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J. D. Weinberg represents buyers, sellers and financial advisors in connection with domestic and cross-border mergers and acquisitions transactions, including acquisitions of public companies, negotiated sales of private companies, subsidiaries and divisions, private equity transactions, leveraged buy-outs and strategic investments. He has advised numerous boards of directors and has been consistently recognized as a leading M&A lawyer by Chambers USA, Legal 500 US and New York Super Lawyers. He is a member of the Committee on Mergers, Acquisitions and Proxy Contests of the New York City Bar Association.
- Oregon Steel Mills (NYSE: OSM) in its acquisition by Evraz Group SA.
- The Goodyear Rubber & Tire Company in the sale of its Engineered Products Division to The Carlyle Group.
- Thomson Reuters in its disposition of its Healthcare division and its acquisitions of Information Holdings Inc. (NYSE: IHI) and Solucient.
- Johnson & Johnson in its acquisitions of SterilMed, RespiVert, Acclarent, SurgRx, Olive Medical, Link Spine Group, Egea Biosciences and TransForm Pharmaceuticals, in its sale of its global Splenda business to Centerbridge Partners and Heartland Food Products Group and of its Asia Pacific oral care business to LG Household & Healthcare and in other divestitures to Energizer Holdings, Valneva and Air Liquide.
- Pfizer in its acquisitions of CovX, Rinat Neuroscience and Bioren.
- UCB in the sale of its specialty generics division to Lannett and, previously, the announced sale to Advent International and Avista Capital Partners.
- Memory Pharmaceuticals Corp. (NASDAQ: MEMY) in its sale to Roche Group.
- NYSE Euronext in its acquisition by IntercontinentalExchange and in its abandoned merger with Deutsche Börse AG (financial advisor).
- CA in its acquisitions of Platinum Technology (NASDAQ: PLAT) and Sterling Software (NYSE: SSW), two of the largest software deals at the time.
- BBVA in its acquisition of Simple Finance Technology.
- MidFirst Bank in its acquisitions of 1st Century Bancshares, Inc. (NASDAQ: FCTY), of Presidential Financial Corporation from Harbert Private Equity and the Belfer family and of Steele Street Bank & Trust.
- Cash America International in connection with its merger of equals with First Cash Financial Services (financial advisor).
- UST in its sale to Altria (financial advisor).
- International Coal Group in its sale to Arch Coal (financial advisor).
- UBS in its acquisition of Enron's gas and power trading business, including its Enron Online trading platform.
- International Steel Group in its sale to Mittal Steel (financial advisor).
- National Amusements in its acquisition of a controlling interest in Midway Games (NYSE: MWY) from Sumner Redstone.
- Orix Corporation in its unsolicited offer to acquire Criimi Mae (NYSE: CMM).
- Freddie Mac in connection with establishment of Federal government conservatorship.
- The special committee of JCrew in its sale to TPG and Leonard Green Partners (financial advisor).
- Ryerson Inc. in its acquisition by Platinum Equity (financial advisor).
- Esmark in its proposed acquisition by Essar, and ultimate acquisition by Severstal (financial advisor).
- Wheeling-Pittsburgh Corporation in its merger with Esmark Inc. (financial advisor) and in its proposed acquisition of the North American assets of Companhia Siderurgica Nacional (financial advisor).
- IAC/InterActiveCorp in its senior notes offering and in its acquisition of Interval International (NASDAQ: IILG).
- Private equity investments in Northeast Bancorp (NASDAQ: NBN), Grandpoint Capital in connection with its acquisition of Santa Ana Bank, and Carlile Bancshares in connection with its acquisition of Treaty Oak Bank.
- Sims Group Limited in its acquisition of Metal Management, Inc. (financial advisor).
- Bowater in its merger with Abitibi (financial advisor).
- Duke Energy in its merger with Cinergy (financial advisor).
- Meda AB in its acquisition of a portfolio of pharmaceutical products from Jazz Pharmaceuticals.
- Pactiv in its sale to Reynolds (financial advisor).
- Ionics in its sale to General Electric (financial advisor).
