Mr. Hamill is a Recognized Practitioner for Corporate/M&A: The Elite.Chambers USA 2019

Justin G. Hamill

New York
  • 885 Third Avenue
  • New York, NY 10022-4834
  • USA

Justin Hamill represents clients in a range of complex corporate matters, with a focus on high-value M&A and private equity deals.

Mr. Hamill provides sophisticated transactional counsel to diverse clients, including public and private companies, investment funds, and financial institutions. He regularly advises on multibillion-dollar mergers, acquisitions, and divestitures, drawing on his substantial experience across a broad array of industries, such as media, sports, and entertainment, as well as technology, financial services, consumer products, healthcare, and real estate. His practice also encompasses a range of corporate governance and emerging companies matters.

Mr. Hamill regularly advises clients on:

  • Joint ventures
  • Leveraged buy-outs
  • Negotiated and contested M&A transactions
  • Public and private investments
  • Restructuring transactions
  • Corporate governance matters (including Securities and Exchange Commission and exchange requirements, as well as fiduciary law matters)
  • Emerging companies matters (including capital raising transactions)

Mr. Hamill is the former secretary of the New York City Bar Association Committee on Mergers, Acquisitions and Corporate Control Contests. He is also a published author and frequent speaker on corporate matters.

Mr. Hamill has received numerous honors for his legal work. Notably, he was named to 40 Under 40 lists by both Crain’s New York Business and The M&A Advisor, and he was selected as a Rising Star by the New York Law Journal and a Power Lawyer by The Hollywood Reporter. He has earned particular commendation for his media and entertainment-related work, having been recognized by The American Lawyer and The Hollywood Reporter as “one of Hollywood’s top dealmakers.” Variety has also selected Mr. Hamill as one of New York’s Elite Dealmakers and Hollywood’s New Leaders, including in the publication’s “Dealmakers Impact Report” highlighting the top lawyers in the entertainment industry.

Mr. Hamill has represented clients in a range of corporate matters, including:

Public Company Transactions

  • Michael Kors (NYSE: CPRI) in its US$1.2 billion acquisition of Jimmy Choo*
  • Taylor Morrison Home (NYSE: TMHC) in its approximately US$1 billion acquisition of AV Homes (NYSE: AVH)*
  • William Morris Endeavor (now Endeavor) in its acquisition of NeuLion (TSX: NLN)*
  • Kate Spade & Company (NYSE: KATE) in its US$2.4 billion sale to Coach (NYSE: COH)*
  • RSC Holdings (NYSE: RRR) in its sale to United Rentals (NYSE: URI) for approximately US$4.2 billion*
  • Warner Music Group (NYSE: WMG) in its sale to Access Industries for approximately US$3.3 billion (named M&A Deal of the Year by The Deal Magazine)*
  • Emdeon (NYSE: EM) in its sale to Blackstone for approximately US$3 billion*
  • Interstate Hotels & Resorts (NYSE: IHR) in its sale to Thayer Capital and Shanghai Jin Jiang (named M&A Deal of the Year by Asian-mena Counsel magazine)*
  • Agrium (NYSE: AGU) in its US$4.9 billion unsolicited cash / stock tender offer for CF Industries (NYSE: CF)*
  • Teck Resources (NYSE: TCK) in its US$17 billion unsolicited cash / stock tender offer for Inco (NYSE: N)*
  • SpectraSite (NYSE: SSI) in its US$11.3 billion merger with American Tower (NYSE: AMT)*
Special Committees
  • Special committee of Barnes & Noble (NYSE: BKS) in connection with an offer (later withdrawn) by founder Leonard Riggio to acquire its bookstore business and certain retail assets*
  • Special committee of a large public transportation company in connection with certain potential corporate governance changes and related party transactions*
  • Special committee of a large public media company in connection with a potential spin-off transaction*
Financial Advisor Representation
  • Evercore, as financial advisor to the Special Committee of the Board of Directors of MetroPCS (NYSE: PCS), in connection with its merger with T-Mobile USA to create the fourth-largest US cell phone company*
  • Centerview Partners, as financial advisor to MICROS Systems (NYSE: MCRS), in connection with its US$5.3 billion sale to Oracle (NYSE: ORCL)*
  • Morgan Stanley, as financial advisor to Cubist Pharmaceuticals (NASDAQ: CBST), in connection with its US$9.5 billion sale to Merck (NYSE: MRK)*
  • Lazard, as advisor to the special committee of CNX Gas (NYSE: CNG), in connection with the US$1 billion unsolicited cash tender offer by CONSOL Energy (NYSE: CNX)*
Private Company Transactions

