M. Adel Aslani-Far

  • Partner
  • Eadel.aslanifar@lw.com
  • 885 Third Avenue
  • New York, NY 10022-4834
  • USA
  • T +1.212.906.1770
  •  
 

Profile

Adel Aslani-Far is a partner in the New York office and former Global Co-Chair of the firm’s Mergers & Acquisitions Practice.

Mr. Aslani-Far’s practice focuses on mergers and acquisitions, corporate governance and shareholder activism, and takeover defense. He represents large multinational corporations in negotiated and hostile public M&A transactions and a broad range of private acquisitions and joint ventures around the world. He regularly counsels boards and senior management on shareholder activism and takeover defense planning and implementation and has substantial experience advising special committees of boards of directors in conflict of interest transactions.

Mr. Aslani-Far is a frequent speaker on issues and trends in the M&A market including at the annual Tulane Corporate Law Institute. He currently serves on the Committee on Mergers, Acquisitions and Corporate Control Contests of the Association of the Bar of the City of New York.

Experience

Mergers & Acquisitions

Mr. Aslani-Far's representative M&A transactions include advising:

  • Energy Capital Partners in its acquisition of Calpine Corporation
  • The Special Committee of the Board of Directors of Athene Holding Ltd. in connection with Athene’s reinsurance of US$19 billion of fixed and fixed index annuities of Voya Financial
  • Ares Capital in connection with its reverse merger of American Capital, a private equity firm focused on employee and management buyouts
  • Scripps Networks Interactive in the acquisition of TVN SA, Poland’s premiere media company
  • Sorin S.p.A. in its cross-border merger with Cyberonics
  • Siemens AG in the acquisitions of:
    • Dresser-Rand Group
    • Mentor Graphics Corp.
  • Safeway Inc. in its acquisition by a consortium led by Cerberus Capital Management and Albertsons
  • The Walt Disney Company in numerous transactions including:
    • Acquisition of Maker Studios
    • Acquisition of Playdom Inc.
    • Acquisition of Fox Family Worldwidereverse Morris Trust tax-free divestiture of its ABC Radio business
    • Creation of, and ultimate exit from, the E! Channel Entertainment joint venture with Comcast Corporation
  • Books-a-Million in the take-private transaction by the Anderson family
  • Royal DSM N.V. in numerous transactions, including:
    • A joint venture with JLL Partners to form DPx Holdings B.V., a global leader in pharmaceutical contract development/manufacturing
    • Multiple equity investments in Amyris
  • Eli Lilly and Company in numerous transactions, including:
    • Acquisition of ImClone Systems
    • Acquisition of ICOS Corp.
    • Acquisition of Johnson & Johnson’s animal health business
    • Acquisition of Alnara Pharmaceuticals
    • Acquisition of a portfolio of animal health products from Pfizer and Wyeth
    • Acquisition of Monsanto Company’s animal health business
    • Equity investment in United Therapeutics Corp.
  • Qatar Investment Authority in its strategic alliance with NYSE Euronext for an integrated cash and derivatives exchange in Qatar
  • Booz Allen Hamilton in the sale of a majority interest in its US Government Business to Carlyle Group
  • Asian Food Channel, an Asia-based provider of food and lifestyle television programming, in its sale to Scripps Networks Interactive
  • GTCR in its acquisition of Protection One, Inc.
  • Thoratec Corporation in the proposed sale of its International Technidyne subsidiary to Danaher Corporation
  • Ratos AB of Sweden in the sale of two US operating subsidiaries to 3D Systems Corporation
  • GSO Capital Partners in its acquisition of Energy Alloys
  • Rakuten Inc. in numerous transactions, including:
    • Acquisition of Deep Forest Media
    • Acquisition of Viki Inc.
    • Equity investment in Daily Grommet
  • Sony Corporation in numerous transactions, including:
    • Acquisition of InterTrust Technologies Corporation
    • Consortium acquisition (with Providence Equity, Comcast Corporation, and others) of Metro-Goldwyn-Mayer
  • Novartis AG in numerous transactions, including:
    • Acquisition of 51% of Idenix Pharmaceuticals
    • Acquisition of worldwide rights to Famvir® from GlaxoSmithKline plc
  • Zimmer Holdings in the unsolicited cross-border acquisitions of Centerpulse AG and Incentive Capital AG
  • Major investment banking firms acting as financial advisors in numerous transactions
Shareholder Activism

Mr. Aslani-Far has counseled numerous public company clients on activism preparedness and responses to publicly disclosed campaigns and private approaches by many of the most prominent activist funds, including Bulldog Investors, Elliott Management, Engaged Capital, GAMCO Investors, Icahn Associates, JANA Partners, Northern Right Capital, Raging Capital, Starboard Value, Steel Partners, and Voce Capital. He has substantial experience in defending against proxy contests and in negotiating settlements with activists.

Thought Leadership

  • Activist Hot List: Fall 2015 -  October 02, 2015
  • Anticipating Activism: Implications for Your 2016 Annual Meeting of Stockholders -  October 02, 2015
  • Martin Marietta’s Bid for Vulcan Stayed -  May 10, 2012
  • M&A Commentary - Adoption of Poison Pill to Deter Activist Investor Opposition to Negotiated Mergers -  February 8, 2011
  • Corporate Governance Commentary: Proxy Access Bulletin No. 4, Proxy Access Rules will not be in Effect for Upcoming Proxy Season -  October 5, 2009
  • Merger Arbitrage, Beneficial Ownership Reporting and Proxy Contests: Reflections on the Commission's Perry Order -  October 1, 2009
  • Corporate Governance Commentary: Proxy Access Analysis No. 2, Delaware Law Changes to Facilitate Voluntary Adoption of Proxy Access and Reimbursement Policy for Proxy Contests -  June 22, 2009
  • Corporate Governance Commentary: Proxy Access Bulletin No. 3, Proxy Access Proposed Rules Published by SEC -  June 15, 2009
  • Corporate Governance Commentary: Proxy Access Analysis No. 1, The Battle for Shareholder Access The Current State of Play -  May 19, 2009

Member of The Legal 500 US Hall of Fame as one of only 14 M&A lawyers so recognized for “constant praise by their clients for continued excellence.”

The Legal 500 US 2018

Clients say, “He is an excellent negotiator and extremely creative in structuring deals.”

Chambers USA 2018

Bar Qualification
  • New York
Education
  • JD, Georgetown University Law Center, 1993
  • AB, Columbia University, 1990
Industries
  • Life Sciences
  • Entertainment, Sports & Media
  • Aerospace, Defense & Government Services
  • Retail & Consumer Products
  • Industrials & Manufacturing
Languages
  • English
Practices
  • Mergers & Acquisitions
  • Public Company Representation
  • Private Equity
  • Corporate Governance
  • Activism
  • Takeover Planning & Defense