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WWL Ranking: Global Elite Thought Leader

WWL says

David Katz achieves Global Elite Thought Leader status once again this year for his outstanding work on numerous market-defining deals.

Questions & Answers

David Katz is a corporate partner at Wachtell, Lipton, Rosen & Katz, focusing on mergers and acquisitions, shareholder activism, corporate governance and complex securities transactions. He has been involved in many domestic and international corporate mergers, acquisition and buyout transactions, strategic takeover defence assignments and proxy contests; and he counsels boards of directors on corporate governance and crisis management. An adjunct professor at NYU Law School, he co-chairs the NYU Institute for Corporate Governance and Finance and the Tulane Corporate Law Institute, and is a trustee of NYU and NYU School of Law. 

On what matters have you  enjoyed working on the most recently?

2020 has been a strange year on many fronts. In times of crisis, advising boards of directors on strategic and legal matters is especially challenging. Between the coronavirus pandemic, economic turmoil and issues involving race, boards are facing a number of complex issues at the same time. It is particularly rewarding when you can help boards and management teams navigate troubled waters successfully. 

What motivated you to teach at the New York University School of Law?

Educating our peers and prospective lawyers has always been an important part of our firm culture. One of my first mentors, Jim Fogelson, asked me to help him and Larry Lederman with an M&A class they taught at NYU (one that I took in my second year of law school). When Jimmy got sick, he asked me to step into his shoes and teach, even though I was only an associate at the time. Moreover, Marty Lipton has been very supportive and sets a great example as he continues to teach a class at NYU today. 

How do you establish a detailed understanding of a client’s business to advise the client effectively?

There is no single answer to this question as it depends on the type of business and your role in providing advice. In an M&A transaction, it is quite important to understand what your client hopes to gain from the transaction and how the transaction affects its business. To the extent possible, I will spend time with the senior management team exploring its business and strategic plan. I will also read analyst research reports about the company and its industry, so that I can understand the drivers in the company’s business and how the company differs from others in the industry. 

Advising boards of directors forms a major part of your practice. What pieces of counsel have you imparted to directors in an increasingly challenging M&A environment due to a rise in shareholder activism and a complicated regulatory regime? 

Directors need to be active and engaged as they provide oversight to the management running the company’s day-to-day business. In the context of M&A, directors need to understand what landmines stand in the way of a successful transaction, and how management and its advisers have dealt with potential issues in the acquisition agreement, especially in the current regulatory environment. To deal with shareholder activism, directors and management teams need to focus on their own company from the perspective of a potential activist. Boards do not like to be surprised, and an important part of my role is making sure that directors understand the array of potential outcomes and alternatives, regardless of context. 

How can activist campaigns focused on generating a quick profit be detrimental for companies in the current crisis?

Activists who focus on short-term fixes that will generate a quick profit often exit the stock before the cost of those short-term fixes are recognised over the longer term. For example, leveraging up a company so that it can return capital to shareholders through stock buybacks often limits a company’s flexibility over the longer term and makes it tougher to respond when a crisis impacts the company’s business and economic environment. Short-term fixes are often especially tough on the company’s stakeholders, such as employees. 

How can companies prepare themselves for meaningful discourse with investors and other stakeholders over their ESG performance?

First, a company needs to understand the impact of its business on its various stakeholders. Solid performance on ESG issues often makes good business sense for a company focused on the longer term. A company needs to be able to tell its ESG story to investors and stakeholders proactively. This starts with board-level discussions on ESG matters that create a positive environment for management to deliver. We will continue to see performance metrics on ESG matters impact executive compensation. 

What lessons do you think public companies will draw from the lawsuit brought against Oracle Corporation by its shareholder over its lack of diversity at board level?

Board diversity is an increasingly important issue for investors, and the lawsuit against Oracle highlights its importance. From a litigation perspective, I do not believe that the Oracle lawsuit will result in any liability, but it will focus boards on the issue. While the initial focus of diversity efforts was on gender diversity, this is quickly turning to racial, ethnic, geographic and other types of diversity as well. It is no longer justified for companies to claim that there are not enough qualified individuals to add to boards. Companies need to seek out talented individuals and be proactive in adding these individuals to their boards before they are targeted for lacking diversity. In addition, the issue of diversity is likely to quickly trickle down to focus on senior management teams who should now begin considering different approaches to increasing their diversity. 

