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Thought Leader

WWL Ranking: Thought Leader

WWL says

Morton Pierce is looked upon with enormous favour by peers who commend his “decades’ worth of experience” and “ability to communicate with board members in a way that instils confidence”.

Questions & Answers

Morton Pierce is a partner in the mergers and acquisition practice group. Mort has more than 40 years of M&A experience and has participated in numerous merger and acquisition matters and related financings. He has represented acquirers, targets, investment bankers and investors in numerous acquisitions, including the US$17 billion sale of Calpine Corporation to Energy Capital Partners; the US$13.35 billion Zimmer Holdings acquisition of Biomet; and the sale of Revel AC pursuant to a bankruptcy auction process.

What do you enjoy about working in M&A?

Every transaction is different and presents its own challenges. Although there are similar issues in each deal, their resolution varies depending on the parties to a transaction, their goals and the interplay with other issues. There is immense satisfaction and enjoyment in being part of the process in which parties reach agreement and close a transaction. 

You advise on M&A transactions spanning several sectors. To what extent is sector-specific knowledge necessary to be effective in advising your clients? 

I think that sector-specific knowledge is helpful. Companies enter into transactions in order to accomplish specific goals, and industry-specific factors play an important role in those goals. Consequently, in advising a client, it is important to understand those goals. An attorney who is familiar with a client’s industry can more readily provide effective counsel. Also, certain issues that may not seem to require industry knowledge could benefit from such knowledge. For instance, in advising a board on the sufficiency of a market check before approving a deal, a familiarity with market participants is necessary. 

What are the main challenges you currently face when negotiating complex deals?

The challenges faced in negotiating complex deals have, in general, remained the same over the course of my career. The primary challenge is to resolve all issues so that both sides to a transaction believe the transaction is beneficial to them and that they have achieved their goals. Layers of complexity get added if, among other things, the transaction involves financing, a consortium of buyers, regulatory issues or an activist shareholder. In those instances, negotiations with third parties are required and must be concluded at the same time that the principals have concluded their negotiations. The challenge is the same, to get those third parties to believe that their goals have been achieved.

Looking ahead, what role do you see publicly listed companies playing in the private equity and M&A market?

Acquisitions and divestitures are now generally accepted tools for public company growth and business rationalisation. Companies constantly assess whether it is more cost effective to grow organically or through an acquisition. Companies also constantly assess their current assets to determine if non-core assets should be divested. Private equity plays an important role as a buyer in many of these divestitures. Public companies will continue to be active and important participants in the M&A market so long as boards and management teams are focused on the creation of shareholder value. 

How do you expect the ramifications of covid-19 to impact the M&A market? 

Covid-19 has affected the M&A market in a number of ways. The first, and most immediate, impact it had was on existing transactions. Many buyers were unhappy with the prices they agreed to pay for companies when those target companies were valued prior to the onset of the pandemic. Many of those deals were terminated by mutual consent or are in litigation as buyers allege that sellers have suffered a material adverse effect or are no longer operating in the ordinary course. Another effect of the pandemic was on deals being negotiated or contemplated. Many of these deals were put on hold until the full effects of the pandemic could be determined. On the positive side for those willing to do deals, acquisition opportunities have been created by companies who have become distressed sellers.

What is the most memorable case you’ve been a part of?

It is difficult to pick just one memorable transaction since I have been fortunate in being a part of many significant, innovative and transformative transactions. I participated in the first leveraged ESOP transaction when HealthTrust was spun off from HCA. The acquisition of Rockefeller Center by Mitsubishi Estates was a landmark cross-border deal. Disney’s acquisitions of Capital Cities/ABC, Pixar and Marvel, among others, changed the media and entertainment landscape. Sony’s acquisitions of EMI and the Michael Jackson music publishing assets were significant in shaping that industry. The Omnicare unsolicited offer for NCS resulted in a landmark Delaware Supreme Court decision prohibiting boards from locking up deals and excluding bidders in a sale process. These deals involve some well-known names and events, but all deals that close are memorable to me. 

What makes White & Case stand out from its competitors in the market?

White & Case stands out for the combination of; the quality of its lawyers; its vast experience in M&A and private equity deals; its expertise in litigation, antitrust, CFIUS, executive compensation, intellectual property and other specialties needed in an M&A transaction; its geographic reach, which is increasingly important, not only for cross-border deals, but also for deals with regulatory and other issues in foreign jurisdictions; and its one partnership structure, which promotes partner cooperation. I believe the firm is unique in this combination of qualities. 

You have enjoyed a very distinguished career so far. What would you like to achieve that you have not yet accomplished?

I would like to continue to learn, continue to develop my skills and do the next deal.

Global Leader

Corporate Governance 2020

Professional Biography

WWL Ranking: Recommended

WWL says

Morton Pierce is looked upon with enormous favour by peers who commend his “decades' worth of experience” and “ability to communicate with board members in a way that instils confidence”.

Biography

Morton Pierce is a partner in the mergers and acquisition practice group. Mort has more than 40 years of M&A experience and has participated in numerous merger and acquisition matters and related financings. He has represented acquirers, targets, investment bankers and investors in numerous acquisitions, including the US$17 billion sale of Calpine Corporation to Energy Capital Partners; the US$13.35 billion Zimmer Holdings acquisition of Biomet; the sale of Revel AC pursuant to a bankruptcy auction process; the sale of Omnicare to CVS Health; the acquisition of the estate of Michael Jackson’s equity interest in Sony/ATV Music Publishing by Sony; the acquisition of EMI Music Publishing by Sony; the acquisition of CNET by CBS; the acquisition of Pixar by The Walt Disney Company; the acquisition of the MONY Group by AXA Financial; the Omnicare acquisition of NCS Healthcare; the Fortis acquisition of American Bankers; the Starwood acquisition of ITT; The Walt Disney Company’s acquisition of Capital Cities/ABC; the Wells Fargo acquisition of First Interstate Bank; and the HCA acquisition of Healthtrust.

