Thomas W. Christopher
Professional Profile
Thomas Christopher has been a partner of Kirkland & Ellis LLP since May 2003. Mr. Christopher's practice focuses on mergers and acquisitions, corporate governance, securities, restructurings and related matters. He regularly represents principals and other parties in transactions involving the purchase and sale of companies, subsidiaries, divisions, joint ventures and other assets. Mr. Christopher focuses on the representation of public companies and over the years has advised numerous acquirers, targets and shareholders in both negotiated and unsolicited change-of-control transactions and other investments. His practice also includes the representation of special committees of boards of directors in connection with related party transactions. In addition, Mr. Christopher advises companies, hedge funds and other parties in connection with proxy contests, shareholder proposals and similar matters. He also has extensive experience advising boards of directors and managements of public companies regarding general corporate governance matters, including takeover management measures, disclosure issues and Sarbanes-Oxley issues. In the past, Mr. Christopher has also represented underwriters, issuers, placement agents, holders of securities and other parties in all types of securities offerings.
Mr. Christopher is listed as a recommended lawyer for both mergers and acquisitions and corporate governance matters in the United States 2010 Edition of the Legal 500 and he was selected for inclusion in Law & Politics' 2010 list of New York Super Lawyers. He was also selected for inclusion in the BTI Client Service All-Star List for 2010 and in the Mergers & Acquisitions' 2011 list of New York Super Lawyers. In addition, he is listed as a recognized lawyer in the Practical Law Company's 2009 compilation of the leading lawyers for corporate governance and directors' duties. Mr. Christopher has been mentioned numerous times in the "Big Deals" column of The American Lawyer magazine.
Representative Matters
Mr. Christopher's representations include the following:
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ABB Ltd, the Swiss conglomerate, in its pending $3.9 billion acquisition of Thomas & Betts Corporation
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McCormick & Schmick’s Seafood Restaurants, Inc. in connection with the unsolicited tender offer by an affiliate of Landry’s Restaurants, Inc. for all the outstanding common stock of the company
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The Special Committee of the Board of Directors of EXCO Resources, Inc. in connection with the proposal of the company's chairman and CEO to take the company private in a $5.4 billion transaction
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ABB Ltd in connection with its approximately $4.2 billion acquisition of Baldor Electric Company
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Clearwire Corporation in connection with the company's exploration of strategic alternatives
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The Special Committee of the Board of Directors of Sauer-Danfoss Inc. in connection with the offer by Danfoss A/S to acquire the outstanding common stock of Sauer-Danfoss Inc.
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Deutsche Bank Securities Inc. as financial adviser to American International Group, Inc. in connection with its sale of various subsidiaries and businesses
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NRG Energy, Inc. in connection with Exelon Corporation's approximately $7.5 billion unsolicited exchange offer and proxy contest for control of the company
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Constellation Energy Group, Inc. in connection with its approximately $4.7 billion sale to MidAmerican Energy Holdings Company, a subsidiary of Berkshire Hathaway Corporation
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Sun Capital Partners in connection with its successful proxy contest for the election of a slate of directors to the Board of Directors of Furniture Brands International, Inc.
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Sun Capital Partners in connection with its approximately $750 million unsolicited tender offer for, and subsequent acquisition of, Kellwood Company
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Dade Behring Holdings, Inc. in connection with its approximately $7.0 billion sale to Siemens Corporation
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The Strategic Committee of the Board of Directors of Trump Entertainment Resorts, Inc. in connection with the company's consideration of strategic alternatives
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The Special Committee of the Board of Directors of Alliance Data Systems Corporation in connection with the company's approximately $7.8 billion sale to an affiliate of The Blackstone Group
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Solutia Inc. in connection with its purchase from Akzo Nobel N.V. of Akzo Nobel's 50% interest in their Flexsys joint venture
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Myogen, Inc. in connection with its approximately $2.5 billion sale to Gilead Sciences, Inc.
