James E. Langston’s practice focuses on public and private merger and acquisition transactions, and friendly and hostile M&A, corporate governance, and contested situations, for notable clients such as Acadia Healthcare, Akamai, Allied Universal, Arcelor Mittal, Assured Guaranty, Compass Minerals, General Mills, Goldman Sachs, JB Hunt, KBR, Lowe’s, Lyondell-Basell, Saint-Gobain, Sony, Starbucks, Suntory, Sysco, T-Mobile, Tempur Sealy, Westlake Chemical, among others.
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.
Select Public Company Transactions
Thales in its pending $3.6 billion acquisition of Imperva.
Saint-Gobain in its C$1.325 billion acquisition of Building Products of Canada and its $928 million acquisition of Kaycan and its $1.4 billion acquisition of Continental Building Products.
T-Mobile in its pending up to $1.35 billion acquisition of Ka’ena and its subsidiaries and brands, Mint Mobile, Ultra Mobile, and Plum.
OpenText in its $6 billion acquisition of Micro Focus.
General Mills in its $610 million sale of its Helper and Suddenly Salad businesses to Eagle Family Foods, its $8 billion acquisition of Blue Buffalo Pet Products, and its sale of Yoplait’s European operations to Sodiaal.
Sony in its $1 billion, $200 million, and $250 million minority investments in Epic Games.
Sony Interactive Entertainment in its acquisition of Bungie.
Brookfield in its $5.8 billion acquisition of Scientific Games’ lottery business.
Sysco in its acquisition of Greco and Sons and its acquisition of The Coastal Companies.
dMY III in its merger with IonQ to become the first publicly traded pure-play quantum computing company.
ArcelorMittal in its $3.3 billion sale of ArcelorMittal USA to Cleveland-Cliffs.
Bemis Company in its $6.8 billion all-stock merger with Amcor.
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.
Hostile M&A Transactions, Shareholder Activism & Conflict Transactions
Allied Universal in its recommended offer to acquire G4S plc for approximately $5 billion.
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.
- $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.
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:
- Universal Services of America and Guardsmark
- Wencor Group
- Gabriel Brothers
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.
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.
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.
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
What to Expect From Shareholder Activism This Year, Law360 (January 30, 2023)
M&A in 2023: A Year of Cautious Optimism?, Selected Issues for Boards of Directors in 2023 (January 17, 2023)
Outlook for Activism in 2023, Selected Issues for Boards of Directors in 2023 (January 17, 2023)
10 Questions With James Langston, The Activist Report, 13D Monitor (June 2022)
The SECs Proposed Changes to Beneficial Ownership Reporting Implications for Market Participants, Cleary Gottlieb Alert Memorandum (March 15, 2022); republished by The Columbia Law School Blue Sky Blog (March 17, 2022)
Delaware Chancery Court Allows SPAC Merger Challenge to Proceed, Cleary Gottlieb Alert Memorandum (January 5, 2022)
7 Top M&A Lawyers Share Their Predictions for 2022, Including a Crush of Deals in Tech, Healthcare, and Private Equity, Business Insider (December 30, 2021)
Drinks With The Deal: Cleary Gottlieb’s Jim Langston, The Deal (August 5, 2021)
Delaware Court Orders Up Prevention Doctrine to Require Reluctant Buyer to Close, Cleary Gottlieb Alert Memorandum (May 12, 2021)
U.S. Megadeals: The Deals That Were and The Deals to Come, Mergermarket (May 11, 2021)
Delaware Court Enjoins Poison Pill Adopted in Response to COVID-19-Related Market Disruption, Cleary Gottlieb Alert Memorandum (March 2, 2021)
The Changing Face of Activism, Selected Issues for Boards of Directors in 2021 (January 11, 2021)
What to Expect From the Biden Administration, Cleary Gottlieb Alert Memorandum (November 9, 2020); republished by Harvard Law School Forum on Corporate Governance (November 11, 2020) and featured in the Society for Corporate Governance Weekly Newsletter (November 18, 2020)
SEC Internal Controls Case Demonstrates Agency’s Focus On MNPI Issues In The Stock Buyback Context, Cleary Gottlieb Alert Memorandum (October 19, 2020); featured in the Society for Corporate Governance Weekly Newsletter (October 21, 2020)
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); republished by Harvard Law School Forum on Corporate Governance (September 12, 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 Activists, The 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)
March 24, 2023
September 22, 2022
September 21, 2022
December 8, 2021
October 15, 2021
June 28, 2021
February 24, 2021
February 25, 2020
February 13, 2020
September 24, 2019
July 16, 2019
March 6, 2019
March 28, 2018
November 28, 2017
April 17, 2017
January 29, 2016