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

Jim also provides advice regarding governance matters and the fiduciary duties of officers and directors to companies and their boards. 

In 2016, Law360 named Jim one of its “Rising Stars” for his work on some of the largest and most high-profile M&A transactions in recent years. Jim was also named a “Next Generation Lawyer” by Legal 500 U.S. and a “Rising Star” by IFLR.

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

Notable Experience

Public Company Transactions

  • Saint-Gobain in its pending $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 led by Third Point.

  • 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 announced 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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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 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:

    • pending sale of a minority equity stake to CDPQ at a valuation of more than $7 billion
    • $1 billion acquisition of U.S. Security Associates

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Financial Advisor Assignments

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

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Rewriting the Poison Pill Prescription: Consider Active Defenses During COVID-19, Cleary Gottlieb Alert Memo (March 20, 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 SituationsRisk & 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)