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Constellation Energy Group, Inc. in connection with its approximately $11 billion merger with FPL Group, Inc.
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The Special Committee of the Board of Directors of New Valley Corporation in connection with Vector Group, Inc.'s unsolicited tender offer to acquire the outstanding common stock of New Valley Corporation
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UAL Corporation., the parent company of United Airlines, in connection with a variety of corporate matters
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Solutia Inc. in connection with the sale of substantially all the assets of Astaris LLC, a 50%/50% joint venture with FMC Corporation
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GenCorp Inc. in connection with an unsolicited offer by Steel Partners II, L.P. to commence negotiations to acquire the company
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Merrill Lynch & Co. as financial advisor to Constellation Brands, Inc. in connection with its acquisition of The Robert Mondavi Corporation
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Cable Design Technologies Corporation in its approximately $1 billion merger of equals with Belden Inc.
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Starwood Resorts & Hotels Worldwide, Inc. in connection with its unsolicited tender offer for 100% of the outstanding units of Westin Hotels Limited Partnership and related consent solicitation
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Metro-Goldwyn-Mayer Inc. in connection with the sale of its 20% interest in the IFC, AMC and WE: Women's Entertainment cable networks to Cablevision Systems Corporation
Publications
"Airgas Poison Pill Upheld as the Delaware Chancery Court Endorses the 'Just Not Now' Defense," Kirkland M&A Update, February 2011
"SEC Adopts Final Rules Facilitating Shareholder Proxy Access," Kirkland Governance Watch, September 2010
"SEC Seeks Comment on Broad Range of Potential Proxy Rule Amendments That Could Result in Significant Changes to Proxy System," Kirkland Governance Watch, July 2010
"Putting the Chill on Freeze-Out Transactions," Kirkland M&A Update, June 2010
"Delaware Supreme Court Issues Important Decision Regarding Vote Buying, Stock Transfer Restrictions, Definition of "Stock Ledger" and Director Reduction Bylaws," Kirkland M&A Update, May 2010
"Delaware Chancery Court Issues Important Decision Addressing Director Reduction Bylaws, the Definition of "Stockholder of Record," and Vote Buying," Kirkland M&A Update, March 2010
"Delaware Adopts Important Amendments to its General Corporation Law," Kirkland M&A Update, June 2009
"Factors Driving Current M&A Activity And Certain Notable Features of Current Deals," Mergers & Acquisitions Law Report, 12 MALR 635, June 2009
"Delaware Chancery Court Decisions Address Personal Liability of Directors in Change of Control Context," Kirkland M&A Update, November 2008
"Advance Notice Bylaws: Possible Amendments to Address Director Nominations and Shareholder Activism," Kirkland M&A Update, June 2008
"Topps Decision: Delaware Chancery Court Invalidates Standstill Agreement Preventing Competing Bidder From Making a Topping Tender Offer and Full Disclosure of Relevant Facts Surrounding Merger,"Kirkland M&A Notes, July 2007
"Selling a Joint Venture," Insights: The Corporate & Securities Law Advisor, May 2007 (co-authored with Jeffrey Symons and Adina Rosenthal)
"Ten Rules for Dealing with Activist Shareholders," The M&A Journal, January 2007 (co-authored with Yi Sheng)
"Shareholders at the Door -- Increasingly They Want a Say in Rights Plans, Presenting Boards With Serious Governance Issues," New York Law Journal, November 8, 2004 (co-authored with Stephen Fraidin)
"Recent Delaware Decisions Raise Serious Issues Regarding The Utility Of Special Committees," Corporate Counsel, September 2003 (co-authored with Stephen Fraidin)
"Increasing the Accountability of Executives and Officers," New York Law Journal, September 23, 2002 (Thomas W. Christopher)
Seminars
“M&A Deals: Anticipating & Resolving Issues That Threaten to Derail the Deal,” Program Co-Chair, New York City Bar, May 23, 2006, New York, New York
