Victor Lewkow’s practice focuses on public and private mergers and acquisitions, corporate governance, and shareholder activism.

He represents principals and the major investment banking firms acting as financial advisors to acquirors or target companies. Vic also advises corporations and their boards regarding governance issues and the fiduciary duties of directors.

He is consistently ranked as one of the top practitioners in both M&A and corporate governance. He has been acknowledged for his leading work on behalf of clients by the legal and business press, including The American Lawyer, which named him a “Dealmaker of the Year.”  He has also been named a “2016 BTI Client Service All-Star.”

Vic joined the firm in 1973 and became a partner in 1982.

Notable Experience

  • U.S. counsel to SABMiller in its pending acquisition by Anheuser-Busch InBev, and previously in its U.S. joint venture with Molson Coors to create MillerCoors and in SAB’s acquisition of Miller.

  • Actavis in its $70.5 billion acquisition of Allergan.

  • Medtronic in its $49 billion acquisition of Covidien and its $4 billion acquisition of Kyphon.

  • GlaxoSmithKline in its unsolicited tender offer to acquire Human Genome Sciences and the resulting negotiated acquisition for $3.6 billion; and in other transactions, including its acquisitions of Sitris Pharmaceuticals, CNS and Corixa.

  • Google in its $12.5 billion acquisition of Motorola Mobility.

  • Barclays Capital in the purchase of Lehman Brothers' U.S. and Canadian investment banking and capital markets businesses.

  • The special committee of National Financial Partners' board of directors in the $1.3 billion sale of NFP to affiliates of Madison Dearborn Partners.

  • Conversus Capital L.P. in the sale of its portfolio of PE fund interests to an affiliate of HarbourVest Partners LLC for $1.4 billion, distributed to publicly listed Conversus’s unitholders.

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

  • Johnson Controls in its $1.6 billion acquisition of Air Distribution Technologies.

  • Oriental Financial Group (now OFG) in its acquisition of BBVA’s Puerto Rico operations for $500 million.

  • LS Cable in its $1.1 billion acquisition of Superior Essex through a cash tender offer.

  • TPG in the going-private acquisition of Chindex International; and in its investment in Armstrong World Industries.

  • Alpha Natural Resources in its acquisition of Massey Energy.

  • The Hartford Financial Services Group in connection with a $2.5 billion capital investment by Allianz.

  • Hewlett-Packard in its $13.9 billion acquisition of EDS.

  • BBVA in its $9 billion acquisition of Compass Bancshares.

  • Euronext in its merger with NYSE Group.

  • Capital One Financial in its acquisitions of North Fork Bancorporation and Hibernia Corporation.

  • PeopleSoft in responding to Oracle’s hostile tender offer and the ultimate negotiation of its acquisition at a price 65 percent above Oracle’s initial bid.

  • Bank of America Merrill Lynch, Barclays, Citigroup, Credit Suisse, Goldman Sachs, Lazard, and JPMorgan as financial advisors in various M&A transactions.

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Selected Activities

  • Planning Committee, speaker and former chair, Tulane Corporate Law Institute
  • Adjunct Professor, New York University School of Law
  • Guest lecturer, Harvard, Yale and the University of Pennsylvania Law Schools
  • Member, Editorial Advisory Board, The M&A Lawyer

Publications

  • "Insider Trading and Tender Offers," The Harvard Law School Forum on Corporate Governance and Financial Regulation, November 2015 (with Chris Austin)
  • "Forum Selection Clauses in the "Foreign" Court," The Wall Street Lawyer, April 2014 (with Mitchell Lowenthal)
  • "Be Wary of the Path to the Business Judgment Rule," The Harvard Law School Forum on Corporate Governance and Financial Regulation, July 2013 (with Ethan Klingsberg and Neil Whoriskey)
  • "Should Your Company Adopt A Forum Selection Bylaw?" The Harvard Law School Forum on Corporate Governance and Financial Regulation, July 2013 (with Neil Whoriskey and Julie Yip-Williams)
  • "Independent Directors - Will You Know Them When You See Them?" Who’s Who Legal Corporate Governance, June 2013 (with Jeffrey Karpf and Laura Palmer)
  • "Selected Issues for Boards of Directors in 2013," The Harvard Law School Forum on Corporate Governance and Financial Regulation, January 2013 (with Alan Beller, Mitchell Lowenthal, Janet Fisher, Arthur Kohn, David Leinwand and Ethan Klingsberg)
  • "The El Paso/Kinder Morgan Opinion: Further Delaware Guidance on Investment Banker Sell-Side Conflicts," The M&A Lawyer, April 2012 (with David Leinwand and Ethan Klingsberg)
  • "Board Focus 2012: Issues and Developments," The Harvard Law School Forum on Corporate Governance and Financial Regulation, February 2012 (with David Becker, Alan Beller, Janet Fisher, Arthur Kohn, and Ethan Klingsberg)
  • "Preparing for “Proxy Access” Shareholder Proposals," The Harvard Law School Forum on Corporate Governance and Financial Regulation, October 2011 (with Janet Fisher and Esther Farkas)
  • "Air Products v. Airgas: Poison Pills and 'Just Saying No,'" The M&A Lawyer, March 2011 (with Christopher Austin)
  • "Who's the Boss? The Role of Boards and Shareholders in U.S. M&A Transactions," Who's Who Legal, March 2011 (with Christopher Austin)
  • "Action by Written Consent: A New Focus for Shareholder Activism," The Harvard Law School Forum on Corporate Governance and Financial Regulation, July 2010 (with Laurent Alpert, Janet Fisher and Lillian Raben)
  • "Continuing Director' Change in Control Provisions After Amylin," The M&A Lawyer, June 2009 (with Laurent Alpert and Daniel Sternberg)
  • "Assessing “Continuing Director” Change-in-Control Provisions," The Harvard Law School Forum on Corporate Governance and Financial Regulation, May 2009 (with Laurent Alpert, Robert Davis and Daniel Sternberg)
  • "Director Liability in Sale Process," New York Law Journal, November 2008 (with Paul Shim)
  • "Left at the Altar: Creating Meaningful Remedies for Target Companies," The M&A Lawyer, October 2007 (with Neil Whoriskey)
  • "US Best-Price Rule - Return of the Tender Offer," IFLR, January 2007 (with Daniel Sternberg and Matthew Salerno)
  • "Reflections on the Disney Decision," The M&A Journal, September 2005 (with Lillian Rice)
  • "Revlon Duties 'R' Us," The M&A Lawyer, September 2005 (with Derek Winokur)
  • "The Embattled Poison Pill," Insights, April 2005 (with Sarah ten Siethoff)
  • "Corporate and Securities Law," Manual of Foreign Investment in the United States (Third Ed. 2004)

Events