Peter A. Atkins

Mr. Atkins has represented acquirors (U.S. and non-U.S.), targets and investment banks in numerous mergers, acquisitions, takeovers (negotiated and contested), leveraged buyouts, spin-offs and joint ventures. He has represented target companies, independent directors and special committees in multiple shareholder activism response situations. He counsels clients on a broad range of corporate governance matters, including directors’ duties and responsibilities, and other matters such as disclosure issues, corporate compliance matters and internal investigations. This advice often is provided to boards, independent directors and special committees of directors in crisis situations and where the satisfaction of their fiduciary duties is subject to particular scrutiny.

Mr. Atkins has had substan­tial transactional involvement in numerous industries, including airline, defense and aerospace, energy, financial institutions, forest products, health care, information technology, insurance, media and telecommunications, retail and utilities.

Mergers and Acquisitions: Mr. Atkins has advised clients on numerous major proposed and completed transactions and on numerous strategic reviews and preparatory planning efforts in contemplation of unsolicited takeover interest, including the representation of: BHP Billiton in its attempted $150 billion acquisition of Rio Tinto; E. I. du Pont de Nemours and Company in its $130 billion merger-of-equals with Dow Chemical Company; Sprint Corporation’s financial advisor in the attempted $129 billion business combination between Sprint and MCI Worldcom; Warner-Lambert Company in its attempted $72 billion merger-of-equals with American Home Products Corporation and its response to Pfizer Inc.’s intervening proposal to acquire Warner-Lambert for $84 billion; Bell Atlantic Corporation in its $70 billion wireless joint venture with Vodafone AirTouch Plc; EMC Corporation in its $67 billion acquisition by Dell; Walt Disney Company’s financial advisor in connection with Comcast Corporation’s interest in acquiring Disney for $66 billion; Bell Atlantic Corporation in its $57 billion merger-of-equals with GTE Corporation; Global Santa Fe Corporation in its $53 billion merger-of-equals with Transocean Inc.; Honeywell International, Inc. in its attempted $45 billion acquisition by General Electric Company; Worldpay, Inc. in its $35 billion acquisition via merger by Fidelity National; and RJR Nabisco, Inc.’s special committee in the RJR auction and ultimate $25 billion leveraged buyout by Kohlberg Kravis Roberts & Co.

Mr. Atkins also represented The Dolan family (as co-counsel) in its attempted $22 billion going-private transaction with Cablevision Systems Corporation; a private equity consortium led by The Blackstone Group in its $17.6 billion acquisition of Freescale, Inc.; Merck KGaA in its $17 billion acquisition of Sigma-Aldrich; Infinity Broadcasting’s special committee in the $15 billion acquisition by Viacom of Infinity’s public minority shareholder interest; Honeywell Inc. in its $14 billion business combination with AlliedSignal Corporation; Time Inc. in its successful $12 billion acquisition of Warner Communi­cations Inc. and de­fense against Paramount Communications, Inc.’s takeover bid; UST Inc. in its acquisition by Altria Group, Inc. for $11.7 billion (including $1.4 billion of assumed of debt); AMP Incorporated in its $11.3 billion business combination with Tyco International Ltd. and in its successful defense against AlliedSignal’s $10 billion unsolicited takeover bid; Vantiv, Inc. in its $10.4 billion acquisition of Worldpay plc; TRW Inc. in its $10 billion acquisition by Northrop Grumman Corporation at a value substantially above the initial unsolicited bid; and Martin Marietta Corporation and its finan­cial advi­sor, Bear Stearns & Co., in the $10 billion business combination between Martin Marietta and Lockheed Corporation; Lockheed Martin Corporation in its $9 billion acqui­sition of Loral Corporation’s defense business; Activision Blizzard in its approximately $8 billion ownership restructuring involving Vivendi and a newly-formed shareholder entity; Great Western Financial in its $7.5 billion business combination with Washington Mutual and in its successful defense against H.F. Ahmanson’s unsolicited $6.5 billion takeover bid; Merck KGaA in its approximately $7.2 billion acquisition of Millipore Corporation and in the sale of its global generic drug business (via an auction process) for $6.7 billion to Mylan Laboratories Inc.; Knight-Ridder Inc. in its $6.5 billion acquisition by The McClatchy Company; Waste Management, Inc. in its attempt to acquire Republic Services, Inc. for approximately $6.2 billion; Western Gas Resources, Inc. in its $5.3 billion acquisition by Anadarko Petroleum Corporation; UAL Corporation in its $5 billion majority employee ownership transaction involving a large-scale ESOP; The Hughes Medical Foundation in its $5 billion sale of Hughes Aircraft Company to General Motors Corpo­ration; XL Group in its $4.2 billion acquisition of Caitlin Group; and Kmart Corporation in its $4 billion financial restructuring.