What advice would you give to younger practitioners hoping to one day be in your position?

Always give your best, avoid temptation and remember that you can only lose your integrity once. Give the best possible advice to the client (not just the advice that the client wants to hear) but always remember that it is up to your clients to decide whether they will follow that advice; it is your job to execute your clients’ decisions as effectively as possible under the circumstances. 

WWL Ranking: Thought Leader

Global Leader

WWL Ranking: Recommended

WWL says

 David Katz stands out among peers for his expansive knowledge of complex securities and public offerings.

Biography

David A Katz is a partner at Wachtell, Lipton, Rosen & Katz in New York City, an adjunct professor at New York University School of Law, and co-chair of the board of advisors of the NYU Law Institute for Corporate Governance and Finance. Previously, he was an adjunct professor at Vanderbilt University Law School and at the Owen Graduate School of Management. Mr Katz is a corporate attorney focusing on mergers and acquisitions, corporate governance, shareholder activism and complex securities transactions, has been involved in many major domestic and international merger, acquisition and buyout transactions, strategic defence assignments and proxy contests, and has been involved in a number of complex public and private offerings and corporate restructurings. He frequently counsels boards of directors and board committees on corporate governance matters and crisis management.

Mr Katz taught M&A at New York University School of Law for over 15 years and previously co-taught a joint law and business short course on mergers and acquisitions at Vanderbilt University Law School with Delaware Chief Justice Leo Strine. He is co-chair of the Tulane Corporate Law Institute.

In 2004, he was chosen by The American Lawyer as one of the 45 highest performing members of the private bar under the age of 45; in 2005, 2012 and 2015, he was selected by The American Lawyer as a Dealmaker of the Year; in 2016, he was named by NACD Directorship as one of the 100 most influential players in corporate governance for the seventh time; in 2013 he was named Lawyer of the Year by Global M&A Network; in 2014 and each of the five prior years he was named Who's Who Legal's Mergers and Acquisitions Lawyer of the Year, in 2014 was also named Who’s Who Legal’s Corporate Governance Lawyer of the Year and in 2015 and 2016 was named Who's Who Legal's Corporate Governance and M&A Lawyer of the Year; and in 2015 he was elected by The American College of Governance Counsel as an inaugural class fellow.

Mr Katz is a member of the American Bar Association, section on business law, where he founded the committee on mergers and acquisitions task force on the Dictionary of M&A Terms and a member of the committee on mergers and acquisitions subcommittee for acquisitions of public companies. Mr Katz is also a member of the federal securities laws committee, the New York State Bar Association and the Association of the Bar of the City of New York. Mr Katz is a member of the Society for Corporate Governance and the National Association of Corporate Directors. Mr Katz serves as a member of the board of trustees at New York University and at New York University School of Law. He sits on the board of directors of The Partnership for Drug-Free Kids and is a member of the advisory board at the John L Weinberg Center for Corporate Governance at the University of Delaware. He writes a bi-monthly column on corporate governance for the New York Law Journal with his colleague Laura McIntosh.

Mr Katz is a graduate of Brandeis University and New York University School of Law. 

Corporate Governance 2021

Professional Biography

WWL Ranking: Recommended

WWL says

David Katz is a go-to corporate lawyer who offers clients top-notch advice on shareholder activism and corporate governance.

Biography

David A Katz is a partner at Wachtell, Lipton, Rosen & Katz in New York City, an adjunct professor at New York University School of Law, a senior professional fellow at New York University Center for Law and Business, and an adjunct professor at Vanderbilt University Law School. Previously, he was an adjunct professor of management at the Owen Graduate School of Management at Vanderbilt University. Mr Katz is a corporate attorney focusing on the areas of mergers and acquisitions, shareholder activism and complex securities transactions; has been involved in many major domestic and international corporate merger, acquisition and buyout transactions, strategic defence assignments and proxy contests; and has been involved in a number of complex public and private offerings and corporate restructurings. He also counsels boards of directors and board committees on corporate governance matters and crisis management.

Mr Katz taught mergers and acquisitions at New York University School of Law for over 15 years and co-teaches a joint law and business short course on mergers and acquisitions at Vanderbilt University Law School with Delaware Chief Justice Leo Strine. He is co-chair of the Tulane Corporate Law Institute.

