"Charles is a pre-eminent M&A lawyer in the life sciences space."
Chambers USA 2023
“Charles has seen it all. He delivers practical and actionable advice.”
Chambers USA 2022
“A renowned practitioner whose excellent reputation stems from experience in transformative transactions.”
Chambers USA 2021
“Amazing at keeping nervous boards under control.”
Chambers USA 2021
“A very seasoned M&A lawyer.”
Chambers USA 2021
Leading Lawyer – M&A/Corporate and Commercial: M&A: Large Deals ($1B+)
The Legal 500 US 2023
Charles Ruck primarily advises on mergers and acquisitions, capital markets, and general corporate and securities matters. He serves as primary outside counsel to a number of public and privately held companies and he regularly represents boards of directors and special committees in complex strategic corporate governance matters. Mr. Ruck is the Global Department Chair of Latham & Watkins’ Corporate Department, a former member of Latham’s Executive Committee, and former Chair of the firm’s Strategic Client Initiative.
Mr. Ruck has experience advising on a variety of transactions, including:
Corporate governance and special committee matters
Activism and stockholder matters
Hostile takeovers and going private transactions
Mr. Ruck has received the following recognition:
Named among the Top M&A Lawyers in North America by MergerLinks 2020
Named M&A Attorney of the Year by Euromoney's Legal Media Group 2019
M&A/Corporate and Commercial – Shareholder Activism: Advice to Boards by The Legal 500 US 2020-2022
Cited as a Recommended Lawyer in Corporate M&A and Commercial Corporate by The Legal 500 US 2017-2018, 2020-2022
Cited as a Recommended Lawyer in the Healthcare: Life Sciences category by The Legal 500 US 2017-2018, 2020-2022
The Best Lawyers in America in Mergers and Acquisitions Law for 2012-2018
Leading Mergers & Acquisitions lawyer in the US by Chambers Global 2018-2023 and in Southern California by Chambers USA 2020-2022
Law360 MVP in Mergers & Acquisitions in 2015 and 2012
The National Law Journal 2015 as an M&A Trailblazer
Dealmaker of the Year by The American Lawyer 2013 and highlighted as Dealmaker of the Week 2014
Euromoney’s Legal Media Group 2012, 2013, 2015, and2016 asLife Sciences Star
The Daily Journal as one of the Top 100 Attorneys in California in 2008 and 2012
The New York Times as one of an exclusive group of legal and financial professionals leading the next generation of corporate deal makers
California Lawyer as Transactional Attorney of the Year
Nightingale's Healthcare News as one of the 12 Outstanding Healthcare Transaction Lawyers
Mr. Ruck formerly served as a clerk to Judge David M. Ebel, on the US Court of Appeals for the Tenth Circuit, and as negotiator for the US Trade Representative at the World Trade Organization in Geneva, Switzerland.
Mr. Ruck has led numerous transactions and been involved with numerous governance matters that involved special committees, including representing:
The Committee of Independent Directors of T-Mobile US in its US$146 billion merger between T-Mobile US and Sprint
Independent Directors of the Board of First Data Corporation in its US$22 billion acquisition by Fiserv
Caesars Entertainment Corporation in an unsolicited leveraged buyout offer by Apollo Management and Texas Pacific Group of Harrah’s Entertainment, Inc., one of the largest LBOs in US corporate history
Special Committee of the Board of Tesla Inc. in its evaluation of any going-private proposals
Quest Software in its US$2.4 billion acquisition by Dell
Committee of Independent Directors of T-Mobile in the US$146 billion merger between T-Mobile US and Sprint
Special Committee of independent directors of Griffin-American Healthcare REIT II in its US$4 billion acquisition by NorthStar Realty Finance Corp.
Special Committee of the Board of Directors of Standard Pacific Corporation in its US$187 million acquisition by MP CA Homes, LLC
Special Committee of Micro Therapeutics, Inc. regarding various matters involving its controlling stockholder, Warburg Pincus & Co., including two private placement financings led by Warburg Pincus.
Special Committee of Candlewood Hotel Company, Inc. in the US$105 million sale of substantially all the Company’s assets to Hospitality Properties Trust and a subsidiary of InterContinental Group
The Conflict Committee of Athene Holding in connection with the US$11 billion merger between Athene Holding, a Bermuda-based life insurance company engaged in issuing and reinsuring fixed and equity-indexed annuities, and Apollo Global Management.
Mr. Ruck has defended numerous activist shareholder campaigns seeking board representation. He has advised on activist campaigns orchestrated by some of the most notorious activists including Carl Ichan at Trian, Dan Loeb at Third Point, Jeff Ubbenat Value Act and Ralph Whitworth at Relational Investors. He has also been involved in numerous hostile takeover battles, including representing Allergan in the recent ground breaking takeover attempt orchestrated with activist shareholder Bill Ackman and Pershing Square. He has also coordinated strategy for over 100 shareholder proxy proposals involving topics as diverse as proxy access to the ability for shareholders to act by written consent.
Mergers & Acquisitions
Mr. Ruck’s representative M&A transactions include advising:
(fka: Allergan/ AbbVie/ Actavis/ Watson) in several transactions, including its:
US$40.5 billion sale of its Global Generic Pharmaceuticals Business to Teva
US$28 billion acquisition of Forest Laboratories
US$8.5 billion acquisition of Warner Chilcott
US$5.65 billion acquisition of Actavis Group Hf
ST Telemedia in CenturyLink’s US$34 billion acquisition of Level 3 Communications, Inc.
Raptor Pharmaceuticals in its US$800 million acquisition by Horizon Pharma plc
WCI Communities in its US$643 million merger with Lennar Corporation
Receptos in its US$7.2 billion acquisition by Celgene
Thoratec in its US$3.4 billion acquisition by St. Jude Medical
Amphenol Corp. in its US$1.275 billion acquisition of FCI Asia Pte Ltd.
Avanir Pharmaceuticals in its US$3.5 billion acquisition by Otsuka Pharmaceutical
Starbucks Corporation in its US$913 million acquisition of Starbucks Coffee Japan, Ltd.
Spirit Realty Capital, Inc. in its US$7.4 billion merger with Cole Credit Property Trust II
ArthroCare Corporation in its US$1.7 billion acquisition by Smith & Nephew
US$1.3 billion sale of Cadence Pharmaceuticals by a subsidiary of Mallinckrodt plc
Medicis Pharmaceutical in the US$2.6 billion acquisition by Valeant Pharmaceuticals
Harrah’s Entertainment in its US$28 billion sale to affiliates of Texas Pacific Group and Apollo Management, its US$10.3 billion acquisition of Caesars Entertainment and other transactions
Complete Production Services in its US$6.2 billion merger with Superior Energy Services
American Medical Systems Holdings in its US$2.9 billion sale to Endo Pharmaceuticals Holdings
ICOS Corporation in its US$2.3 billion sale to Eli Lilly
Hydril Company and its controlling shareholders in its US$2.2 billion sale to Tenaris S.A.
Adecco in its US$1.3 billion acquisition of the MPS Group
Cotiviti Holdings in its US$4.9 billion sale to Verscend Technologies
Swedish Orphan Biovitrum AB in its US$1.5 billion acquisition of the perpetual rights to Synagis® (palivizumab) in the US from AstraZeneca
Mr. Ruck’s capital markets practice includes advising numerous public and private offerings of both debt and equity securities, representing issuers and underwriters, including Allergan, Amgen, Broadcom, and Caesars Entertainment. Additionally, he regularly represents the nation’s top investment banks in their capacities as financial advisors, underwriters, and placement agents.
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