- OMI Corporation in its sale to Teekay Shipping and Torm (financial advisor).
- Validus Holdings in its unsolicited offer to acquire IPC Holdings following IPC's announcement of a proposed amalgamation with Max Capital Group (financial advisor).
- Sotheby’s in the sale of its real estate brokerage to Realogy, including in the long-term license of the Sotheby’s trademark.
Memberships and Affiliations
- Committee on Mergers, Acquisitions and Proxy Contests, Association of the Bar of the City of New York, appointed Member (2009-2012; 2013-)
- Columbia University, Board of Visitors of the Department of History, Member
- Young New Yorkers, Advisory Board
May 19, 2017
NEW YORK—Covington advised Perella Weinberg Partners as financial advisor to Kate Spade & Company in connection with its sale to Coach, Inc. for approximately $2.4 billion. Kate Spade & Company is a fashion company that designs and markets a range of women's and men's apparel, accessories, and fragrance products under the Kate Spade New York and Jack Spade ...
Business Judgment Rule Applies to Stockholder-Approved Transaction Involving Controlling Stockholder
February 14, 2017, Harvard Law School Forum on Corporate Governance and Financial Regulation
February 1, 2017, Covington Alert
The Delaware Court of Chancery earlier this week ruled that the protection of the business judgment rule afforded to directors involved in a change of control transaction that is approved by a majority of fully informed, disinterested stockholders—as reinforced by the Delaware Supreme Court last fall in Corwin v. KKR Financial Holdings LLC (discussed in our prior alert)—applied to a merger notwithstanding the presence of a target corporation controlling stockholder that was unaffiliated with the buyer. The In re Merge Healthcare Inc. Stockholders Litigation decision by Vice Chancellor Glasscock punctuates a series of recent Chancery decisions dismissing post-closing fiduciary claims under Corwin with useful judicial gloss on the scope of Corwin’s exception to business judgment review for transactions involving controlling stockholders.
July 12, 2016, Covington Alert
In its recent In re Volcano Corporation Stockholder Litigation decision, the Delaware Court of Chancery extended the “cleansing effect” of the majority vote of fully informed, uncoerced, and disinterested stockholders in favor of a merger not subject to the entire fairness standard—as reinforced by the Delaware Supreme Court last fall in Corwin v. KKR Financial Holdings LLC (discussed in our prior alert)—to the acceptance by a majority of such stockholders of a first-step tender offer pursuant to Delaware General Corporation Law Section 251(h) (“DGCL 251(h)”), which governs certain two-step mergers. Unless overturned or modified on appeal, Volcano establishes that, with the requisite stockholder approval, Delaware courts will afford both one- and two-step mergers (the latter, if conducted pursuant to DGCL 251(h)) the “irrebuttable” protection of the business judgment rule.
June 13, 2016, Covington Alert
New York Adopts Delaware Standards of Review for Going-Private Mergers by Controlling Shareholders
May 6, 2016, Covington Alert
New York’s highest court, in an opinion1 issued yesterday, adopted as New York law the test established by the Delaware Supreme Court in Kahn v. M&F Worldwide Corp. (“MFW”)2 for applying the business judgment rule to the review of going-private transactions by controlling shareholders. This important decision clarifies the standards applicable to directors of New York corporations in such transactions and promotes the use of the protective majority-of-the-minority vote mechanism.
April 28, 2016
NEW YORK — Covington advised Jefferies LLC as financial advisor to Cash America International, Inc. in connection with its merger with First Cash Financial Services, Inc. The pro-forma market value of equity of the transaction is valued at approximately $2.4 billion. Following the close of the transaction, First Cash shareholders will own approximately 58% of ...
March 10, 2016
NEW YORK — Covington represented MidFirst Bank in its acquisition of 1st Century Bancshares, Inc. 1st Century is a publicly traded bank-holding company of 1st Century Bank of Los Angeles. Simultaneously with the closing of the acquisition, 1st Century Bank will be merged into MidFirst Bank. Following these transactions, the business of 1st Century Bank will ...