In 2004, he was chosen by The American Lawyer as one of the 45 highest-performing members of the private Bar under the age of 45; in 2005, 2012 and 2015, he was selected by The American Lawyer as a Dealmaker of the Year; in 2016, he was named by NACD Directorship as one of the 100 most influential players in corporate governance for the fourth consecutive year and for the sixth time overall; in 2013 he was named Lawyer of the Year by Global M&A Network; in 2014 and each of the five prior years he has been named Who’s Who Legal’s Mergers and Acquisitions Lawyer of the Year; in 2014 was also named Who’s Who Legal’s Corporate Governance Lawyer of the Year and in 2015 he was named Who’s Who Legal’s Corporate Governance and M&A Lawyer of the Year; and in 2015 he was elected by the American College of Governance Counsel as an inaugural class fellow.
Mr Katz is a member of the American Bar Association, section on business law, where he is co-chair of the committee on mergers and acquisitions task force on the dictionary of M&A terms and a member of the committee on mergers and acquisitions subcommittee for acquisitions of public companies. Mr Katz is co-chair of the Tulane Corporate Law Institute and is also a member of the federal securities laws committee, the New York State Bar Association and the Association of the Bar of the City of New York. Mr Katz is a member of the Society of Corporate Secretaries and Governance Professionals and the National Association of Corporate Directors. He sits on the board of directors of the Partnership for Drug-Free Kids and is a member of the advisory board at the John L Weinberg Center for Corporate Governance at the University of Delaware. He writes a bi-monthly column on corporate governance for the New York Law Journal.

Mr Katz is a graduate of Brandeis University and New York University School of Law.

M&A 2021

Professional Biography

WWL Ranking: Global Elite Thought Leader

WWL says

David Katz is one of the best-known and highly skilled corporate lawyers in the US market, renowned for his excellence on high-value M&A deals.

Biography

David A Katz is a partner at Wachtell, Lipton, Rosen & Katz in New York City, an adjunct professor at New York University School of Law, a senior professional fellow at New York University Center for Law and Business, and an adjunct professor at Vanderbilt University Law School. Previously, he was an adjunct professor of management at the Owen Graduate School of Management at Vanderbilt University. Mr Katz is a corporate attorney focusing on the areas of mergers and acquisitions, shareholder activism and complex securities transactions; has been involved in many major domestic and international corporate merger, acquisition and buyout transactions, strategic defence assignments and proxy contests; and has been involved in a number of complex public and private offerings and corporate restructurings. He also counsels boards of directors and board committees on corporate governance matters and crisis management.

Mr Katz taught mergers and acquisitions at New York University School of Law for over 15 years and co-teaches a joint law and business short course on mergers and acquisitions at Vanderbilt University Law School with Delaware Chief Justice Leo Strine. He is co-chair of the Tulane Corporate Law Institute.

In 2004, he was chosen by The American Lawyer as one of the 45 highest-performing members of the private Bar under the age of 45; in 2005, 2012 and 2015, he was selected by The American Lawyer as a Dealmaker of the Year; in 2016, he was named by NACD Directorship as one of the 100 most influential players in corporate governance for the fourth consecutive year and for the sixth time overall; in 2013 he was named Lawyer of the Year by Global M&A Network; in 2014 and each of the five prior years he has been named Who’s Who Legal’s Mergers and Acquisitions Lawyer of the Year; in 2014 was also named Who’s Who Legal’s Corporate Governance Lawyer of the Year and in 2015 he was named Who’s Who Legal’s Corporate Governance and M&A Lawyer of the Year; and in 2015 he was elected by the American College of Governance Counsel as an inaugural class fellow.
Mr Katz is a member of the American Bar Association, section on business law, where he is co-chair of the committee on mergers and acquisitions task force on the dictionary of M&A terms and a member of the committee on mergers and acquisitions subcommittee for acquisitions of public companies. Mr Katz is co-chair of the Tulane Corporate Law Institute and is also a member of the federal securities laws committee, the New York State Bar Association and the Association of the Bar of the City of New York. Mr Katz is a member of the Society of Corporate Secretaries and Governance Professionals and the National Association of Corporate Directors. He sits on the board of directors of the Partnership for Drug-Free Kids and is a member of the advisory board at the John L Weinberg Center for Corporate Governance at the University of Delaware. He writes a bi-monthly column on corporate governance for the New York Law Journal.

Mr Katz is a graduate of Brandeis University and New York University School of Law.

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