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Thought Leader

WWL Ranking: Global Elite Thought Leader

Questions & Answers

Adam focuses on complex M&A, corporate governance and securities law matters, in the US and globally. He also has extensive experience in takeover defence. After clerking for Judge Abner J Mikva, of the US Court of Appeals for the DC Circuit, Adam joined Wachtell Lipton in 1986 and was named partner in 1991. Adam attended the University of Chicago, from which he received his JD with honours. While there he was elected to the Order of the Coif and received an Olin Fellowship in law and economics.

Describe your career to date.

My former colleague John Coates, who became a partner of the firm and soon thereafter left for what has been a very distinguished career in teaching and scholarship at Harvard Law School, was asked why he had put all that effort into becoming a partner, and then given up the brass ring. He famously replied that becoming a partner at Wachtell Lipton is sort of like winning a pie-eating contest, where the prize is … more pie. He’s right. I’ve eaten a lot of pie. And enjoyed all of it immensely. I’ve advised on deals and situations of every stripe and complexion, in virtually every industry and part of the world. I’ll mention some specific highlights below, but suffice to say that there’s never been a dull moment in all my years as a corporate lawyer.

What motivated you to specialise in M&A and governance law?

M&A is a fantastic mixture of things that I find interesting. An amazingly dynamic area of the law that has evolved immensely during the years I’ve been fortunate to be a part of it, often with practitioners driving that evolution, and with Wachtell Lipton generally at the cutting edge of those innovations and developments. I studied economics as an undergraduate and have always been fascinated by business. And I love people. M&A is all about the art of the possible, the real (and messy) world of capitalism and competition. And the reality of folks interacting in the crucible of negotiating – and sometimes litigating – to manoeuvre, posit, compromise and reach agreement. High pressure. High stakes. Plenty of opportunity to serve and make a difference. Just a fabulous show to be a part of.

And not to be overlooked is the actual law bit, which is sort of a combination of a Rubik’s cube, coding, Where’s Waldo and Jenga: complicated, technical agreements, instruments and structures, against a background of overlapping and intersecting legal and regulatory frameworks.

What did you find most challenging about entering the M&A area?

Sleep deprivation. Seriously. It’s not a sport for the faint of heart or constitution. The adrenaline rush of being on point for clients, at crucial, and often emotional, times in their business lives, is a great antidote to exhaustion, and a reward of its own, but the reality is that it is a tough, taxing vocation.

What makes Wachtell, Lipton, Rosen & Katz stand out from its competitors in the market?

During my years – now decades – at Wachtell Lipton, I’ve been fortunate to benefit from the unbelievable quality and intensity of my colleagues and the incredible reputation of the firm. We are involved, I would say immodestly, in the largest and most interesting deals and situations, which is a virtuous circle that allows us to continually refresh and improve our skills and relevant experience and expertise. We are an outlier, in many ways, and have really become more so, during the past few decades. We have one office in New York, from which we are involved in deals around the globe. We’re few in number, by comparison with the wide-ranging legal behemoths that have come into existence. We’re not leveraged, we’re a general partnership – 100 per cent lockstep – and everyone in the firm is 100 per cent outwardly focused on doing actual legal work, and providing solutions to our clients in the absolute most efficient way possible. Our partners work like associates, on the front line, and our associates take charge like partners.

How has the market changed since you first started practising?

In terms of change, both forward-looking and backward-looking, the four biggest sea changes have been technology, scale, globalisation and the rise of the general counsel (GC). I started practising when the fax had just come in. Before mobile phones. Before email. Before video-conferencing. Before PCs and word processing. Before electronic filing of documents with the SEC and other regulators. Before many firms had offices in more than a city or two. Before lie-flat seats on airplanes. And before the GC had become the principal legal adviser to the board and the CEO – captain of a team of lawyers often equal to the best that can be found in private practice. I hesitate to mention all of this, so ancient does it make me sound. But the world for corporate lawyers at the tip of the spear in negotiating and documenting transactions and financings has changed profoundly. The qualities needed for success have not changed that much, however, including intelligence, commitment, experience, judgement and being a team player. But the intensity and complexity, and the 24/7, global, cross-cultural nature of the practice has ramped up many degrees. All in all, it’s an exciting time, and the life of an M&A lawyer is more fun and engaging than ever.

