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Thought Leaders

Thought Leaders

Thought Leader

WWL Ranking: Thought Leader

WWL says

Daniel Neff adroitly advises a variety of clients including boards, special committees and corporate management on complex shareholder activism, conflicts and other governance issues.

Questions & Answers

Daniel A Neff is the co-chairman of the executive committee, and partner, at the law firm Wachtell, Lipton, Rosen & Katz, which he joined in 1977. He has represented companies in divestitures, cross-border transactions and proxy contests, and has counselled managements and boards of directors concerning acquisition matters, responses to shareholder activism, conflict transactions, corporate governance and other significant issues. Mr Neff graduated magna cum laude from Brown University, and from the Columbia University School of Law where he was notes and comments editor of the Columbia Law Review.

HOW HAS THE MARKET CHANGED SINCE YOU FIRST STARTED PRACTISING?

The velocity of change continues to accelerate. The magnitude of the matters we work on and their visibility is far greater than was imaginable when I started practising. And the degree of challenge in the transactions we handle seems to increase every year.

WHAT ADVICE WOULD YOU GIVE SOMEONE STARTING OUT IN CORPORATE LAW NOW? IS THERE ANY DIFFERENCE IN THE ADVICE YOU’D HAVE GIVEN 10 OR 20 YEARS AGO?

Then, and now, I would recommend early immersion in the practice, and in accumulating general business knowledge and finding the best mentors one can. In the past 10 years clients have strongly expressed their preference for having experienced lawyers handle their significant matters, and have objected to teams that include inexperienced lawyers. As a result, the challenge for younger lawyers is to climb the learning curve quickly so that they become valuable to clients as early in their careers as possible. Younger business lawyers should try to gain familiarity with the parts of transactions they are not directly handling, in order to see the whole picture. They should seek to understand the issues and solutions in significant matters in which they are not involved. The fastest and best way to climb the learning curve is through working with mentors who facilitate their development.

YOU’VE ADVISED ON MANY M&A TRANSACTIONS SPANNING SEVERAL SECTORS. HOW DO YOU MAINTAIN SECTOR-SPECIFIC KNOWLEDGE TO BE EFFECTIVE IN ADVISING YOUR CLIENTS?

A great benefit of our practice is the ability to work in many different business sectors. This helps make what we do very interesting on a consistent basis. To function in this way requires a lot of general business knowledge, and a lot of curiosity. I’ve been reading business publications since I was a teenager, and for me it’s a good day when there’s something interesting and relevant to what I’m working on in virtually every major story that appears in The Wall Street Journal.

WHAT IS THE BEST PIECE OF CAREER ADVICE YOU’VE EVER RECEIVED?

There was no particular bit of advice – rather, it’s the wealth of experience gained in working for extraordinary lawyers and watching how they did what they did. The apprenticeship that I was fortunate to have at Wachtell Lipton was extraordinary because of the considerable number of great lawyers who I had the opportunity to learn from. And from that learning I have tried to take the best of what I was able to observe and experience, and create a style that works for my own personality.

Each of my mentors offered valuable guidance in the skills that are critical to our practice, whether in achieving substantive expertise, providing leadership in matters, being responsive to clients, worrying about the details or figuring out what’s important. And throughout, all of them stressed the importance of good judgement, which is what typically distinguishes the best lawyers.

YOU ARE A LEADING PARTNER ON DAY-TO-DAY TRANSACTIONS AND ALSO HAVE A LEADERSHIP ROLE IN THE OPERATION OF THE FIRM. HOW DO YOU BALANCE BOTH OF THOSE THINGS?

The combination of my management responsibilities, and the transactional and counselling work that I do in my practice, has made me more effective as a lawyer. I can better understand the challenges facing a senior executive who is trying to lead an organisation in a particular direction because of my leadership responsibilities. And, like the executives of our clients, I feel the weight of responsibility to an entire organisation and understand that decisions have major consequences for people who entrust their careers to our firm. In dealing with the firm’s various constituent parts, it’s essential to articulate the culture of the organisation with clarity and to act in accordance with that culture.

Also, by spending the vast proportion of my time as a practising lawyer, I believe that I (and my co-chair, Ed Herlihy) have a much better feel for developments in the business world, and in the relationships between outside counsel and clients, than I would if my role at Wachtell Lipton was principally managerial.

WHAT ARE THE MAIN CHALLENGES YOU FACE TODAY WHEN NEGOTIATING COMPLEX DEALS?

The biggest challenges are the increasing array of obstacles to transactions (including the stockholders who are much more willing to act against a board or management with which they disagree); a regulatory environment that has become global and often unpredictable; and, overall, the pure number of constituent parts that have to be satisfied for transactions to move forward and be successful.

US PRIVATE EQUITY TRANSACTIONS MADE UP A SIGNIFICANT PERCENTAGE OF GLOBAL ACTIVITY IN 2019. IN YOUR OPINION, WHAT IS A DRIVING FORCE BEHIND THAT TREND?

Private equity has raised a vast amount of capital and needs to put that capital to work or else return it to their limited partners. Private equity has been able to do such effective fundraising because for the longest time, while interest rates have been at historically low levels, fixed income has not been an attractive investment choice for many. As a result, investors have allocated more funds to publicly traded equity and alternative investments, particularly if there’s a strong track record.

WHAT IS THE MOST MEMORABLE CASE YOU’VE BEEN A PART OF?

