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Robert E. Spatt
Partner

425 Lexington Avenue
New York, NY 10017-3954
Phone:  (212) 455-2685
Fax:  (212) 455-2502
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Robert E. Spatt has been a corporate partner at Simpson Thacher & Bartlett LLP in New York since 1987, where he specializes in corporate and corporate governance advice to public and private company boards of directors, and mergers, acquisitions and restructurings for buying and selling companies, their financial advisors, control stockholders, leveraged buy-out firms and special committees of boards of directors.  Mr. Spatt graduated from Brown University (A.B. 1977) and University of Michigan Law School (J.D., magna cum laude 1980, Order of the Coif).  He was admitted to the New York State Bar in 1980.  Mr. Spatt has published various articles on M&A subjects and regularly serves as a faculty member for leading M&A seminars and institutes.  Mr. Spatt is the co-chairman emeritus of the Tulane Corporate Law Institute, one of the country's leading M&A institutes.  He also served as a Professional Fellow of the NYU Center for Law and Business.  Mr. Spatt has been named one of the leading M&A lawyers in numerous legal publications including Chambers Global (2013, 2012, 2011, 2010, 2009 and 2008) World's Leading Lawyers for Business and Chambers USA (2013, 2012, 2011, 2010, 2009, 2008, 2007, 2006 and 2005) America's Leading Lawyers for Business.  He has also been listed as a top Corporate Governance or M&A lawyer in Euromoney’s Expert Guides "The Best of the Best" (2012, 2011, 2010, 2009 and 2008), Who’s Who Legal (2012, 2011, 2010, 2009 and 2008), and has been included in Lawdragon's "Lawdragon 500 Leading Lawyers in America" since its inception in 2005 and was featured on the cover spread for the 2009 annual issue.  Mr. Spatt was recently named "Dealmaker of the Week" by The American Lawyer.

Some of Mr. Spatt’s recent principal transactions have included representing Smithfield Foods in its $7 billion strategic combination with Shuanghui International, the largest Chinese takeover to date of an American company; the Special Committee of the Board of Directors of Clearwire Corporation in its evaluation of strategic alternatives and ultimate merger with Sprint Nextel Corporation (after competing proposals and tender offer from DISH Network); McKesson in its acquisition of PSS World Medical; Apax Partners, CPPIB and PSP Investments in its acquisition of Kinetic Concepts; Japan’s Toshiba Medical Systems Corporation in connection with its acquisition of Vital Images; CoStar Group, Inc. in connection with its acquisition of LoopNet; Apax Partners and Tommy Hilfiger in the sale of Tommy Hilfiger to Phillips-Van Heusen; Facet Biotech in its sale to Abbott Laboratories (after having represented Facet in defense of the unsolicited acquisition proposal for Facet made by Biogen Idec); the Audit Committee and Special Strategic Committee of the Board of Directors of Clearwire Corporation in its 2009 equity infusion from its majority stockholders; CSL Limited in its agreement to acquire Talecris Biotherapeutics Holdings Corp.; the Board of Directors of Dow Jones & Company, Inc. in connection with its unsolicited proposal from, and ultimate sale to, News Corp., Invus in its significant equity investment in Lexicon Pharmaceuticals, SandRidge Energy in its acquisition of NEG Oil & Gas, Carl Icahn’s oil & gas businesses, McKesson in its acquisition of Per-Se Technologies, Smithfield Foods in its acquisition of Premium Standard Farms, the Special Committee of the Board of Directors of Lafarge North America in the unsolicited cash tender offer by its controlling stockholder Lafarge SA (and subsequent increased supported offer), Placer Dome in connection with the unsolicited acquisition bid made by Barrick Gold and subsequent increased supported exchange offer, Seagate in its acquisition of Maxtor, the Special Committee of Sotheby’s Holdings in its buyback of the controlling interest in the corporation held by the Taubman family, the Special Committee of the Board of Directors of Eon Labs in its sale to Novartis, Harmony Gold in its unsolicited bid for, and acquisition of a minority stake in, Gold Fields, UFJ as U.S. counsel in its unsolicited bid by, and merger with, Mitsubishi Tokyo Financial