Looking back over your career, what is the most interesting transaction you have been a part of?

That’s a tough question, almost like asking which of your children do you love the most. I’ve been incredibly fortunate to be involved with tremendously interesting and high-profile transactions over the years, from MCA’s sale to Matsushita at the height of the boom of Japanese outbound investment in the USA to representing T-Mobile USA and Deutsche Telekom in their recently agreed $146 billion combination of T-Mobile and Sprint; Wyeth in its $68 billion acquisition by Pfizer; Canada’s Tim Hortons in its $12 billion combination with Burger King; Covidien plc in its $50 billion acquisition by Medtronic; and Iscar in its acquisition by Berkshire Hathaway. Being involved with transactions involving every part of the world, and for clients and counterparties from vastly different cultures and perspectives, has been tremendously interesting and fun. Following the Iscar transaction, the management team and I hosted Warren Buffett and Charlie Munger on a visit to Israel, and over the next few years travelled with Warren to visit Iscar operations in Korea, China, Japan and India, which was a uniquely interesting experience.

How do you see your practice developing over the next five years?

M&A has always been, and will always be, a mirror in which economic cycles and the attitudes of business leaders and governments are reflected. While current M&A volumes – including cross-border volumes – are at record levels, we are living in interesting times, as the proverb has it. Long story short, the future is unknowable, and five years is an eternity. I don’t forecast a repeat of the great financial crisis, but I certainly know that it could happen.

Aside from the macro environment, the pace of change in the art and science of M&A has never been greater. Five years is probably a little on the short side for AI to supplant the likes of me and my colleagues as trusted advisers and experienced counsellors, but I do expect that the nature of the practice will continue to evolve rapidly and somewhat unpredictably with the constant leavening of technological change.

What is the best piece of career advice you have ever received?

It’s an old saw, but all of that stuff about doing what you love and never working a day in your life is dead on. Wachtell Lipton is a place filled with folks who are doing just that, starting with Marty Lipton. The nature of our work, being suddenly called to duty, dropping all else, and working intensely around the clock, sometimes far from home, is something that you might think would be hard to enjoy. We’ve been lucky to attract lawyers who find our work to be fabulously interesting and engaging. Who love their work. I’ve personally been very lucky to be a part of that team of engaged and happy colleagues. I can’t think of anything more fun. And that’s the advice that all of us at Wachtell Lipton have received from day one, and which is the core of our culture: Join the team if you’re doing so because you love the work, including the intensity, the uncertainty, the responsibility, the whole package. And that depth of love – in any field – will lead to good things.

WWL Ranking: Thought Leader

WWL says

Adam Emmerich is a top-quality dealmaker who has been involved in a plethora of 11- and 12-digit-dollar deals in recent years across telecoms, pharmaceuticals and healthcare.

Questions & Answers

Adam Emmerich focuses on M&A and corporate governance, and has led complex, bet-the-company transactions in a wide variety of industries throughout the US and globally. He also has extensive experience in takeover defence. Adam is consistently recognised as a leading lawyer and dealmaker by peers and market commentators, and is a frequent author and speaker on M&A and corporate governance. Adam lives with his wife in Manhattan, where they raised their two daughters and son.

WHAT INSPIRED YOU TO PURSUE A LEGAL CAREER?

Folks who’ve known me since childhood would tell you that I was a lawyer long before I ever started law school. I’m not entirely sure that’s a compliment, but the truth is that I have always been drawn to law’s combination of logic, verbal richness, and the business of creating a society based on justice and the system that makes all of that possible.

Many – and many very successful – lawyers remember law school as something of an ordeal, a necessary stop on the road to a legal career, and perhaps not all that relevant to what they end up doing in the service of their clients once they enter the profession. I’ve often said that law school was among the three most enjoyable years of my life. I loved every minute of it. Drinking from a fire hose of source material every day, engaging in Socratic debate to plumb the meaning of it all, and the tremendous diversity of everyday activity that the law touches on. Humanity in all its complexity and drama.