October 7, 2015, Covington Alert
September 3, 2015
NEW YORK, September 3, 2015 — UCB and Lannett Company, Inc. announced they have entered into a definitive agreement providing for the acquisition of UCB’s U.S. specialty generics subsidiary, Kremers Urban Pharmaceuticals Inc., by Lannett. UCB will receive upfront cash proceeds of US $1.23 billion upon closing, which is subject to regulatory approval and other ...
May 20, 2015, Harvard Law School Forum on Corporate Governance and Financial Regulation
February 3, 2015, Covington E-Alert
Covington Advises UCB in $1.525 Billion Sale of Kremers
November 7, 2014
NEW YORK, NY, November 7, 2014 — Covington & Burling represented UCB in connection with its agreement to sell Kremers Urban Pharmaceuticals Inc., a U.S.-based subsidiary, to Advent International and Avista Capital Partners. UCB will receive gross cash proceeds of $1.525 billion upon closing. This transaction has been unanimously approved by the board of ...
June 26, 2014
NEW YORK, June 26, 2014 — Covington & Burling advised MidFirst Bank in connection with its agreement to acquire Steele Street Bank. The acquisition, expected to close in the first quarter of 2015, is subject to shareholder and regulatory approval and other customary conditions. MidFirst, one of the five largest privately owned banks in the United States, is a ...
Covington Advises BBVA in Acquisition of Simple
February 20, 2014
NEW YORK, February 20, 2014 — Covington & Burling represented Banco Bilbao Vizcaya Argentaria, an international financial group based in Spain, in its acquisition of financial technology company Simple. The acquisition is part of BBVA's strategy to lead the technology-driven change that is transforming the financial services industry. According to Francisco ...
Covington’s John Dugan and J. D. Weinberg Present at Bank Director’s Conference on Strategic Mergers
January 31, 2014
WASHINGTON, DC, January 31, 2014 — John Dugan, the former U.S. Comptroller of the Currency and current chair of Covington’s financial institutions group, and J. D. Weinberg, a partner in the firm’s corporate and financial institutions practice groups, were featured speakers at the Bank Director’s 20th annual Acquire or Be Acquired Conference in Phoenix on Jan. ...
Strategic Mergers
January 27, 2014, Bank Director’s 20th annual Acquire or Be Acquired Conference
December 19, 2013, Covington Advisory
Covington Lawyers Recognized by New York Super Lawyers
9/18/2013
NEW YORK, September 18, 2013 — New York Super Lawyers selected 36 Covington & Burling lawyers for its 2013 list of top legal talent. Super Lawyers selects no more than five percent of the total lawyers in the state based on peer review and the publication’s independent research. Twenty-three Covington lawyers were named New York Super Lawyers: • Martin ...
September 2013, The M&A Lawyer
Covington Lawyers Recognized by NY Super Lawyers
September 24, 2012
NEW YORK, September 24, 2012 — New York Super Lawyers selected 27 Covington & Burling lawyers for its 2012 list of top legal talent. Super Lawyers selects only five percent of the total lawyers in the state based upon peer review and the publication’s independent research. Nineteen Covington lawyers were named New York Super Lawyers: Jack Bodner, Mergers & ...
Covington Advises Meda on Acquisition of Jazz Pharmaceuticals’ Women’s Health Products
September 6, 2012
LONDON, 06 September, 2012 — Covington & Burling LLP acted as legal advisers to Meda in an agreement with Jazz Pharmaceuticals to acquire a portfolio of six pharmaceutical products for women for $95 million in cash. The largest and most important product in the portfolio is Elestrin, a patented product with sales of almost 100 MSEK, that doctors prescribe for ...
May-June 2012, Deal Lawyers
4/23/2012
NEW YORK, April 23, 2012 — Covington & Burling represented Thomson Reuters in a definitive agreement to sell its Healthcare business to an affiliate of Veritas Capital for $1.25 billion in cash. The sale, expected to close in the next few months, is subject to regulatory approval and customary closing conditions, including the expiration or termination of ...