Group, Citizens Communications in its evaluation and implementation of financial and strategic alternatives, CSL Limited in its acquisition of Aventis’ worldwide blood plasma business, H.J. Heinz in its “reverse morris trust” spin/merge transaction with Del Monte Foods, the controlling stockholders of Panamco in its acquisition by Coca Cola FEMSA, Moody’s Corp. in its acquisition of KMV, the principal stockholders of Louis Dreyfus Natural Gas in its sale to Dominion Resources, Franchise Finance Corporation of America in its sale to GECC, Smithfield Foods in its bid for IBP, the Special Committee of the Board of Directors of AXA Financial in the buyout by its 60% parent AXA Group, Moore Corporation in its recapitalization, Artal International in its acquisitions of Weight Watchers International, Keebler and Sunshine Biscuits and its sale of Nellson Nutraceutical to Fremont Partners, Frontier Corp. in its sale to Global Crossing and in its sale of the Frontier ILEC business to Citizens Communications, Nine West Group in its sale to Jones Apparel, Xcelera.com in the partial equity sale of  its Mirror Image Internet unit to Exodus Communications, Firstar in its merger with StarBanc,  Guy Gannett Communications in the sale of its newspaper business to the Seattle Times and its broadcasting business to Sinclair Broadcasting, LCI Communications  in its merger with Qwest, the New York Times in its acquisition of the Boston Globe, American Home Products (now Wyeth) in its acquisition of American Cyanamid and its terminated mergers with Monsanto and Warner-Lambert, Fibreboard in its acquisition by Owens Corning, Warnaco Group in its acquisition of Authentic Fitness and Designer Holdings, and the controlling stockholders of the Family Channel in its sale to The News Corporation.  Additionally, Mr. Spatt represented Kohlberg Kravis Roberts & Co. in a number of its most significant early acquisitions, including Wometco, Beatrice, Duracell and RJR Nabisco and related business divestitures.

Mr. Spatt also has an extensive practice in representing financial advisors in M&A transactions, including recently the financial advisors for Forest Laboratories in connection with Actavis’ acquisition of Forest, for Comcast Corporation in connection with Time Warner Cable’s merger with Comcast, for GlobalLogic in its acquisition by a company backed by Funds advised by Apax Partners, for Darling International in its acquisition of Vion Ingredients, for Zoltek Companies in its acquisition by Toray Industries, for Vantiv in its acquisition of Litle & Co., for UnitedHealth Group in its merger with Amil Participações S.A. and for its acquisition of XLHealth Corp., for Merchant e-Solutions in its sale to Cielo, for United Technologies in its acquisition of Goodrich, for Medco Health Solutions in its merger with Express Scripts, for Arch Chemicals in its sale to Lonza Group, for Carpenter Technology in its acquisition of Latrobe Specialty Metals, for Deutsche Börse AG in its terminated merger with NYSE Euronext, for Motorola in its spin-off of Motorola Mobility Holdings, for Caterpillar in its acquisition of Bucyrus International, for the ACG Committees of the General Partners of each of Duncan Energy Partners and Enterprise GP Holdings LP in their separate mergers with affiliates, for the Audit Committee of News Corp. in its acquisition of Shine Group, for CenturyTel in its acquisition of Qwest Communications International, and for PepsiCo in its acquisition of all of the outstanding shares it did not already own in The Pepsi Bottling Group, Inc. and PepsiAmericas, Inc., for MSC.Software, a leading global provider of simulation software and services, in its acquisition by Symphony Technology Group, for a Special Board Committee of London-based Central European Media Enterprises, Ltd., a media company controlled by Ron Lauder, in the sale of a substantial equity interest (and a further follow-on investment) to an affiliate of Time Warner, for Embarq Corporation in its sale to CenturyTel, Inc., for Celgene in its acquisition of Pharmion, for Digene in its sale to Qiagen, for Hologic in its acquisition of Cytyc, for Freeport-McMoRan Copper and Gold in its acquisition of Phelps Dodge, for Crown Castle International in its acquisition of Global Signal, for the Jean Coutu Group in the sale of its U.S. drug store operations to Rite