Bradley C. Faris

  • Partner
  • Ebradley.faris@lw.com
  • 330 North Wabash Avenue, Suite 2800
  • Chicago, IL 60611
  • USA
  • T +1.312.876.6514
  •  
  • 885 Third Avenue
  • New York, NY 10022-4834
  • USA
  • T +1.212.906.1857
  •  
 

Profile

Bradley Faris is a partner in the Chicago office and former Global Co-Chair of the firm's Mergers & Acquisitions Practice. Mr. Faris has a broad mergers and acquisitions practice, including:

  • Public and private mergers and acquisitions
  • Cross-border transactions and divisional carve-outs
  • Complex commercial joint ventures
  • Going-private transactions
  • Shareholder activism and takeover defense counseling
  • Advising independent directors in conflict of interest transactions

Mr. Faris regularly speaks and writes on mergers and acquisitions-related topics, including new developments in public company mergers and acquisitions and takeover defense.

Mr. Faris previously served as Chair of the 2018 Ray Garrett Jr. Corporate & Securities Law Institute at the Northwestern University Pritzker School of Law. He is a member of the Chicago Bar Association and the Illinois Bar Association.

Experience

Mr. Faris' experience includes representation of:

  • The Special Committee of the Board of Directors of Dell Technologies in the US$21 billion exchange by Dell Technologies of Class V Common Stock into Class C Common Stock with a cash election option (2018)
  • VistaJet Group Holdings in its US$405 million acquisition of the Business Aviation Fleet and Commercial Operations of XOJET, an aviation company that owns and operates a chartered fleet of 43 midsize aircraft (2018)
  • GNC Holdings, a retailer of health, wellness, and performance products, in a US$299 million strategic investment by Harbin Pharmaceutical Group (2018)
  • MModal, a provider of clinical documentation and transcription solutions, in the US$1 billion sale of its technology business to 3M (2018)
  • The Special Committee of the Board of Directors of SeaWorld in China-based real estate investment firm, Zhonghong Group’s, US$448 million acquisition of a 21% equity interest from The Blackstone Group (2017)
  • WernerCo, a Switzerland-based international manufacturer and distributor of access products, fall protection equipment, secure storage equipment, and light duty construction equipment with sales and distribution facilities around the world, in its sale to Triton Partners (2017)
  • Onvoy, a portfolio company of GTCR, in its US$786 million acquisition of Inteliquent, an interconnection partner for communication service providers (2017)
  • LogMeIn in its US$1.8 billion acquisition of the GoTo business of Citrix Systems, a provider of collaborative communication solutions for small businesses, via a Reverse Morris Trust transaction (2017)
  • Emerson Electric Company in the US$1.2 billion sale of its Leroy-Somer motor business to Nidec Corp. (2017)
  • Aon in its acquisition of Stroz Friedberg, a provider of digital forensics services and cyber-security consultancy worldwide (2016)
  • FMC Technologies in its US$13 billion merger of equals with Technip, a France-based designer and developer of offshore oil and gas processing facilities, via the EU cross-border merger regime (2016)
  • Sirona Dental Systems in its US$8 billion merger of equals with DENTSPLY International to create a leading manufacturer of professional dental products and technologies (2016)
  • Illinois Tool Works in its US$450 million acquisition of the Engineered Fasteners and Components business (EF&C) of ZF TRW, an automotive OEM and components supplier (2016)
  • The Special Committee of the Board of Directors of Textura Corporation in Oracle’s US$663 million acquisition of Textura, a provider of collaborating software solutions for the construction industry (2016)
  • Columbus McKinnon Corporation in its US$191.6 million acquisition of Magnetek, a manufacturer of digital power and motion control systems (2015)
  • Globe Specialty Metals in its US$3.1 billion merger with Grupo FerroAtlantica to create a leading international silicon and specialty metals producer (2015)
  • Delphi Automotive in the US$727 million sale of its global thermal systems business to MAHLE (2015)
  • Nord Anglia Education in its US$534 million acquisition of six schools in North America, Europe, and China from Meritas (2015)
  • Koch Industries in its US$445 million acquisition of Oplink Communications, a leading provider of optical communication components, intelligent modules, and subsystems (2014)
  • GTCR, in its US$446 million acquisition of Vocus, a provider of cloud-based marketing and public relations software (2014)
  • Illinois Tool Works in the US$3.2 billion sale of its industrial packaging segment to The Carlyle Group (2014)
  • Koch Industries in its US$7.2 billion acquisition of Molex Incorporated, a designer and manufacturer of electronic components (2013)
  • The Pritzker Organization in connection with its US$1 billion acquisition of TMS International, a provider of outsourced industrial services to steel mills (2013)
  • Georgia-Pacific in its US$1.5 billion acquisition of Buckeye Technologies (2013)
  • Koch Industries in its preferred equity financing of the Weiss family’s US$878 million acquisition of American Greetings Corporation, a manufacturer and distributor of greeting cards (2013)
  • GTCR in its equity financing for Zayo Group's US$2.2 billion acquisition of AboveNet (2012)
  • TransUnion in its US$3 billion leveraged buyout by affiliates of Advent International and GS Capital Partners (2012)
  • Transcend Services in its US$300 million sale to Nuance Communications (2012)
  • GTCR in its US$267 million acquisition by tender offer of Global Traffic Network, a leading provider of custom traffic and news reports to radio and television stations outside the United States (2011)
  • GTCR in its US$828 million acquisition by tender offer of Protection One, a leading national provider of electronic security services (2010)
  • The Special Committee of the board of directors of the Chicago Board of Trade in connection with its US$12 billion merger with the Chicago Mercantile Exchange (including the intervening unsolicited offer from the International Commodities Exchange) (2007)
  • Koch Industries in its US$22 billion acquisition of Georgia-Pacific (2005)