Mort also has extensive experience in cross-border merger and acquisition transactions. These include the acquisition of GTECH by Lottomatica; the Zimmer Holdings acquisition of Centerpulse; the Burns Philp acquisition of Goodman Fielder; the Guinness/GrandMet merger; the Luxottica Group acquisition of the United States Shoe Corporation; the Eridania Béghin-Say acquisition of American Maize-Products Company; and the Cable & Wireless acquisition of NYNEX CableComms.

Mort is a member of the the GAR Foundation board (2002–); the board of advisers of the Institute for Law and Economics at the University of Pennsylvania (2006–); and the advisory board of the corporate governance programme at Harvard Law School (2014–). Previously, he was a board member of the Legal Aid Society (2003–2006) and the UJA lawyers’ division (2005–2008).

Mort studied at the University of Pennsylvania Law School (JD, 1974); the University of Oxford (1974-1975); and Yale University (BA, 1970).

He is an active member of the American Bar Association and has served on its advisory committee to the federal regulation of securities committee (1991–2000) and its taskforce on the review of the Federal Securities Laws (1991–2000). He also served as the chairman of the ABA's subcommittee on international securities matters (1985–1991) (section of business law), and is a member of the Association of the Bar of the City of New York, where he served on its securities law committee (1988–1991), and as chairman of its subcommittee on securities and exchange commission enforcement matters (1990–1991). Mort was also a member of the committee on mergers and acquisitions and corporate control contests (2014-2017). 

Mort has been recognized numerous times as a leader in the fields of M&A and corporate governance, including in Chambers Global (2020), Chambers USA (2020), The Legal 500: US (2020), Euromoney (2020) and Best Lawyers (2020). Mort was named “M&A Legal Advisor of the Year” by The M&A Advisor (2015) and “MVP for Mergers & Acquisitions” by Law360 (2015).

M&A 2020

Professional Biography

WWL Ranking: Recommended

WWL says

Morton Pierce is singled out for his “practical approach” to M&A deals across a range of sectors, from telecoms to healthcare.

Biography

Morton Pierce is a partner in the mergers and acquisition practice group. Mort has more than 40 years of M&A experience and has participated in numerous merger and acquisition matters and related financings. He has represented acquirers, targets, investment bankers and investors in numerous acquisitions, including the US$17 billion sale of Calpine Corporation to Energy Capital Partners; the US$13.35 billion Zimmer Holdings acquisition of Biomet; the sale of Revel AC pursuant to a bankruptcy auction process; the sale of Omnicare to CVS Health; the acquisition of the estate of Michael Jackson’s equity interest in Sony/ATV Music Publishing by Sony; the acquisition of EMI Music Publishing by Sony; the acquisition of CNET by CBS; the acquisition of Pixar by The Walt Disney Company; the acquisition of the MONY Group by AXA Financial; the Omnicare acquisition of NCS Healthcare; the Fortis acquisition of American Bankers; the Starwood acquisition of ITT; The Walt Disney Company’s acquisition of Capital Cities/ABC; the Wells Fargo acquisition of First Interstate Bank; and the HCA acquisition of Healthtrust.

Mort also has extensive experience in cross-border merger and acquisition transactions. These include the acquisition of GTECH by Lottomatica; the Zimmer Holdings acquisition of Centerpulse; the Burns Philp acquisition of Goodman Fielder; the Guinness/GrandMet merger; the Luxottica Group acquisition of the United States Shoe Corporation; the Eridania Béghin-Say acquisition of American Maize-Products Company; and the Cable & Wireless acquisition of NYNEX CableComms.

Mort is a member of the the GAR Foundation board (2002–); the board of advisers of the Institute for Law and Economics at the University of Pennsylvania (2006–); and the advisory board of the corporate governance programme at Harvard Law School (2014–). Previously, he was a board member of the Legal Aid Society (2003–2006) and the UJA lawyers’ division (2005–2008).

Mort studied at the University of Pennsylvania Law School (JD, 1974); the University of Oxford (1974-1975); and Yale University (BA, 1970).

He is an active member of the American Bar Association and has served on its advisory committee to the federal regulation of securities committee (1991–2000) and its taskforce on the review of the Federal Securities Laws (1991–2000). He also served as the chairman of the ABA's subcommittee on international securities matters (1985–1991) (section of business law), and is a member of the Association of the Bar of the City of New York, where he served on its securities law committee (1988–1991), and as chairman of its subcommittee on securities and exchange commission enforcement matters (1990–1991). Mort was also a member of the committee on mergers and acquisitions and corporate control contests (2014-2017). 

Mort has been recognized numerous times as a leader in the fields of M&A and corporate governance, including in Chambers Global (2020), Chambers USA (2020), The Legal 500: US (2020), Euromoney (2020) and Best Lawyers (2020). Mort was named “M&A Legal Advisor of the Year” by The M&A Advisor (2015) and “MVP for Mergers & Acquisitions” by Law360 (2015).

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