February 2, 2012
NEW YORK, February 2, 2012 — Covington & Burling represented Moelis & Company, financial advisor to Amgen, in its cash acquisition of Micromet, Inc. in a deal valued at approximately $1.16 billion. The acquisition, reported on Jan. 26, includes blinatumomab, a Bispecific T cell Engager antibody in Phase 2 clinical development for acute lymphoblastic leukemia. ...
June 10, 2011
WASHINGTON, DC, June 10, 2011 — Covington & Burling LLP received 123 individual mentions and 45 practice mentions in Chambers USA 2011. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...
5/10/2011
NEW YORK, May 10, 2011 — CKx, Inc., an owner of premium entertainment content, today announced that it has entered into a definitive merger agreement to be acquired by an affiliate of Apollo Global Management, a leading global alternative asset manager. Covington & Burling LLP advised Gleacher & Company, Inc., financial advisor to CKx, on the transaction. Under ...
May 2, 2011
NEW YORK, May 2, 2011 — Covington & Burling LLP represented UBS Securities LLC, financial adviser to International Coal Group, Inc., in its $3.4 billion sale to Arch Coal, Inc., creating the second largest U.S. metallurgical coal supplier and a top-five overall global coal producer and marketer. Under the terms of the agreement, Arch will acquire all of the ...
February 15, 2011
NEW YORK, February 15, 2011 — Covington & Burling LLP represented Perella Weinberg Partners, as financial advisor to NYSE Euronext, in its merger with Deutsche Börse AG announced today, forming the premier global exchange group. Under the terms of the agreement, NYSE shareholders will own 40 percent of the newly merged company, and Deutsche Börse shareholders ...
Covington Advises Perella Weinberg on $3B J.Crew Deal
November 23, 2010
NEW YORK, November 23, 2010 — J.Crew Group, Inc. today announced that it has entered into a definitive agreement to be acquired by funds affiliated with TPG Capital and Leonard Green & Partners, L.P. Under the terms of the agreement, holders of the outstanding common shares of J.Crew will receive $43.50 per share in cash, or a total of approximately $3 billion. ...
August 17, 2010
NEW YORK, August 17, 2010 — Pactiv Corporation, a leader in the consumer and foodservice packaging markets, today announced an agreement to be acquired by Reynolds Group Holdings Limited, a global manufacturer and supplier of consumer food and beverage packaging and storage products, in a transaction valued at approximately $6 billion. Covington & Burling LLP ...
June 25, 2010
NEW YORK, June 25, 2010 — Gilead Sciences, Inc. and CGI Pharmaceuticals, Inc. today announced the signing of a definitive agreement pursuant to which Gilead will acquire CGI. Under the terms of the agreement, Gilead will acquire CGI for up to $120 million, the majority as an upfront payment and the remaining based on clinical development progress. Covington & ...
June 23, 2010
WASHINGTON, DC, June 23, 2010 — Covington & Burling LLP received 85 individual mentions and 23 practice mentions in the Legal 500 US 2010 edition. Legal 500 reviews the strengths and strategies of law firms in more than 90 countries in Europe, the Middle East, Asia, North and South America, and the Caribbean. Here are the Covington lawyers and practices ...
June 16, 2010
WASHINGTON, DC, June 16, 2010 — Covington & Burling LLP received 112 individual mentions and 44 practice mentions in Chambers USA 2010. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...
Covington Advises J&J on Acquisition of RespiVert
June 1, 2010
NEW YORK, June 1, 2010 — Centocor Ortho Biotech Inc., a subsidiary of Johnson & Johnson, announced today that it has acquired UK-based RespiVert. Covington & Burling LLP advised Johnson & Johnson on the deal. Johnson & Johnson embraces research and science - bringing innovative ideas, products and services to advance the health and well-being of people. Johnson ...
January 21, 2010, Covington E-Alert
December 17, 2009
NEW YORK, December 17, 2009 — Ethicon, Inc., a Johnson & Johnson company and a worldwide leader in surgical care, and Acclarent, Inc., a privately held medical technology company dedicated to designing, developing and commercializing devices that address conditions affecting the ear, nose and throat, have announced a definitive merger agreement whereby Ethicon ...