Thought Leadership

  • DOJ Suit Against ValueAct Shines Spotlight on HSR Requirements for Shareholder Activists -  April 14, 2016
  • Activist Hot List: Fall 2015 -  October 02, 2015
  • Anticipating Activism: Implications for Your 2016 Annual Meeting of Stockholders -  October 02, 2015
  • Dealing with Activist Hedge Funds and 'Hushmail' -  September 24, 2014
  • The Resilient Rights Plan: Recent Poison Pill Developments and Trends -  July 03, 2014
  • Hushmail: Are Activist Hedge Funds Breaking Bad? -  June 23, 2014
  • Third Point LLC v. Ruprecht — Activism Confronts the Rights Plan -  May 14, 2014
  • Entire Fairness in Controlling Stockholder Transaction: In re Orchard Enterprises, Inc. Stockholder Litigation -  March 11, 2014
  • A Look at Tender Offers Under Section 251(h) of Delaware Law -  December 11, 2013
  • M&A Commentary - Amendments to Delaware Merger Statutes: An Arrow in Your Quiver, Not a Silver Bullet -  June 13, 2013
  • Obtaining Business Judgment Deference in a Controlling Stockholder Take-Private -  May 31, 2013
  • Recent Court of Chancery Decision Enjoins "Don't Ask, Don't Waive" Standstill -  December 01, 2012
  • Martin Marietta’s Bid for Vulcan Stayed -  May 10, 2012
  • Corporate Governance Commentary: Proxy Access and Advance Notice Bylaws in the Wake of Invalidation of the SEC’s Proxy Access Rule: An Approach to Private Ordering -  November 30, 2011
  • Corporate Governance Commentary: Future of Institutional Share Voting Revisited: A Fourth Paradigm -  September 7, 2011
  • Corporate Governance Commentary: A 12-Step Program to Truly Good Corporate Governance -  May 9, 2011
  • The Resilient Rights Plan: Recent Poison Pill Developments and Trends -  April 2011
  • Corporate Governance Commentary - Proxy Advisory Business: Apotheosis or Apogee? -  March 3, 2011
  • M&A Commentary - Adoption of Poison Pill to Deter Activist Investor Opposition to Negotiated Mergers -  February 8, 2011
  • Corporate Governance Commentary: Private Ordering in the Brave New World of Proxy Access -  November 3, 2010
  • Corporate Governance Alert - 2011 Proxy Season: SEC Announces Dodd-Frank Rulemaking Schedule and Starts the Clock on Proxy Access -  September 22, 2010
  • Practical Implications of CNX Gas on Controlling Shareholder Acquisitions -  July 13, 2010
  • M&A Commentary - Practical Implications of CNX Gas on Controlling Shareholder Acquisitions -  June 30, 2010
  • Implications of Selectica for Next-Generation Poison Pills -  March 30, 2010
  • M&A Commentary - Implications for the Next Generation of Poison Pills: Selectica, Inc. v. Versata Enterprises, Inc. -  March 23, 2010
  • Corporate Governance Commentary: Proxy Access Bulletin No. 4, Proxy Access Rules will not be in Effect for Upcoming Proxy Season -  October 5, 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
  • Recent Poison Pill Developments and Trends -  May 12, 2009
  • The Resurgent Rights Plan: Recent Poison Pill Developments and Trends -  April 1, 2009
  • Lessons from the First Triggering of a Modern Poison Pill:
    Selectica, Inc. v. Versata Enterprises, Inc.
     -  March 2009
  • Delaware Court Provides New Guidance on Go-Shops, Standstills and Management Conflicts -  June 27, 2007

Highly regarded for his corporate work, which includes acquisitions, strategic investments, shareholder activism and takeover defense matters. Clients note that “he's very capable, with a strong expertise in public transactions.”

Chambers USA 2019
Bar Qualification
  • Illinois
  • New York
Education
  • JD, Harvard Law School, 2000
  • BA, Miami University, 1996
Industries
  • Healthcare Services & Providers
  • Hospitality, Gaming & Leisure
Practices
  • Mergers & Acquisitions
  • Capital Markets
  • Activism
  • Public Company Representation
  • Private Equity
  • Corporate Governance
  • Takeover Planning & Defense