The successful defence of Airgas, a terrific company that was put through the wringer of a hostile takeover attempt for 16 months and emerged independent and stronger. That matter proved the point that well-motivated and well-informed boards of directors do have a special perspective which should be upheld. The Airgas board lost a proxy contest and turned down a best and final acquisition proposal of $70 per share that its shareholders favoured, and a little more than four years later agreed to sell the company for $143 a share. In our firm’s view, Airgas validates takeover defence and the critical role of the board of the target company in such matters. That 16-month experience is seared in memory and everyone who went through the Airgas experience has been changed by it.

Global Leader

Corporate Governance - 2019

Professional Biography

WWL Ranking: Recommended

WWL says

Daniel Neff adroitly advises a variety of clients including boards, special committees and corporate management on complex shareholder activism, conflicts and other governance issues.

Biography

Daniel A Neff is the co-chairman of the executive committee and partner in the law firm Wachtell, Lipton, Rosen & Katz, which he joined in 1977. He is a corporate and securities lawyer, and has focused on mergers and acquisitions and advice to boards of directors and board committees. Throughout his career, Mr Neff has been extensively involved in negotiated as well as hostile acquisitions, and has represented bidders and targets, public and private companies, private equity firms, leveraged acquirers and special committees of directors. He has represented companies in divestitures, cross-border transactions and proxy contests, and has counselled managements and boards of directors concerning acquisition matters, responses to shareholder activism, conflict transactions, corporate governance and other significant issues.

Mr Neff lectures frequently on topics relating to his professional interests, was featured in American Lawyer's "Dealmaker of the Year" article in 2001, 2012 and 2015 and is listed in Chambers Global GuideChambers USA GuideThe Best Lawyers in America and Lawdragon's 500 Leading Lawyers of America.

Mr Neff has represented clients in a broad range of industries including energy and related industries, technology and telecoms, chemicals, pharmaceuticals, manufacturing/industrials, retail/consumer products, gaming and others. Representative cases in these fields include: Dresser-Rand Group in its $7.6 billion sale to Siemens AG; Chicago Bridge & Iron in its $3 billion acquisition of The Shaw Group; Berry Petroleum in its $4.9 billion sale to Linn Energy; Spectra Energy Corp in its pending $28 billion merger with Enbridge; El Paso in its $38 billion sale to Kinder Morgan; Talisman Energy Inc in its $8.3 billion sale to Repsol SA; Verizon Communications in its $4.83 billion acquisition of Yahoo!’s operating business; Verizon Communications in its $130 billion acquisition of the 45 per cent interest in Verizon Wireless owned by Vodafone; VoiceStream Wireless in its $55 billion acquisition by Deutsche Telekom; Airgas in its $13.4 billion acquisition by L’Air Liquide SA; Airgas in successfully defending against a $5.8 billion hostile takeover bid by Air Products and Chemicals; Goldman Sachs Capital Partners and Apollo Advisors LP in their acquisition of Nalco Chemical Company; Medivation in its $14.6 billion acquisition by Pfizer; Allergan in its defence against a hostile takeover bid by Valeant Pharmaceuticals and its $66 billion acquisition by Actavis plc; Cooper Industries in its $11.8 billion combination with Eaton Corporation; Temple-Inland in its $3.7 billion sale to International Paper; Sears Holdings in the separation of its real estate assets into Seritage Growth Properties, a real estate investment trust (REIT); Sears Holdings in the separation of its real estate assets into Seritage Growth Properties, a REIT; Penn National Gaming in the separation of its real estate assets into Gaming and Leisure Properties, a REIT; Gaming and Leisure Properties in its $5.1 billion acquisition of Pinnacle Entertainment's real estate assets; Centex Corporation in its $3 billion merger with Pulte Homes; Newmont Mining Corporation in its acquisitions of Franco-Nevada Mining Corporation Limited, Normandy Mining Limited and Santa Fe Pacific Gold Corporation; and Knight-Ridder in its merger with the McClatchy Company.

Mr Neff graduated magna cum laude from Brown University and from the Columbia University School of Law, where he was notes and comments editor of the Columbia Law Review.

M&A 2019

Professional Biography

WWL Ranking: Recommended

WWL says

Daniel Neff is a seasoned expert in corporate issues, possessing an impressive transactional practice featuring deep expertise in heavily regulated industries including energy and pharmaceuticals.

Biography

Daniel A Neff is the co-chairman of the executive committee and partner in the law firm Wachtell, Lipton, Rosen & Katz, which he joined in 1977.  He is a corporate and securities lawyer, and has focused on mergers and acquisitions and advice to boards of directors and board committees.  Throughout his career, Mr Neff has been extensively involved in negotiated as well as hostile acquisitions, and has represented bidders and targets, public and private companies, private equity firms, leveraged acquirers and special committees of directors. He has represented companies in divestitures, cross-border transactions and proxy contests, and has counseled managements and boards of directors concerning acquisition matters, responses to shareholder activism, conflict transactions, corporate governance and other significant issues. 

Mr Neff lectures frequently on topics relating to his professional interests, was featured in American Lawyer's "Dealmaker of the Year" article in 2001, 2012 and 2015 and is listed in Chambers GlobalChambers USABest Lawyers and Lawdragon's 500 leading lawyers of America.

Among the significant matters he has handled are the successful defence of Airgas against a hostile takeover bid by Air Products and Chemicals (2009-2011), the sale of Airgas to L’Air Liquide S.A. and the $130 billion acquisition by Verizon Communications of the 45% interest in Verizon Wireless owned by Vodafone plc. 

Mr Neff graduated magna cum laude from Brown University and from the Columbia University School of Law, where he was notes and comments editor of the Columbia Law Review.

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