December 8, 2009
NEW YORK, December 8, 2009 — The Talbots, Inc., a leading international specialty retailer and direct marketer of women’s apparel, shoes and accessories, today announced agreements that in aggregate will reduce Talbots’ debt by approximately $330 million, provide access to a new secured debt facility, and re-establish the company with a strong financial profile ...
7/9/2009
NEW YORK, NY, July 9, 2009 — Validus Holdings, Ltd. today announced that it has entered into a definitive agreement to acquire IPC Holdings, Ltd. for approximately $1.65 billion in cash and Validus voting common shares. The combination will create a leading Bermuda carrier in the short-tail reinsurance and insurance market with $3.4 billion in shareholders’ ...
June 12, 2009
WASHINGTON, DC, June 12, 2009 — Covington & Burling LLP received 100 individual mentions and 40 practice mentions in Chambers USA 2009. The guidebook, which ranks lawyers by state and national practice area, is designed to identify the most skilled legal practitioners based on the qualities most valued by clients. Here are the Covington lawyers and practices ...
12/2/2008
NEW YORK, NY, December 2, 2008 — Roche and Memory Pharmaceuticals have announced a definitive merger agreement for Roche to acquire all the outstanding shares of Memory Pharmaceuticals. Covington & Burling LLP advised Memory Pharmaceuticals on the deal, valued at approximately $50 million. Roche, headquartered in Switzerland, is one of the world’s leading ...
9/8/2008
NEW YORK, NY, September 8, 2008 — UST Inc. and Altria Group, Inc. today announced an agreement pursuant to which Altria Group will acquire UST. Under the terms of the agreement, shareholders of UST will receive $69.50 in cash for each share of common stock held. The transaction is valued at approximately $11.7 billion, which includes the assumption of ...
8/25/2008
NEW YORK, NY, August 25, 2008 — Grey Wolf, Inc., a US drilling company, and Precision Drilling Trust, a Canadian oil and natural gas drilling company, today announced an agreement to which Precision will acquire Grey Wolf for about $2 billion in cash and stock. Covington & Burling LLP advised UBS Investment Bank, financial advisor to Grey Wolf, on the ...
8/6/2008
NEW YORK, NY, August 6, 2008 — General Maritime Corporation and Arlington Tankers Ltd. jointly announced today that they have entered into a definitive agreement whereby the two companies will combine in a stock-for-stock combination. The combination will create a leading publicly traded tanker company with a value of approximately $2 billion. Covington & ...
6/30/2008
NEW YORK, NY, June 30, 2008 — Allied World Assurance Company Holdings, Ltd. and Darwin Professional Underwriters, Inc. announced today a definitive merger agreement whereby Allied World will acquire Darwin for approximately $550 million in cash. Covington & Burling LLP advised UBS Investment Bank, financial advisor to Darwin, on the transaction. Allied World is ...
Covington Advises UBS on $2.9B Grey Wolf Merger
4/22/2008
NEW YORK, NY, April 22, 2008 — Grey Wolf, Inc. and Basic Energy Services, Inc. have approved a definitive agreement to combine the two businesses in a “merger of equals.” Based upon closing prices for each company’s common stock as of April 18, the estimated value of the combined company would be $2.9 billion. Covington & Burling LLP advised UBS Investment Bank, ...
Covington Advises Pfizer on Acquisition of CovX
12/18/2007
NEW YORK, NY, December 18, 2007 — Pfizer Inc. announced today that it has entered into an agreement to acquire CovX, a privately-held biotherapeutics company. Covington & Burling LLP advised Pfizer on the transaction. Pfizer, the world’s largest research-based biomedical and pharmaceutical company, discovers and develops innovative medicines to treat and help ...
November 29, 2007
NEW YORK, NY, November 29, 2007 — US BioEnergy Corp. and VeraSun Energy Corp. announced today they will combine in an all-stock deal. Under the agreement, 0.81 shares of VeraSun stock will be issued for each outstanding share of US BioEnergy, and the combined company is projected to have a market capitalization of approximately $1.5 billion. Covington & Burling ...
