Bradley C. Faris

  • Partner
  • Ebradley.faris@lw.com
  • 330 North Wabash Avenue, Suite 2800
  • Chicago, IL 60611
  • USA
  • T +1.312.876.6514
  •  
  • 1271 Avenue of the Americas
  • New York, NY 10020
  • USA
  • T +1.212.906.1857
  •  
 

Profile

Bradley Faris, former Global Co-Chair of Latham & Watkins’ Mergers & Acquisitions Practice, regularly represents corporate and private equity clients from across industries and jurisdictions in their highest-stakes public and private M&A transactions.

Mr. Faris has built a preeminent corporate practice that spans the full spectrum of M&A matters, with a focus on complex transactions for leading global companies and private equity sponsors. His extensive deal work includes:

  • Transformational “merger of equal” and other business combinations
  • Special committees and conflict of interest transactions
  • Going-private transactions
  • Divisional carve-out transactions and cross-border M&A
  • Shareholder activism and takeover defense counseling

Mr. Faris regularly speaks and writes on new developments in the field, including in public company M&A and takeover defense.

He is recognized in Chambers USA as a leading corporate/M&A lawyer and has been named to Lawdragon’s 500 Leading Dealmakers in America list. 

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 has advised companies from around the world in multibillion-dollar M&A transactions that have set industry precedents. His experience includes advising:

Transformational Business Combinations
  • Aon in its US$80 billion combination with Willis Towers Watson, a London-based provider of insurance brokerage, reinsurance, and risk management consulting services (Pending)
  • LogMeIn in its US$1.8 billion acquisition of the GoTo business of Citrix Systems, via a Reverse Morris Trust transaction (2017)
  • 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 (2016)
Special Committees and Conflict of Interest Transactions
  • The Special Committee of the Board of SeaWorld in its repurchase of approximately 5.6 million shares from an affiliate of PAG. As part of the deal, Hill Path Capital acquired approximately 13.2 million shares, from an affiliate of PAG, increasing its equity stake to approximately 34.5%. Latham also advised negotiation of a stockholder agreement in light of the increased ownership of Hill Path Capital. (2019)
  • The Special Committee of the Board 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)
  • The Special Committee of the Board of CNL Lifestyle in EPR Properties’ US$830 million acquisition of the CNL Lifestyle Properties Portfolio (2017)
  • The Special Committee of the Board 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)
Going Private Transactions
  • LogMeIn in its US$4.3 billion acquisition by Francisco Partners, a leading technology-focused global private equity firm and Evergreen Coast Capital Corporation (Pending)
  • Wesco Holdings in its US$1.9 billion acquisition by Platinum Equity (2020)
  • Care.com in its US$500 million acquisition by IAC/InterActiveCorp, the world’s largest online marketplace for managing family care (2019)
  • Onvoy, a portfolio company of GTCR, in its US$786 million acquisition of Inteliquent, an interconnection partner for communication service providers (2017)
Private M&A Transactions
  • Novelis in its US$2.6 billion acquisition of Aleris, a supplier of rolled aluminum products (2020)
  • GTCR in its acquisition of AssuredPartners, an insurance brokerage firm (2019)
  • Parsons in its acquisition of OGSystems, a provider of geospatial and security solutions for the Department of Defense (2019)
  • GTCR in its acquisition of Cole-Parmer Instrument Company, a manufacturer and distributor of specialty laboratory equipment, instruments, and supplies (2019)
  • VistaJet Group Holdings in its US$405 million acquisition of the Business Aviation Fleet and Commercial Operations of XOJET (2018)
Divisional Carve-Out Transactions and Cross-Border M&A
  • Stericycle in its US$462.5 million sale of its Domestic Environmental Solutions Business, a hazardous waste transportation provider, to Harsco (2020)
  • MModal, a provider of clinical documentation and transcription solutions, in the US$1 billion sale of its technology business to 3M (2018)
  • Emerson Electric Company in the US$1.2 billion sale of its Leroy-Somer motor business to Nidec (2017)
  • 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)
  • Delphi Automotive in the US$727 million sale of its global thermal systems business to MAHLE (2015)
Activism and Takeover Defense Experience
  • Sinovac Biotech in the triggering of a shareholder rights plan against 1Globe Capital (Pending)
  • Stericycle in its engagement with activist investor, Saddle Point Group, seeking board representation (2020)
  • The Special Committee of the Board of Dell Technologies in engagement by multiple stockholders, including Carl C. Icahn, who opposed the proposed purchase of Dell’s Class V shares for cash and Class C shares (2018)

Thought Leadership

  • Proactively Adopting a Poison Pill in Response to the COVID-19 Crisis -  March 30, 2020
  • Guide to Acquiring a US Public Company -  January 13, 2020
  • 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

According to sources:
“He is an even-keeled rational thinker who can latch onto what's important in the process quickly, and focuses on those problems to get deals done."
“He's commercial and gives thoughtful advice. He distills issues quickly and gets to the heart of the matter.”

 

Chambers USA 2021
Bar Qualification
  • Illinois
  • New York
Education
  • JD, Harvard Law School, 2000
  • BA, Miami University, 1996
Industries
  • Healthcare & Life Sciences
  • Hospitality, Gaming & Leisure
Practices
  • Mergers & Acquisitions
  • Capital Markets
  • Activism Defense
  • Public Company Representation
  • Private Equity
  • Corporate Governance
  • Takeover Planning & Defense