Nancy A. Lieberman
Mergers and Acquisitions, Private Equity Transactions, Corporate Governance Matters and Corporate Restructurings
Nancy A. Lieberman concentrates on mergers and acquisitions involving public and private companies, including negotiated and contested acquisitions, private equity transactions, tender offers, recapitalizations and restructurings. She advises corporations on various corporate governance issues as well as on responses to shareholder activists.
Ms. Lieberman is acknowledged as a leading corporate lawyer by various academic institutions, industry publications and the mainstream financial media. In 2015, she was one of 75 attorneys selected for inclusion on the National Law Journal’s list of “Outstanding Women Lawyers” and one of 50 women selected worldwide by Harvard Law School as an honoree for its International Women’s Day celebration. She was recognized as “Alumna of the Year” by The University of Chicago Law School in 2014 and delivered the school’s commencement address.
In 2013, Ms. Lieberman also was named a “Dealmaker of the Year” by The American Lawyer for her work on the termination of Amylin Pharmaceuticals’ alliance with Eli Lilly and Company and the subsequent sale of Amylin for $7 billion to Bristol-Myers Squibb. According to The American Lawyer, this two-step transaction was a “blockbuster combination ... [that] never would have happened without Lieberman’s deft counsel.” Law360 selected Ms. Lieberman as one of its 2012 “M&A MVPs” for both her work on the Amylin transaction as well as her representation of satellite company DigitalGlobe Inc. and stated that “Lieberman’s steady leadership helped … DigitalGlobe turn the tables on a potential [unsolicited] acquirer in just a weekend’s time.”
Over the years, she has been profiled in The Wall Street Journal, Crain’s New York Business, Fortune Magazine and the New York Times Magazine, among other publications.
Ms. Lieberman was appointed by Governor Andrew Cuomo in October 2014 as a director of the New York State Spinal Cord Injury Review Board, which annually allocates $8.5 million in research grants to find a cure for this condition.
She has advised the following companies:
- Sentinel Capital Partners in various private equity transactions, including the acquisition of PlayCore, North America’s leading manufacturer of park and recreation products; Hollander Sleep Products, North America’s leading manufacturer and marketer of basic bedding products; and Total Military Management, Inc., the largest provider of household goods relocation services to U.S. military service members, government employees and their families;
- DigitalGlobe, Inc., a satellite provider of earth imagery and geospatial information solutions, in its $2.1 billion merger with GeoEye, Inc., an information satellite technology provider for the aerospace and defense industry;
- Amylin Pharmaceuticals, Inc., a biopharmaceutical company that has developed a novel Type 2 diabetes drug (exenatide), in its $7 billion acquisition by Bristol-Myers Squibb Company;
- Amylin Pharmaceuticals, Inc. in its $1.6 billion agreement with Eli Lilly and Company to terminate their alliance for the diabetes drug exenatide. In this first-of-its kind deal, a biotech firm separated its relationship from a large pharmaceutical company. This deal was highlighted in the Financial Times’ 2012 U.S. Innovative Lawyers Report; The American Lawyer profiled Ms. Lieberman as its “Dealmaker in the Spotlight” (January 2012) for her role on this transaction; and The Am Law Daily also selected Ms. Lieberman as a “Dealmaker of the Week” (November 2011);
- Great Plains Energy in its $2.7 billion joint acquisition with Black Hills Corporation of Aquila, Inc., an electric and gas utility. Additionally, she represented Great Plains Energy in the sale of Strategic Energy, its competitive retail electricity business. Previously, she represented Great Plains’ predecessor, Kansas City Power & Light Company, in a number of transactions, including a series of unsolicited tender offers and proxy contests;
- Rite Aid Corporation in various transactions over three decades, including its $3.4 billion acquisition of the Eckerd and Brooks drugstore chains from the Jean Coutu Group of Canada; its acquisition of PCS Holding Corporation, a prescriptions benefit manager, from Eli Lilly and Company; its strategic e-commerce alliance with drugstore.com, inc.; and the proposed acquisition of Revco D.S., Inc.;
- The special committee of Alfa Corporation in its $2 billion going-private acquisition by its parent company, the Alfa Mutual Group of insurance companies;
- Maher Terminals, the largest operator of marine port terminal facilities at the Port of New York and New Jersey and at Prince Rupert, Canada, in its sale to RREEF Infrastructure, a private equity affiliate of Deutsche Bank;
- Russell Corporation, an athletic apparel manufacturer, in its $1 billion merger with an affiliate of Berkshire Hathaway;
- Fisher Scientific International Inc., a wholesale distributor of scientific and medical testing equipment, in its $9 billion strategic combination with Thermo Electron Corporation, and its prior $1.1 billion acquisition of Apogent Technologies Inc., as well as other transactions and corporate governance matters;
- PAETEC Holding Corp., a provider of telecommunication services, in its acquisition of Cavalier Telephone, LLC. Previously, she represented U.S. LEC Corp. in its strategic telecommunications combination with PAETEC Holding Corp.;
- Arysta Life Science North America Corporation in its acquisition of Micro Flo Company, an agrochemicals business, from BASF;
- VHA Inc. as a shareholder of Neoforma Inc. in connection with the merger of Neoforma into Global Healthcare Exchange, LLC (GHX), a joint venture consortium of health care manufacturers, distributors and providers; and in VHA’s joint venture equity investment in GHX;
- The special committee of Edison Schools Inc. in a private equity transaction in which Edison was acquired by its management and Liberty Partners;
- Huntsman Corporation and its affiliates in numerous transactions, including its restructuring and its acquisition of Texaco Inc.’s worldwide chemicals business; its formation of Huntsman ICI Holdings LLC and the related acquisition of Imperial Chemicals Industries plc’s polyurethanes, petrochemicals and titanium dioxides businesses; its acquisition of Rexene Corporation; its acquisition of NOVA Chemical Corporation’s polypropylene business; its acquisition of Monsanto Company’s specialty chemicals business; its acquisition of Elf Atochem’s expandable polystyrene business; its formation of a joint venture with Consolidated Press Holdings Limited of Australia to acquire Chemplex Holdings Pty Limited; and its acquisition of Goodyear Tire & Rubber Company’s worldwide film products business;
- The Williams Companies Inc. in various transactions, including the sale of its Kern River Pipeline and the issuance of preferred stock to MidAmerican Energy Holding Company, an affiliate of Berkshire Hathaway Inc., and the sale of its Mid-American and Seminole Pipelines to Enterprise Products Partners L.P.;
- Gloria Vanderbilt Apparel Corporation in its sale to Jones Apparel Group, Inc.; and
- Vlasic Foods International, Inc. in various transactions, including the sale of its U.S. and Canadian food businesses pursuant to its Chapter 11 bankruptcy reorganization to an affiliate of the leveraged buyout firm Hick, Muse, Tate & Furst Incorporated.
LL.M., Taxation, New York University Law School, 1981
J.D., University of Chicago Law School, 1979
B.A., University of Rochester, 1977 (summa cum laude, Phi Beta Kappa)
Trustee, University of Rochester
Director, New York State Spinal Cord Injury Review Board
Co-Founder and Director, New Yorkers to Cure Paralysis
Director, Pacific Council on International Policy
Director, National Center for Law and Economic Justice
Member, Council on Foreign Relations
University of Chicago Law School 2014 Alumna of the Year
University of Rochester Distinguished Alumnus Award, 2012