives for transactions that they view are of critical importance to the company. Our firm handles some of the largest, most complex and demanding transactions in the United States and around the world, and it is exciting to be able to play a key role in these matters.

What is the most challenging aspect of your practice area?

The most challenging aspect of my practice is the amount of time and level of commitment necessary to provide the level of service that we want to provide, and that our clients expect from us. My hours are long. That said, I can honestly say that I love my work and feel fortunate that I ended up working in my practice area at the firm.

What training, classes, experience or skills development would you recommend to someone who wishes to enter your practice area?

I do not think that any particular training or class is a prerequisite to starting in my practice area, but I recommend taking a course in corporate law and having some familiarity with accounting principles. I also find that new attorneys who have had prior business experience have an easier time grasping the business and legal issues faced by our clients.

What misconceptions exist about your practice area? What do you wish you had known before joining your practice area?

One common misconception that existed when I was in law school was that investment banks are the primary advisors to corporate clients on M&A transactions, and that a corporate lawyer simply works for the investment bank, with little direct contact with the corporate client. Although some law firms advise investment banks on M&A transactions, Wachtell Lipton generally only advises the corporate client on an M&A transaction. In those deals, both the corporate lawyer and investment banker are key advisors on the deal, and their roles often converge—namely, to provide the client with advice and strategy on the best way to successfully complete a transaction.

What is unique about your practice area at your firm, and how has it evolved since you have been at the firm?

Wachtell Lipton enjoys a reputation as one of the world’s leading business law firms. As a result, companies choose our firm for the largest, most complex and demanding M&A transactions and corporate governance issues.

Since I have been at the firm, M&A transactions have become more complex and require a greater level of expertise. Shareholder activism and governance activism have risen significantly since I started at the firm and have become a larger focus of my clients and my practice.

What activities do you enjoy when you are not in the office, and how do you make time for them?

I enjoy running, biking, and travelling, as well as spending time with my friends and family. On occasion, I have to change or cancel my plans because of work obligations, but I am generally able to keep up with my activities outside of work.