8/17/2007
NEW YORK, NY, August 17, 2007 — Lamson & Sessions announced that it has entered into a definitive merger agreement to be acquired by Thomas & Betts Corporation for approximately $450 million in cash. Covington & Burling LLP advised Perella Weinberg Partners, financial advisor to Lamson & Sessions, on the transaction. Perella Weinberg Partners is an independent, ...
Covington Advises Goodyear in $1.475 Billion Transaction
8/1/2007
NEW YORK, NY, August 1, 2007 — The Goodyear Tire & Rubber Company and The Carlyle Group announced today that The Carlyle Group has completed its acquisition of Goodyear’s engineered products division for $1.475 billion. Covington & Burling LLP advised Goodyear in the transaction, which was announced on March 23, 2007. Goodyear is the world's largest tire ...
Covington Advises UBS on Ryerson Acquisition
7/24/2007
NEW YORK, NY, July 24, 2007 — Ryerson Inc. announced today that it has entered into a definitive merger agreement to be acquired by Platinum Equity, a leading private equity firm, in a transaction valued at approximately $2 billion. Under the terms of the agreement, an affiliate of Platinum Equity will acquire all of the outstanding shares of Ryerson common and ...
Covington Advises UBS on Atlas Energy Deal
May 21, 2007
NEW YORK, NY, May 21, 2007 — Atlas Energy Resources, LLC announced that it has signed a definitive purchase agreement to acquire DTE Gas & Oil Company, a wholly owned subsidiary of DTE Energy Company, for $1.225 billion in cash. Covington & Burling LLP advised UBS Investment Bank, financial advisor to Atlas Energy, on the transaction, which is expected to close ...
Covington Advises Perella Weinberg on OMI Deal
4/18/2007
NEW YORK, NY, April 18, 2007 — Teekay Shipping Corporation, A/S Dampskibsselskabet TORM, and OMI Corporation announced that Teekay and TORM have entered into a definitive agreement to acquire OMI for $2.2 billion or $29.25 per share in cash. Covington & Burling LLP advised Perella Weinberg Partners, financial advisor to OMI, on the transaction. Teekay and TORM ...
4/16/2007
NEW YORK, NY, April 16, 2007 — The Thomson Corporation closed the sale of its Thomson Medical Education business to ABRY Partners, a Boston based private equity firm. Covington & Burling LLP advised The Thomson Corporation on the transaction. The Thomson Corporation is a leading global provider of integrated information-based solutions to business and ...
January 29, 2007
WASHINGTON, DC, January 29, 2007 — Abitibi-Consolidated Inc. and Bowater Inc. announced today they will combine in an all-stock deal that would create the third largest publicly traded paper and forest products company in North America. Covington & Burling LLP represented Goldman Sachs and UBS in the deal. Goldman Sachs and UBS served as financial advisors to ...
January 17, 2007
NEW YORK, NY, January 17, 2007 — Evraz Group S.A. announced that it successfully completed its tender offer for Oregon Steel Mills, Inc. (NYSE: OS) common stock for $63.25 per share, with approximately 91.5% of the outstanding shares of common stock of Oregon Steel Mills tendered into the offer. The tender offer was the first step of the previously announced ...
- Chambers USA, America's Leading Business Lawyers, Corporate/M&A (New York) (2009-2017)
- Chambers Global, Corporate/M&A (2014-2015)
- Legal 500 US, Mergers & Acquisitions - M&A: Large Deals (2009-2010, 2013-2017)
- New York Super Lawyers, Mergers & Acquisitions (2006-2008, 2012-2016)
- Best Lawyers in America, Leveraged Buyouts and Private Equity Law (2016-2017)
- Who's Who Legal, Life Sciences - Transactional (2016-2017)
Industries
Education
University of Texas School of Law, J.D., 1990
- cum laude
- Order of the Coif
University of London, 1989
Georgetown University, School of Foreign Service, B.S.F.S., 1987
- cum laude
Bar Admissions
- New York