Stephen F. Arcano

Mr. Arcano has worked on a variety of high-profile mergers and acquisitions, representing acquirers, sellers and targets, with notable examples including Mobil Corporation in its merger with Exxon Corporation; the independent directors of Time Warner Cable (TWC) in its acquisition by Charter Communications and in TWC’s terminated transaction with Comcast, as well as in connection with TWC’s separation from Time Warner; XTO Energy in its acquisition by Exxon Mobil Corporation; Gilead Sciences, Inc. in various transactions, including its acquisition of Kite Pharma, Inc. and its acquisition of Pharmasset, Inc., a transaction that was recognized in the Financial Times’ U.S. Innovative Lawyers report; and E*Trade Financial Corporation in its acquisition by Morgan Stanley.

Mr. Arcano has represented a variety of clients in cross-border transactions, including Alcatel in its merger with Lucent Technologies Inc.; the Bertarelli family and Serono S.A. in connection with the acquisition of Serono by Merck KGaA; The WhiteWave Foods Company in its acquisition by Danone SA; Chattem Inc. in its sale to Sanofi-Aventis; Dean Foods in its acquisition of Alpro N.V.; MacMillan Bloedel Limited in its acquisition by Weyerhaeuser Company; BTR plc in the sale of its global packaging business to Owens-Illinois, Inc.; Veoneer Inc. in its initial agreement to be acquired by Magna Industries, and its acquisition by SSW Partners in conjunction with a subsequent acquisition of assets by Qualcomm; and VNU N.V. in its acquisition of Nielsen Media Research Inc.

Mr. Arcano’s experience in contested situations includes representing CoreLogic, Inc. in connection with an unsolicited acquisition offer and proxy contest by Senator Investment Group and Cannae Holdings; Norfolk Southern Corporation in connection with an unsolicited offer and threatened proxy contest by Canadian Pacific Railway; The Washington Companies in its acquisition of Dominion Diamond Corporation; Pinnacle Entertainment in connection with the unsolicited offer by Gaming & Leisure Properties Inc. and subsequent agreement to merge with GLPI following a spin-off by Pinnacle’s operating business; Pinnacle Entertainment in its acquisition by Penn National Gaming; ICN Pharmaceuticals, Inc. in its replacement of the board of, and subsequent acquisition of the publicly held shares of, Ribapharm Inc.; Validus Holdings, Limited in its unsolicited acquisition of IPC Holdings, Limited; and Transocean Limited in its proxy contest with Carl Icahn. Mr. Arcano also counsels client companies in connection with shareholder activism.

In leveraged buyout transactions, Mr. Arcano has represented sellers, buyout groups and management. Examples include Gardner Denver, Inc. in its acquisition by Kohlberg Kravis Roberts & Co.; Digital River in its sale to affiliates of Siris Capital; Compuware in its sale to affiliates of Thoma Bravo; the independent directors of Jones Group in Jones’ sale to affiliates of Sycamore Partners; Greenfield Partners in its acquisition of Clayton Holdings, Inc.; Jerry Moyes in his leveraged acquisition of Swift Transportation Co., Inc.; the special committee of Insight Communications Company, Inc. in Insight’s acquisition by affiliates of the Carlyle Group and founders Sidney Knafel and Michael Wilner; the management board of Celanese AG in the acquisition of Celanese by affiliates of the Blackstone Group; Vulcan Capital in its acquisition of Plains Resources Inc.; Dan Wassong in the acquisition of Del Laboratories by affiliates of Kelso & Co.; IMC Global, Inc. in the sale of its salt and related businesses to affiliates of Apollo Management; and Johns Manville Corporation in the sale of Riverwood International Corporation to affiliates of Clayton, Dubilier & Rice.

Mr. Arcano has represented companies in spin-offs and similar corporate separation transactions, including NCR Corporation in its spin-off of NCR Atleos, a committee of independent directors of Time Warner Cable in the completion of its separation from Time Warner and Trinity Industries in its spin-off of Arcosa, Inc. In addition, Mr. Arcano has represented investment banking firms as financial advisors in a variety of significant transactions.

In recognition of his work, Mr. Arcano has been honored as one of The American Lawyer’s Dealmakers of the Year and repeatedly selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business and Chambers USA: America’s Leading Lawyers for Business. Mr. Arcano also has been listed in The Best Lawyers in America and IFLR1000, in addition to being named to Lawdragon’s 500 Legends of Law list, which recognizes attorneys “whose contributions define justice and excellence in the legal profession.”