Michael P. Rogan

Michael P. Rogan, global co-head of Skadden’s Transactions Practices, handles mergers and acquisitions, securities regulation, corporate finance and corporate governance matters. He is experienced in Securities and Exchange Commission issues (having served five years on the staff of the SEC) and provides corporate and securities law advice to a number of public companies on an ongoing basis.

Mr. Rogan represents electric and gas utilities, diversified energy companies and private investment funds, as well as U.S. industrial and financial service companies.

In the merger and acquisition context, Mr. Rogan has advised bidders, targets and investment bankers in U.S. and cross-border transactions, as well as friendly and hostile situations. He is experienced in asset acquisitions and dispositions (including electric utility restructurings), proxy contests, spin-offs and joint ventures.

Mr. Rogan also has an active corporate governance practice and regularly advises boards of directors with respect to the Sarbanes-Oxley Act of 2002 and related governance matters. In this context, he advises board committees, including audit committees, with respect to compliance matters and internal investigations.

Some of Mr. Rogan’s significant transactions include the representation of:

• Alexander & Baldwin, Inc. in connection with its investment position taken by Pershing Square Capital Management (William Ackman) and its subsequent separation through a tax-free spin-off into Matson, Inc. (shipping) and Alexander & Baldwin, Inc. (property development and investment);
• Allegheny Energy, Inc. in its $4.7 billion acquisition by FirstEnergy Corp. The deal was structured as a stock-for-stock transaction;
• The Bureau of National Affairs, Inc. in its $990 million acquisition by Bloomberg L.P.;
• DaimlerChrysler AG (Germany) as co-counsel in its $7.4 billion sale of an 80 percent stake in Chrysler Holding LLC (a special purpose entity formed to hold automobile manufacturer Chrysler Corporation LLC and Chrysler Financial Services LLC) to an affiliate of private equity firm Cerberus Capital Management, L.P.;
• DENTSPLY International Inc. in its $1.8 billion acquisition of Astra Tech (Sweden) from AstraZeneca (United Kingdom). Both DENTSPLY and Astra Tech are dental product distributors and manufacturers;
• Duke Energy in the spin-off of its gas businesses to create Spectra Energy;
• Duquesne Light Holdings in its $1.6 billion acquisition by a Macquarie-led consortium;
• Electricite de France (EDF), in its investment in Constellation Energy Group (CEG) and EDF’s unsolicited proposal to acquire CEG in response to CEG’s announced $4.7 billion merger with MidAmerican Energy Holdings, a subsidiary of Berkshire Hathaway, and in its $4.5 billion acquisition of a 49.99 percent stake in the nuclear business of CEG;
• Entergy Corporation in its $6 billion tax-free spin-off and subsequent merger of its electric transmission business into ITC Holdings Corp.;
• GenOn Energy, Inc. in its $6 billion merger with NRG Energy, Inc.;
• Human Genome Sciences, Inc. in its $3.6 billion acquisition by GlaxoSmithKline, PLC.;
• InterGen, N.V. (a Shell/Bechtel joint venture) in the marketing, auction and successful sale of a portfolio of 10 international generating assets for $1.75 billion;
• Northeast Utilities in its merger-of-equals with NSTAR to create one of the nation’s largest electric utilities, with an enterprise value of $17.5 billion;
• the special committee of Kinder Morgan, Inc. in its consideration of the $22 billion buyout by members of management and a group of private equity investors; and
• the special committee of the board of directors of Total System Services, Inc. in the approximately $4.7 billion spin-off of Total System Services, Inc. from its 81-percent parent company, Synovus Financial Corp.

Mr. Rogan joined Skadden in 1980 and became a partner in 1984. From 1994-2009, he served as head of the Washington, D.C. office Corporate Group and, from 1998-2009, he was the leader of the firm’s Washington, D.C. office.

Mr. Rogan repeatedly has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business and The Best Lawyers in America. He also was featured as a “Dealmaker in the Spotlight” in the June 2010 issue of The American Lawyer, which highlighted his advice on significant deals in the energy sector.

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