Aid, for RR Donnelley in its acquisition of OfficeTiger, for ConocoPhillips in its acquisition of Burlington Resources, for Brandywine Realty Trust in its acquisition of Prentiss Properties, for Banca Antonveneta in its bids by ABN Amro and Banca Popolare Italiana, for MCI in its acquisition by Verizon, for Gillette in its acquisition by Procter & Gamble, for the seller of TMM S.A. to Kansas City Southern, for Nextel in its merger with Sprint, for UnitedHealth Group in its acquisition of Oxford Health, for Mandalay Resort Group in its merger with MGM Mirage, for Phillips Petroleum in its merger with Conoco, for the Special Committee of Prodigy in its buyout by SBC Communications, for Comcast in its acquisition of the Broadband business of AT&T and in its unsolicited bid for Disney, for Chelsea Property Group in its merger with Simon Property Group, for Compaq in its merger with Hewlett-Packard, for Simon Property Group in its unsolicited bid for Taubman Realty Group, for DaVita in its acquisition of Gambro Healthcare, for American Medical Security Group in its merger with PacifiCare Health Systems, for Mariner Health Care in its merger with National Senior Care, for SPX in its acquisition of United Dominion, for Orbitz in its merger with Cendant, for Northrop Grumman in its acquisition of Litton, for Tribune Company in its acquisition of Times Mirror, for Bestfoods in its acquisition by Unilever, for UPM-Kymmene in its terminated merger agreement with Champion International, for NTT Communications in its acquisition of Verio, for Healtheon/Web MD in its acquisition of Medical Manager, for Dai-Ichi Kangyo Bank, Fuji Bank and IBJ in their three-way merger, for TV Guide in its acquisition of Gemstar International, for Alcoa in its acquisition of Cordant Technologies and Howmet International, for ASM Lithography in its acquisition of Silicon Valley Group, for ChiRex in its sale to Rhodia, for Dayton-Superior in its sale to Odyssey Partners, for Philip Morris in its acquisition of Nabisco, for International Home Foods in its sale to ConAgra, for International Specialty Products in its unsolicited tender offer for Dexter, for Arco in its merger with BP/Amoco, for Cisco in its acquisition of GeoTel, for Bell Atlantic in its merger with GTE and its wireless joint venture with Vodaphone Air Touch, for NationsBank in its merger with BankAmerica, for Banc One in its merger with First Chicago NBD, for Waste Management in its merger with USA Waste Services, for Equity Office Properties in its acquisition of Beacon Properties, for James River in its merger with Fort Howard, for Westinghouse in the sale of its Defense Electronics business and its acquisitions of Infinity Broadcasting and American Radio, for the Special Committee of Chancellor Media in its acquisition of various radio station assets, for Chancellor Media in its acquisition of Capstar Broadcasting, for Clear Channel  Communications in its acquisitions of SFX Entertainment, Jacor Communications and AMFM, Inc., for Northrop in its acquisition of Grumman and for Northrop Grumman in its acquisition of Comptek and the sale of its commercial division to Carlyle Group, and for U.S. Surgical in its sale to Tyco Industries. 

Honors/Associations
•  American Bar Association
•  New York State Bar Association
•  Association of the Bar of the City of New York
•  Tulane Corporate Law Institute, Co-Chairman (1999-2007), Co-Chairman Ermeritus (2007-Present)
•  NYU Center for Law and Business, Professional Fellow
Publications
The Four Ring Circus-Round Eighteen – A Further Updated View of the Mating Dance Among Announced Merger Partners and an Unsolicited Second or Third Bidder (March 2014)
Delaware Chancery Court Holds Financial Advisor Liable for Aiding and Abetting Fiduciary Duty Breaches
Selected Legal Issues Relating to the Selection and Implementation of Differing Forms of Consideration in M&A Transactions (March 2014)
Social Issues in Selected Recent Mergers and Acquisitions Transactions (February 2014)
Other People’s Money: The Evolution of Dealing with Financing Execution Risk in LBO & Strategic Mergers
The Four Ring Circus - Round Seventeen; A Further Updated View of the Mating Dance Among Announced Merger Partners and an Unsolicited Second or Third Bidder (March 2013)
Social Issues in Selected Recent Mergers and Acquisitions Transactions (February 2013)
