R. Scott Falk, P.C. - Partner

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R. Scott Falk, P.C.

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Chicago
Phone: +1 312-862-2340
Fax: +1 312-862-2200
Overview News Events Publications

Professional Profile

Scott Falk is a partner in Kirkland's Chicago office, focusing primarily on mergers and acquisitions and securities offerings for public company clients. His broad base of experience includes negotiated mergers, tender and exchange offers, joint ventures, acquisitions and divestitures of subsidiaries and divisions of public companies, private placements and public offerings of securities and securities law counseling. Scott has also structured and negotiated numerous cross-border investments and acquisitions, both in-bound and out-bound.


Representative Matters

  • Molson Coors Brewing Company – $12 billion acquisition of Miller from SABMiller; stock acquisition of Starbev L.P.; joint venture between Coors Brewing Company and Miller Brewing Company; stock-for-stock merger between Adolph Coors Company and Molson Inc.; sale of Brazilian operations.

  • Baxter International Inc. – spinoff of Baxalta Incorporated; acquisition of Gambro AB; acquisition of Synovis Life Technologies, Inc.; acquisition of Prism Pharmaceuticals; acquisition of Baxa Corporation; acquisition of ApaTech Ltd.; negotiation of confidential acquisitions; corporate acquisition counseling.

  • Baxalta Incorporated − Represent Baxalta in the $32 billion sale of the company to Shire plc.

  • Sitel Worldwide Corp. − $830 million sale of the company to Groupe Acticall.

  • Trustwave Holdings, Inc. − $850 million sale of company to Singapore Telecommunications Limited.

  • Tronox Limited − $1.64 billion acquisition of FMC Corporation’s Alkali Chemicals business.

  • Zebra Technologies Corporation − $3.45 billion acquisition of Motorola Solutions, Inc.’s enterprise business.

  • AMCOL International Corporation − $1.7 billion sale of the company via tender offer to Minerals Technologies, Inc.

  • Fortune Brands Home & Security − $600 million acquisition by tender offer of Norcraft Companies, Inc.

  • The Boeing Company – acquisition by tender offer of Argon ST, Inc.; acquisition of 787 business from Vought Aircraft Industries; international joint ventures; strategic acquisitions.

  • Citigroup Global Markets Inc. − financial advisory engagements.

  • Lazard Frères & Co. – financial advisory engagements.

  • General Motors Corporation – sale of control of General Motors Acceptance Corporation; spin-off of Hughes Electronics and DirectTV; securities offerings totaling more than $6 billion; split-off of Electronic Data Systems; divestitures of assets, divisions and subsidiaries; counseling on corporate governance, disclosure and federal securities law matters.

  • Spectrum Pharmaceuticals, Inc. - acquisition by tender offer of Allos Therapeutics, Inc.

  • Ferrara Candy Company – merger of Ferrara Pan Candy Company and Farley’s and Sathers Candy Company.

  • Abbott Laboratories – product line divestitures; biotech investments.

  • Protection One, Inc. – sale of the company by tender offer to GTCR; stock-for-stock merger with Integrated Alarm Services Group, Inc.; bond offerings; securities law and corporate governance advice.

  • Tyco International – subsidiary and asset divestitures.

  • Kraft Foods, Inc. – asset divestitures; strategic supply and commercial agreements.

  • Madison Dearborn Partners, LLC – acquisition of CDW Corporation.

  • 1-800 Contacts, Inc. – cash merger with Fenway Partners III, LLC.

  • Ubiquitel, Inc. – cash merger with Sprint Nextel Corporation.

  • Concord EFS, Inc. – stock-for-stock merger with First Data Corporation.

  • UAL Corporation – restructuring; $1.4 billion convertible notes offerings; counseling on corporate governance and federal securities law matters.

  • FMC Technologies, Inc. – spin-off of food machinery and airport systems businesses; asset and subsidiary divestitures; securities law advice.

  • John Bean Technologies Corporation – asset divestitures; corporate and securities law advice.

  • FMC Corporation – asset and subsidiary divestitures; spin-off by reincorporation merger; counseling on corporate disclosure and federal securities law matters; international joint venture; public debt offering.

  • Pharmacia Corporation – asset and subsidiary divestitures; corporate counseling.

  • Monsanto Company – stock-for-stock mergers; asset and subsidiary divestitures and acquisitions; counseling on executive compensation, disclosure and federal securities law matters.

  • G.D. Searle & Co. – equity investments in biotechnology companies; global partnering arrangements; strategic commercial agreements.

  • The Servicemaster Company – acquisitions of public companies by tender offer and merger; securities offerings; federal securities law matters.

  • The Nutrasweet Company – asset and stock acquisitions; corporate reorganization; sale of the company.

  • Davel Communications, Inc. – acquisitions of public companies by both cash and stock-for-stock mergers.

  • Varlen Corporation – defense of hostile tender offer; sale of the company; counseling on acquisitions and securities law matters; preparation of long-term equity incentive plan and other compensation plans.

  • McWhorter Technologies, Inc. – sale of the company via tender offer and second-step merger.

  • Edelman Public Relations Worldwide – counseling on corporate law and executive compensation matters; various corporate transactions.


Memberships & Affiliations

American Red Cross

  • Chairman, National Philanthropic Board

American Red Cross of Greater Chicago

  • Immediate Past Chairman of the Board

Chicago Humanities Festival

  • Board Member


Other Distinctions

Professional Recognition:

Chambers Global, The World's Leading Lawyers for Business, 2005, 2012-2016

Chambers USA, America's Leading Lawyers for Business, 2004-2015

The Best Lawyers in America, Mergers & Acquisitions, Corporate Governance & Compliance Law, 2006-2016

The Legal 500 U.S., Mergers & Acquisitions, 2007, 2008, 2010, 2011, 2013, 2014, 2015

The International Who's Who of Mergers & Acquisitions Lawyers, 2007-2015

Selected as One of Chicago's Top 10 M&A Lawyers, Chicago Lawyer, January 2005


Publications

Review of "Representing the Corporate Client: Designs for Quality," 47 The Business Lawyer 1739 (1992).

Seminars

In September 2016 in Chicago and October 2016 in New York, Scott will co-chair the Practicing Law Institute seminar “Hot Topics in Mergers and Acquisitions 2016.” Scott co-chaired the same seminar in 2006, 2007, 2008, 2009, 2010, 2011, 2012, 2013, 2014 and 2015.

In 2012, Scott acted as chairman for the Ray Garrett Jr. Corporate and Securities Law Institute in Chicago, and has chaired several panels at the Garrett Institute on various M&A topics, including the 2014 panel “When the Challenge Goes Public” and the 2013 panel “Avoiding Pitfalls in M&A Transactions.” Scott will chair the M&A panel at the 2016 Garrett Institute.

© 2016 Kirkland & Ellis LLP