Neil Whoriskey’s practice focuses primarily on mergers, acquisitions, and corporate governance matters. He co-chairs the firm’s corporate governance group.

Neil joined the firm 1991 and became partner in 2000. He was previously resident in Cleary’s Hong Kong office where, among other highlights, he worked on the first-ever sale of control of a Chinese bank to foreign investors, and the sale of Daewoo Motors to General Motors. Neil joined Cleary after having worked for one year as a stagiaire with the law firm of Uría & Menéndez in Madrid, Spain.

Notable Experience

  • Western Digital in numerous transactions, including:

    • $19 billion acquisition of SanDisk
    • Proposed $3.775 billion equity investment by a subsidiary of Unisplendour
    • Acquisition of Amplidata
    • Disposition of certain assets to Toshiba

  • OpenText in various transactions, including its $1.62 billion acquisition of Dell EMC’s Enterprise Content Division, its acquisition of HP’s customer communications management assets, its $1.165 billion acquisition of GXS Group, and its acquisitions of Actuate, Liaison Technologies, and Guidance Software.

  • American Tower in its $5.056 billion acquisition of the rights to over 11,000 wireless communications towers and 165 additional towers from Verizon.

  • Carlyle Global Partners in several transactions, including the acquisition of certain assets managed by Content Partners.

  • Overseas Shipholding Group in the separation and spin-off of its international business, International Seaways, into an independent, publicly traded company, and International Seaways in the $434 million acquisition of the holding companies for six 300,000 DWT VLCC vessels from Euronav.

  • ABB in its $1 billion acquisition of Power-One and in the subsequent disposition of certain Power-One subsidiaries, and in its acquisition of Ventyx.

  • Advice to various firms regarding activist investments.

  • CFR Pharmaceuticals in its $2.9 billion sale to Abbott Laboratories.

  • One of the world’s largest asset management firms in various take-private transactions and REIT transactions.

  • Embratel, Embrapar, and Net Serviços de Comunicação in connection with a take-private cash tender offer to acquire Net Serviços de Comunicação.

  • América Móvil in various transactions, including its $905 million acquisition of Nextel Brazil, $648 million acquisition of Telefónica’s operations in El Salvador and Guatemala, acquisition of Olo de Perú, and its minority investments in Mobli Media, KPN, Sport 195, and other companies.

  • Electricité de France in its acquisition of a 50% stake in UniStar Nuclear Energy.

  • BHP Billiton in its $40 billion all-cash offer to acquire Potash Corporation of Saskatchewan.

  • McDonald’s in the disposition of its assets in Latin America and China.

  • The Raine Group in its investments in Imagine Entertainment, the film and television production company led by longtime partners Ron Howard and Brian Grazer, and Important Media, a joint venture with Trey Parker and Matt Stone, the creators of the South Park television series and The Book of Mormon musical production.

  • Pluspetrol Resources in its acquisition of Apco Oil and Gas International, and in its acquisition of substantially all of the assets of Harvest Natural Resources.

  • Scientific Games in its $1.5 billion acquisition of WMS industries.

  • Goldman Sachs in its sale of Litton Loan Servicing.

  • Citigroup in its divestiture of Phibro and in the sale of assets by Lava Flow relating to its equity order management system trading software platform.

  • Citibank in its $1.4 billion acquisition of The Bisys Group and simultaneous sale of Bisys’ insurance and retirement business to J.C. Flowers & Co.

  • Nortel in the bankruptcy auction of its Enterprise Solutions Business.

  • Dexia in its sale of FSA to Assured Guaranty.

  • Temasek in its multibillion-dollar investment in Merrill Lynch.

  • ArcelorMittal in its acquisitions of the Concept Group and Bayou Steel.

  • Evraz Group in its $4 billion acquisition of IPSCO and simultaneous divestiture of certain of the purchased assets, and in its successful $2.3 billion public tender offer for Oregon Steel and successful public tender offer for Claymont Steel.

  • Electronic Arts in its investment in Neowiz.

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Publications

2015 – Present: Editor and Contributor, Cleary M&A and Corporate Governance Watch (Lexblog)

July 31, 2019, “Finding Friends is Hard: Long-Term Investors’ Relationship with Proxy Advisors, Activists and Long-Term Private Equity Funds,” Cleary M&A and Corporate Governance Watch

March 31, 2019, “Mutant Q—Foundational Studies on Entrenchment, Staggered Boards, and Activism,” Harvard Law School Forum on Corporate Governance and Financial Regulation

June 11, 2018, “Long-Term Investors Have a Duty to Bring Back the Staggered Board (and Proxy Advisors Should Get on Board),” Columbia Law School Blue Sky Blog and Law360

January 28, 2016, “Oregon Supreme Court Enforces Delaware Exclusive Forum Bylaw Adopted on a Cloudy Day, Cleary M&A and Corporate Governance Watch

July 23, 2015, “Chancery Court Awards Merger Price less Synergies in Appraisal Proceeding,” Cleary M&A and Corporate Governance Watch

May 2014, “The Cleary M&A and Corporate Governance Report (2014),” Cleary M&A and Corporate Governance Watch

October 2013, “The Cleary M&A and Corporate Governance Report (2013),” Cleary M&A and Corporate Governance Watch

July 11, 2013: Be Wary of the Path to the Business Judgment Rule,” The Harvard Law School Forum on Corporate Governance and Financial Regulation

July 2, 2013: “Should Your Company Adopt a Forum Selection Bylaw?” The Harvard Law School Forum on Corporate Governance and Financial Regulation

June 5, 2013: “Golden Leashes, Honest Brokers, Risk Tolerances and Market Imperfections: Incentive Schemes for Nominees of Activist Investors,” Harvard Law School Forum on Corporate Governance and Financial Regulation

January 2013: “Runaway MAC Carve-outs,” TheHarvard Law School Forum on Corporate Governance and Financial Regulation (January 14) and Deal Lawyers (January 18)

May 2012: “Vulcanizing Your Confi,” The Harvard Law School Forum on Corporate Governance and Financial Regulation

March 22, 2012: “Special Committee Review After Southern Peru Copper,” Bloomberg Law Reports: Corporate and M&A Law – Mergers & Acquisitions 2011: “Examining Data Points in Minority Buy-Outs: A Report From Practitioners,” Delaware Journal of Corporate Law, Volume 36, Number 3

October 7, 2011: “Attracting Private Investment in the Recapitalization of Banks – Regulatory Approaches in the United States,” Law360

April 14, 2011: “The Vagaries of Minority Buyouts,” by N. Whoriskey, The Deal

March 9, 2011: “Tips for PE Firms Participating in Stalking Horse Auctions,” by N. Whoriskey, Deal Lawyers

“Left at the Altar: Creating Meaningful Remedies for Target Companies” by V. Lewkow and N. Whoriskey, The M&A Lawyer, Volume 11 Number 9 (2007)

“Unisuper Ltd. v. News Corp. – Shareholder Primacy and Shareholder Votes as Contractual Assent” by N. Whoriskey, The M&A Lawyer, Volume 10 Number 4 (2006), Securities Litigation Report, Volume 3 Number 4 (2006)

“Arbitrage in an M&A Context – Issues Raised by the Mylan Case” by N. Whoriskey, The M&A Lawyer, Volume 9 Number 4 (2005)

“Taking Foreign Issuers Private” by N. Whoriskey, The M&A Lawyer, Volume 9 Number 1 (2005)

Events