Selected Legal Issues Relating to the Selection and Implementation of Differing Forms of Consideration in M&A Transactions (February 2013)
The Four Ring Circus - Round Sixteen; A Further Updated View of the Mating Dance Among Announced Merger Partners and an Unsolicited Second or Third Bidder (February 2012)
Selected Legal Issues Relating to the Selection and Implementation of Differing Forms of Consideration in M&A Transactions (January 2012)
Social Issues in Selected Recent Mergers and Acquisitions Transactions (January 2012)
Delaware Chancery Court Addresses Revlon Applicability in Cash/Stock Transactions
The Four Ring Circus - Round Fifteen; A Further Updated View of the Mating Dance Among Announced Merger Partners and an Unsolicited Second or Third Bidder (March 2011)
Selected Legal Issues Relating to the Selection and Implementation of Differing Forms of Consideration in M&A Transactions (January 2011)
Social Issues in Selected Recent Mergers and Acquisitions Transactions (January 2011)
The Four Ring Circus - Round Fourteen; A Further Updated View of the Mating Dance Among Announced Merger Partners and an Unsolicited Second or Third Bidder (March 2010)
Selected Legal Issues Relating to the Selection and Implementation of Differing Forms of Consideration in M&A Transactions (January 2010)
Social Issues in Selected Recent Mergers and Acquisitions Transactions (January 2010)
The Four Ring Circus - Round Thirteen; A Further Updated View of the Mating Dance Among Announced Merger Partners and an Unsolicited Second or Third Bidder (March 2009)
SEC Releases Updated Guidance Regarding Going Private Transactions (February 2009)
Delaware Supreme Court's NCS Healthcare Decision May Limit Effectiveness of Voting Agreements From Majority Stockholders as Deal Protection Measures (December 2002)
A New Roadmap For Going-Private Transactions (December 2001)
Delaware Chancery Court Orders Specific Performance of Merger Agreement: An Analysis of the IBP-Tyson Litigation (August 2001)
Executive Compensation in the Context of Tender Offers (June 2001)
The Four Ring Circus, an Updated View of the Mating Dance Among Announced Merger Partners and an Unsolicited Second or Third Bidder (Spring 1998)
Three's a Crowd -- Observations on the Mating Dance Among Announced Merger Partners and an Unsolicited Second Bidder (Fall 1995)
A Gatecrasher at the Party, Global M&A (Winter 1994-1995)
Restructuring Public Debt of Highly Leveraged Entities (Co-Author With Benedict Tai), 6 M&A & Corporate Governance Law Reporter 669, 1991, Reproduced, Prentice-Hall Law & Business, American Bar Association, the Institute of International Research and Classroom Curriculum for Harvard University Graduate School of Business Administration
Speaking Engagements
•  Rob Spatt to Be a Guest Faculty Member at Chief Justice Strine’s Penn Law School Corporate Law Course
April 15, 2014
•  Dick Beattie and Rob Spatt Served as Guest Faculty Members at NYU Law School
April 15, 2014
•  Robert E. Spatt and Peter C. Thomas to Speak at the Annual Tulane M&A Conference
March 18, 2014
•  Robert E. Spatt to Speak at 32nd Annual Federal Securities Institute Conference
February 3, 2014
•  Rob Spatt to Be a Guest Faculty Member at Chancellor Strine’s Harvard Law School M&A Course
November 18, 2013
•  Rob Spatt Speaks at the 2013 Stanford Law School Directors’ College
June 26, 2013
•  Robert E. Spatt to Speak at the Annual Tulane M&A Conference
March 20, 2013
•  Robert E. Spatt Spoke at 31st Annual Federal Securities Institute Conference
March 19, 2013
•  Bruce D. Angiolillo and Robert E. Spatt to Moderate Panels at PLI’s 44th Annual "Securities Regulation Institute"
September 25, 2012
•  Rob Spatt to Speak at the 2012 Stanford Law School Directors’ College
June 19, 2012
•  Robert E. Spatt to Speak at The Citadel Directors’ Institute on March 22-23, 2012
March 21, 2012
•  Rob Spatt to Moderate a Panel at the Annual Tulane M&A Conference
March 5, 2012
•  Robert E. Spatt to Speak at 30th Annual Federal Securities Institute Conference
February 13, 2012
Admissions
•  New York 1980
Education
•  University of Michigan Law School, 1980 J.D.
magna cum laude; Order of the Coif
•  Brown University, 1977 A.B.



•  Corporate
•  Mergers and Acquisitions
•  Corporate Governance
•  Public Company Advisory Practice
 
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