James E. Langston’s practice focuses on public and private merger and acquisition transactions and activism defense.

Jim has significant experience in both cross-border and domestic transactions, including conflict transactions, mergers-of-equals, LBOs, joint ventures, and carve-out transactions. He also frequently represents companies and their board of directors on takeover defense and shareholder activism situations.

Jim joined the firm in 2011 and became a partner in 2015.

Notable Experience

Select Public Company Transactions

  • Sony in its $250 million minority investment in Epic Games.

  • Saint-Gobain in its $1.4 billion acquisition of Continental Building Products.

  • Bemis Company in its $6.8 billion all-stock merger with Amcor.

  • General Mills in its $8 billion acquisition of Blue Buffalo Pet Products.

  • Songa Offshore in its $3.8 billion combination with Transocean.

  • Allergan in its:

    • $160 billion announced merger with Pfizer
    • $40.5 billion sale of its global generics pharmaceuticals business to Teva
    • $2.1 billion acquisition of Kythera Biopharmaceuticals

  • Suntory Holdings in its $16 billion acquisition of Beam.

  • Medtronic in its $49.9 billion acquisition of Covidien.

  • Biomet and its private equity consortium owners—Blackstone, Goldman Sachs PIA, KKR, and TPG—in Biomet’s $13.35 billion cash and stock merger with Zimmer Holdings.

  • Surgical Care Affiliates in its $2.5 billion sale to United Health Group.

  • Lafarge in various divestitures in connection with its €40 billion merger of equals with Holcim.

  • Acadia Healthcare Company in its $1.2 billion acquisition of CRC Health Group.

  • Conversus Capital in its $1.4 billion sale to an affiliate of HarbourVest Partners.

  • Westlake Chemical Corporation in its acquisition of NAKAN.

  • Duravant in its tender offer to acquire Key Technology.

  • The shareholders of Levi Strauss & Co., consisting primarily of the descendants of the family of Levi Strauss and their relatives, in connection with the company’s IPO, including the adoption of a dual-class capital structure and new governance structures.

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Hostile M&A Transactions, Shareholder Activism & Conflict Transactions

  • Akamai Technologies in its negotiated settlement with Elliott Management.

  • Hyundai Motor Company in the proxy contest by Elliott Management.

  • IMAX in Marcato Capital Management’s accumulation of a 5.1% stake in the company.

  • Sony Corp. in its defense against an activism campaign by Third Point and in its $3.7 billion tender offer to acquire the outstanding shares of Sony Financial Services not already owned by Sony Corp.

  • MEDNAX in its defense against an activism campaign led by Starboard.

  • Assured Guaranty in governance and activism preparedness advice in response to a short-sale activism by David Einhorn’s Greenlight Capital.

  • Nokian Tyre in activism preparedness advice in response to activism by Elliott Management.

  • Tempur Sealy in adoption of limited duration shareholder rights plan during COVID-19 pandemic.

  • Actavis in its $70 billion white knight acquisition of Allergan.

  • Special Committee of the Board of Directors of Spectrum Brands in the $10 billion combination of Spectrum Brands and HRG Group (the 58% stockholder of Spectrum).

  • Westlake Chemical Corporation in its unsolicited proposal to acquire Axiall Corporation and related proxy contest and the resulting $3.8 billion negotiated acquisition.

  • GlaxoSmithKline in its unsolicited tender offer to acquire Human Genome Sciences and the resulting $3.6 billion negotiated acquisition.

  • Genting and Kien Huat in their acquisition of all the outstanding shares of Empire Resorts not already owned by Kien Huat.

  • Danfoss A/S in its tender offer to acquire the outstanding shares of Sauer-Danfoss not already owned by Danfoss.

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Select Private Equity M&A Transactions

  • TPG Capital in numerous transactions, including its:

    • $2.25 billion acquisition of RCN Telecommunications and Grande Communications
    • investment in Creative Artists Agency
    • recapitalization of RentPath, including the sale of a significant equity stake to Providence Equity Partners
    • $1.7 billion acquisition of Savers
    • $525 million take-private acquisition of PRIMEDIA

  • Warburg Pincus in numerous matters, including its acquisitions of:

    • Pregis
    • Universal Services of America and Guardsmark
    • Wencor Group
    • Gabriel Brothers
    • Duravant

  • Bausch + Lomb and Warburg Pincus in the $8.7 billion sale of Bausch + Lomb to Valeant Pharmaceuticals.

  • Neiman Marcus, TPG Capital, and Warburg Pincus in the $6 billion sale of Neiman Marcus to Ares Management and CPPIB.

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Other Select Corporate Transactions

  • RCN Communications in its $2.3 billion acquisition of Wave Broadband.