WHAT LED YOU TO SPECIALISE IN M&A?

M&A is a fantastic mixture of things that I find interesting. An amazingly dynamic area of the law that has evolved immensely during the years I’ve been fortunate to be a part of it, often with practitioners driving that evolution, and with Wachtell Lipton generally at the cutting edge of those innovations and developments. I studied economics as an undergraduate and have always been fascinated by business. And I love people. M&A is all about the art of the possible, the real (and messy) world of capitalism and competition. And the reality of folks interacting in the crucible of negotiating – and sometimes litigating – to manoeuvre, posture, compromise and reach agreement. High pressure. High stakes. Plenty of opportunity to serve and make a difference. Just a fabulous show to be a part of.

And not to be overlooked is the actual law bit, which is sort of a combination of a Rubik’s cube, coding, Where’s Waldo and Jenga: complicated, technical agreements, instruments and structures, against a background of overlapping and intersecting legal and regulatory frameworks.

WHAT DO CLIENTS LOOK FOR IN A SUCCESSFUL M&A LAWYER?

My former colleague John Coates, who became a partner of the firm and soon thereafter left for what has been a very distinguished career in teaching and scholarship at Harvard Law School, was asked why he had put all that effort into becoming a partner, and then given up the brass ring. He famously replied that becoming a partner at Wachtell Lipton is sort of like winning a pie-eating contest, where the prize is … more pie. He’s right. And that’s exactly what clients are looking for in a successful M&A lawyer: plenty of pie eaten, and plenty of appetite to eat more. Experience, intensity of focus, and interest on the front line. M&A is not a spectator sport, nor one that lends itself to Olympian detachment or Delphic pronouncements. A successful M&A lawyer is an on-field player-coach, directing the flow of play and engagement with the other side, in a game that generally requires both sides winning for either side to do so. Experience counts. Pattern recognition. The ability to sort the wheat from the chaff. And to adapt rapidly to unexpected developments and novel situations.

HOW HAS THE MARKET CHANGED SINCE YOU FIRST STARTED PRACTISING?

In terms of change, both forward-looking and backward-looking, the four biggest sea changes have been technology, scale, globalisation and the rise of the general counsel (GC). I started practising when the fax had just come in – before mobile phones, email, video-conferencing, PCs and word processing, or electronic filing of documents with the SEC and other regulators. Before many firms had offices in more than a city or two. Before lie-flat seats on airplanes. And before the GC had become the principal legal adviser to the board and the CEO – captain of a team of lawyers often equal to the best that can be found in private practice. I hesitate to mention all of this, so ancient does it make me sound. But the world for corporate lawyers at the tip of the spear in negotiating and documenting transactions and financings has changed profoundly. The qualities needed for success have not changed that much, however, including intelligence, commitment, experience, judgement and being a team player. But the intensity and complexity, and the 24/7, global, cross-cultural nature of the practice has ramped up many degrees. All in all, it’s an exciting time, and the life of an M&A lawyer is more fun and engaging than ever.

SOME PRACTITIONERS HAVE NOTICED LESS CROSS-BORDER M&A ACTIVITY RECENTLY. WHAT DO YOU PUT THIS DOWN TO?

We are – as demonstrated by the large shrinkage in cross-border volumes – living in interesting times. The level of disruption in relations among nations may not yet be at the levels that, in the 20th century, led to worldwide armed conflict, but whether it is US-China, Trump’s radical re-imagining of American foreign policy, Brexit, Russian adventurism in election influencing and otherwise, populism left and right across Europe and elsewhere, Hong Kong, Kashmir, Greenland, negative interest rates, climate change, etc, the world is not exactly steady as she goes. The balance has not yet swung away from M&A in the US, but the appetite for cross-border deals – with their attendant political risk, both in execution and thereafter, if achieved –is definitely way way down, as reflected in the numbers.

THE VOLUME OF M&A IN THE US HAS BEEN HIGH OVER THE PAST YEAR. DO YOU EXPECT THIS TO CONTINUE NEXT YEAR?