In addition, Mr. Atkins advised Fort Howard Corporation’s special committee in the company’s $3.6 billion leveraged buyout by Morgan Stanley & Co. Incorporated’s LBO fund; International Business Machines Corporation in its $3.5 billion acquisition of the global consulting business of PricewaterhouseCoopers; Compagnie Generale de Geophysique in its $3.1 billion acquisition of Veritas DGC Inc.; and The Bear Stearns Companies Inc. in its acquisition by JPMorgan Chase & Co. in an all-stock merger valuing Bear Stearns at approximately $1.2 billion. Other companies that Mr. Atkins has represented include Belridge Oil Company; Boise Cascade Corporation; Ceridian Corporation; China National Offshore Oil Corporation; Cinergy Corporation; Duke Energy Corporation; Entergy Corporation; Intermedia Corporation; Noble Energy, Inc.; Pacific Enterprises, Inc.; Santa Fe Pacific Gold Corporation; Softkey International; Textron Corporation; and Xerox Corporation.

Shareholder Activism Response: Mr. Atkins’ shareholder activism experience includes advising companies, boards of directors, independent directors and board committees regarding awareness of the shareholder activism environment as it evolves, advance preparation for the possibility of shareholder activist interest and responding to activist interest when presented. Among the companies involved have been: Akamai Technologies, Inc.; Armstrong World Industries; The Brinks Company; E. I. du Pont de Nemours and Company; EMC Corporation; General Electric Company; Hewlett-Packard Corporation; Itron, Inc.; OfficeMax; and Sprint Corporation.

Corporate Governance: Mr. Atkins’ corporate governance-related experience includes advising boards of directors and board committees regarding the changing corporate governance environment and regarding current and prospective governance requirements and attitudes (including relating to board composition, qualifications and compensation; executive compensation; environmental and social issues; and limitations on shareholder freedom of action).

Mr. Atkins’ corporate governance experience also involves advising in crisis situations and where there is the prospect of particular scrutiny regarding whether directors satisfied their fiduciary duties. Examples include:

• Special committees responding to related party buyout, or controlling shareholder minority takeout, proposals (e.g., Maguire Properties, Inc.; Edison Schools; US Unwired Inc.; Seminis Inc.; RJR Nabisco, Inc.; Infinity Broadcasting Corporation; Azurix Inc.; Jostens Inc.; Fort Howard Corporation; and Telerate, Inc.);
• Target company boards responding to unsolicited takeover bids (e.g., NRG Energy, Inc.; TRW Inc.; AMP Incorporated; Warner-Lambert Company; Time Inc.; Great Western Financial; OfficeMax; PP&L Resources, Inc.; PSI Resources, Inc.; The Mead Corporation; and Carter Hawley Hale Stores, Inc.);
• Boards of financially distressed companies (e.g., The Bear Stearns Companies Inc.; Delphi Corporation; Refco Inc.; Interstate Bakeries; RCN Corporation; Kmart Corporation; US Airways Group, Inc.; Sierra Pacific Resources, Inc.; UDC Homes, Inc.; and Aurora Foods, Inc.); and
• Boards of companies responding to claims of accounting improprieties/corporate misconduct (e.g., Affiliated Computer Services, Inc.; Enron Corporation; Kmart Corporation; HealthSouth Corporation; and McKesson Corporation).

Leading Lawyer Recognition: Mr. Atkins has been repeatedly recognized as a “leading lawyer” in the M&A and corporate governance fields by, among others, Chambers Global (Band 1), Chambers USA (Band 1), The International Who’s Who of Corporate Governance Lawyers, The Legal 500 U.S., IFLR1000, Who’s Who Legal and The Best Lawyers in America.