  • Endeavor in its acquisition of IMG Worldwide*
  • Citigroup in its sale of CitiCapital to GE for approximately US$13.4 billion*
  • Sony in its acquisition of Bertelsmann’s interest in Sony-BMG Music for approximately US$1.2 billion*
  • Fifth & Pacific Companies (now Kate Spade & Company) in its dispositions of Juicy Couture and Lucky Brand Jeans*
Joint Ventures

  • VICE Media in its joint venture with A&E Networks to launch a new 24-hour cable channel*
  • Liz Claiborne in its joint venture with The Gores Group for the Mexx business*
  • Endeavor in its strategic partnership with, and sale of a minority interest to, Silver Lake*
  • Sony in the formation of its joint venture with Bertelsmann for Sony-BMG Music*
Private Equity Transactions
  • Silver Lake Partners in the sale of Cast & Crew to EQT*
  • Endeavor, Silver Lake Partners, and KKR & Co. in their acquisition of UFC*
  • TPG Capital, Oaktree Capital Management, and JH Investments in their acquisition of Taylor Morrison / Monarch Homes for approximately US$1.2 billion*
  • Kohlberg & Co. in its affiliate’s acquisition of Cascade Helmet Holdings, a leading manufacturer of lacrosse equipment*
  • The Lightstone Group in its leveraged partnership disposition of Prime Outlets to Simon Property Group for approximately US$2.3 billion*
  • Harbinger Capital Partners in its unsolicited acquisitions of Applica and Salton*
Real Estate Transactions

  • HCP (NYSE: HCP) in its US$1.73 billion acquisition of 133 senior housing communities from a joint venture between Emeritus Corporation and Blackstone Real Estate Partners VI*
  • Farallon Capital Management in its US$1.5 billion sale of its stake in 26 shopping center properties to Simon Property Group*
  • Monday Properties in its acquisition of an office building portfolio, valued at US$1.2 billion, from Beacon Properties*
Capital Markets Transactions
  • Virgin Group in connection with the initial public offering of Virgin America*
  • Taylor Morrison Home Corporation in its initial public offering*
  • Hudson’s Bay Company in its initial public offering in Canada*
  • SpectraSite in its secondary public offerings and initial listing on the NYSE*
Workouts and Restructurings
  • GM Bondholders Committee in the chapter 11 § 363 sale of GM for US$105 billion, and the preceding US$27 billion bond exchange offer*
  • Penson Worldwide, a securities and clearing firm, in its proposed debt restructuring*
  • GMAC Bondholders Committee in the US$28.5 billion bond exchange offer by GMAC*

*Matter handled prior to joining Latham

Speaking Engagements

Mr. Hamill’s speaking engagements include:

  • “Defending Against an Activist Campaign,” The 4th Annual Active-Passive Investor Summit
  • “Distressed Opportunities in Private Equity,” Yale Private Equity Conference
  • “Current Environment for Private Equity Investing,” Practicing Law Institute
  • “Delaware Law Developments 2012: What All Business Lawyers Need to Know,” Practicing Law Institute
Thought Leadership

Mr. Hamill’s recent publications include:

  • “Revlon: The Next Iteration,” The Daily Deal
  • “Differential Treatment of Stockholders in Third Party Transactions: Effects and Implications Under Delaware Law,” The M&A Lawyer
  • “M&A Due Diligence and the Perils of Social Media,” The Daily Deal
  • “Quasi-Appraisal: The Unexplored Frontier of Stockholder Litigation?” The M&A Journal
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