Maybe. M&A is and has always been a mirror in which economic cycles and the attitudes of business leaders and governments are reflected. The US expansion of the last 10-plus years has been good for animal spirits on Wall Street and in the boardroom. Whether the balance will swing away from M&A in the US – be that for domestic reasons or because of the larger forces of global disruption and isolation I’ve noted – is anyone’s guess.

HOW DO YOU SEE YOUR PRACTICE DEVELOPING OVER THE NEXT FIVE YEARS?

The future is unknowable, and five years is an eternity. I don’t forecast a repeat of the great financial crisis, but I certainly know that it could happen.

Global Leader

M&A 2019

Professional Biography

WWL Ranking: Global Elite Thought Leader

WWL says

Adam Emmerich is a top-quality dealmaker who has been involved in a plethora of 11- and 12-digit-dollar deals in recent years across telecoms, pharmaceuticals and healthcare.

Biography

Adam O Emmerich practices in Wachtell Lipton's corporate department, focusing primarily on mergers and acquisitions, corporate governance and securities law matters. His practice has included a broad and varied representation of public and private corporations and other entities in a variety of industries throughout the United States and globally, in connection with mergers and acquisitions, divestitures, spin-offs, joint ventures and financing transactions. He also has extensive experience in takeover defence. 

Adam led the Wachtell Lipton teams for Tim Hortons in its $12.2 billion combination with Burger King Worldwide and Covidien plc in its $49.9 billion acquisition by Medtronic, which were named by The American Lawyer as 2015 Global M&A Deal of the Year: Canada and Global M&A Deal of the Year: Ireland.

Adam is recognised as one of the 500 leading lawyers in America by Lawdragon, one of the world’s leading lawyers in the field of mergers and acquisitions by Chambers & Partners, an expert M&A and corporate governance in the real estate field by Who's Who Legal, and as an expert both in M&A and in corporate governance by Euromoney Institutional Investor’s Expert Guides.

Among the other transactions in which he has taken a leading role are: Deutsche Telekom in its agreed $39 billion sale of T-Mobile to AT&T and Deutsche Telekom and T-Mobile USA in the combination of T-Mobile USA and MetroPCS Communications at a $30 billion enterprise valuation; and Iscar / IMC International Metalworking Companies B.V. and the Wertheimer family in the acquisition by Berkshire Hathaway of an 80 per cent interest in Iscar at a $5 billion enterprise value, and in Berkshire Hathaway’s subsequent $2.05 billion purchase of the remaining 20 per cent interest.

After serving as a law clerk to Judge Abner J Mikva, of the United States Court of Appeals for the District of Columbia Circuit, Adam joined the firm in 1986 and was named partner in 1991. He attended Swarthmore College and The University of Chicago, from which he received his JD with honours. While at the University of Chicago, Adam served as topics and comments editor of The University of Chicago Law Review, was elected to the Order of the Coif, and was the recipient of an Olin Fellowship in law and economics. He is a frequent author and speaker on topics relating to mergers and acquisitions and corporate governance, including at MIT’s Sloan Convocation and on India’s CNBC-TV18.  

Adam is co-chair of the International Institute for the Study of Cross-Border M&A, co-chair of the advisory board of New York University’s REIT Center for the Study of Public Real Estate Companies, and a member of the American Law Institute. He has served as co-chair of the NYU Real Estate Institute’s Annual Symposium on REITs since its inception. He is a member of the corporate academic bridge group of the NYU Pollack Center for Law & Business, and a frequent contributor to the Harvard Law School forum on corporate governance and financial regulation. Adam serves on the board of the American Friends of the Israel Museum, and as president of the Friends of the Israel Antiquities Authority and also of the Friends of Rambam Medical Center.

Adam lives in Manhattan with his wife, two daughters and son.

Real Estate 2019

Professional Biography

WWL Ranking: Recommended

WWL says

Adam Emmerich is a distinguished name in New York when it comes to real estate and M&A practice. He is experienced at representing a range of clients in publicly traded, high-profile real estate matters.