  • GT Nexus in its $675 million acquisition by Infor.

  • Biomet in its acquisition of the global trauma business of DePuy Orthopaedics.

  • Universal Services of America in numerous matters, including its:

    • merger of equals transaction with Allied Barton
    • $131 million acquisition of the security business of ABM Industries

  • Allied Universal in several matters, including its:

    • sale of a significant equity stake to CDPQ and investment funds affiliated with Warburg Pincus at a valuation of more than $7 billion
    • $1 billion acquisition of U.S. Security Associates

  • Pregis in its acquisition of SOPRAD.

  • Duravant in its acquisition of WECO.

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Financial Advisor Assignments

  • Goldman Sachs, Barclays, Morgan Stanley, Lazard, Bank of America, J.P. Morgan, Citigroup, Evercore, and PJ Solomon as financial advisor in numerous transactions.

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Selected Activities

Member, Society for Corporate Governance

Member, 2020 M&A Editorial Advisory Board, Law360

Member, New York City Bar Committee on Mergers, Acquisitions, and Corporate Control Contests

Publications

Recent Decision Confirms Directors’ Right to Access Privileged Communications Between Management and Company Counsel, Cleary M&A and Corporate Governance Watch blog (August 26, 2020)

The SEC Takes Action on Proxy Advisory Firms, Cleary Gottlieb Alert Memorandum (July 31, 2020); republished by Law360 (August 11, 2020) and Harvard Law School Forum on Corporate Governance (August 19, 2020)

Shareholder Complaints Seek to Hold Directors Liable for Lack of Diversity, Cleary Gottlieb Alert Memorandum (July 24, 2020); republished by Law360 (August 4, 2020) and Harvard Law School Forum on Corporate Governance (August 11, 2020)

SEC Proposes a Significant Change in Reporting by Institutional Investors, Cleary Gottlieb Alert Memo (July 15, 2020); republished by Columbia Law School Blue Sky Blog (July 21, 2020)

Negative Say-On-Pay Votes Signal ‘Blood in the Water’ for ActivistsThe Deal (July 10, 2020)

Rare Federal Court Decision Casts Doubt on Merger Disclosure Claims, but Will It Change Anything?, Cleary Gottlieb Alert Memo (June 25, 2020); republished by Harvard Law School Forum on Corporate Governance and Financial Regulation (July 12, 2020)

Activists Lie in Wait as Pandemic Weighs on 2020 Proxy Season – North America Midyear Review, Activistmonitor (July 9, 2020)

Delaware Courts Struggle to Define New Normal, The Deal (June 11, 2020)

M&A Shows Signs of Covid Comeback With Hopes of Record Drug Deal, Bloomberg (June 8, 2020)

The Right Timing for NOL Rights Plan Adoption, Harvard Law School Forum on Corporate Governance and Financial Regulation (May 20, 2020)

ISS and Glass Lewis Guidances on Poison Pills During COVID-19 Pandemic, Harvard Law School Forum on Corporate Governance and Financial Regulation (April 26, 2020)

Glass Lewis Expands Report Feedback Statement Service, Cleary M&A and Corporate Governance Watch blog (April 7, 2020)

Don’t Bite the Hand that Feeds You: Delaware Court of Chancery Holds Spin-Offs Are Not Unconscionable, Cleary M&A and Corporate Governance Watch blog (April 7, 2020)

Use of Authorities Under the Defense Production Act in Response to COVID-19, Cleary Gottlieb Alert Memo (March 30, 2020)

Rewriting the Poison Pill Prescription: Consider Active Defenses During COVID-19, Cleary Gottlieb Alert Memo (March 20, 2020); republished by Harvard Law School Forum on Corporate Governance and Financial Regulation (April 5, 2020)

Shareholder Activism in 2020: New Risks and Opportunities for Boards, Harvard Law School Forum on Corporate Governance and Financial Regulation (January 24, 2020)

Strategic and Legal Issues in Activist Situations, Risk & Compliance (January-March 2020)

What to Expect in M&A for the Rest of the Year, Bloomberg (October 11, 2019)

M&A Transactions: What Boards and Advisors Need to Know, The Conference Board (September 24, 2019)

Not So Sweet: Delaware Supreme Court Revives Caremark Claim, Provides Guidance On Directors’ Oversight Duties, Cleary M&A and Corporate Governance Watch blog (June 24, 2019)

What Akorn Teaches Us About Delaware MAC Clauses, Law360 (October 12, 2018)

Assessing Financial Advisor Compensation Disclosure Following Vento v. Curry, Harvard Law School Forum on Corporate Governance and Financial Regulation (April 24, 2017)

Financial Adviser Fee Disclosures after Vento v. Curry, Law360 (April 11, 2017)

Events