Biography

Adam O Emmerich focuses his practice primarily on mergers and acquisitions, particularly in the REIT and publicly traded real estate areas, including in divestitures, spin-offs, joint ventures and financing transactions. He also has extensive experience in takeover defence, corporate governance, and securities law matters and has represented a broad variety of public and private enterprises throughout the United States and globally.

Adam has represented the leaseholders of the World Trade Center in their rebuilding and insurance matters since 2001. He represented Annaly Capital Management in its US$1.5 billion acquisition of Hatteras Financial; JAVELIN Mortgage Investment in its acquisition by ARMOUR Residential REIT; the special committee of Starwood Waypoint Residential Trust in its merger with Colony American Homes and internalisation of its manager, to create a combined company that manages over 30,000 homes with an aggregate asset value of US$7.7 billion; Sunrise Senior Living in connection with its sale to Health Care REIT, in transactions involving a total investment by Health Care REIT of US$4.3 billion; AMB Property Corporation in its US$15 billion merger with ProLogis to create a REIT with combined assets owned and under management of US$46 billion; the special committee of the board of directors of Colony Financial in its US$738.3 million acquisition of the real estate and investment management businesses of Colony Capital; Washington Prime Group in its US$4.3 billion acquisition of Glimcher Realty; Simon Property Group in its US$4.15 billion spin-off of Washington Prime Group, in its €1.5 billion acquisition of a 28.7 percent equity stake in Klépierre from BNP Paribas, its US$31 billion offer for General Growth Properties' bankruptcy proceeding, its US$2.3 billion acquisition of Prime Outlets and its US$4.5 billion bid to acquire Capital Shopping Centres Group in the UK; Tishman Speyer and Lehman Brothers' US$22.2 billion acquisition of Archstone-Smith; Ventas' US$2 billion acquisition of Sunrise Senior Living REIT; the Mills' US$7.9 billion sale to Simon/Farallon; Innkeepers USA's sale to Apollo; Starwood and Walton Street's US$39.2 billion bid with Vornado for EOP; the Morgan Stanley/Onex acquisition of Town & Country Trust; Public Storage's proposed acquisition of Shurgard; Taubman Centers' successful defence of hostile takeover attempts by Simon Property Group; the acquisition by Hometown America of Chateau Communities; the sale of Security Capital to GE; Security Capital's acquisition of Storage USA; public offerings by Security Capital of stock in Archstone and CarrAmerica; Security Capital's merger with Security Capital European Realty; Avalon's merger with Bay; the restructuring of the Taubman UPREIT and the exchange of the GM Pension Trust's 37 per cent interest in the Taubman OP; and Security Capital's acquisitions of large stakes in Carr Realty, Storage USA, Regency Realty and related matters, including the merger of Regency Retail and Pacific Retail Trust. Adam has also represented many REITs in responding to activists and as to other governance matters.

Adam joined Wachtell Lipton in 1986 and was named a partner in 1991. He attended Swarthmore College and the University of Chicago, receiving his JD with honours. While at the University of Chicago, Adam served as topics and comments editor of The University of Chicago Law Review, was elected to the Order of the Coif and received an Olin Fellowship in law and economics. Following law school, he served as law clerk to Judge Abner J Mikva, of the US Court of Appeals for the District of Columbia Circuit. He is a frequent speaker and an author on topics relating to mergers and acquisitions and corporate governance.

Adam is co-chair of the advisory board of New York University's REIT Center for the study of public real estate companies and has served as co-chair of the NYU Real Estate Institute's annual symposium on REITs since the symposium's inception. He is a member of the corporate academic bridge group of the NYU Center for Law and Business, and a frequent guest contributor to the Harvard Law School Forum on corporate governance and financial regulation. Adam serves on the board of directors of the American Friends of the Israel Museum and as president of the Friends of the Israel Antiquities Authority and the Friends of Rambam Medical Center. He was previously a member of the board of directors of the Lawyers Alliance for New York, the visiting committee of the University of Chicago Law School and the Ramaz School, and co-chair of the young lawyers division of the UJA-Federation in New York.

Adam lives in Manhattan with his wife and has two daughters and a son.

Awards won by Adam O Emmerich

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