Nancy A. Lieberman



Mergers and Acquisitions, Takeover Defenses, Tender Offers, Private Equity Transactions, U.S. and International Joint Ventures, and Corporate Restructurings

New York

T: 1.212.735.2050

F: 1.917.777.2050


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Nancy A. Lieberman concentrates on merger and acquisition transactions involving public and private companies, including negotiated and contested acquisitions, private equity transactions, tender offers, recapitalizations and restructurings. Ms. Lieberman advises corporations on various corporate governance issues and also has extensive experience in structuring and negotiating U.S. and international joint ventures, a subject she has lectured on over the years. In April 2013, she was named a “Dealmaker of the Year” by The American Lawyer.

She has advised the following companies:

  • DigitalGlobe, Inc., a satellite provider of earth imagery and geospatial information solutions, in its 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 II diabetes drug (exenatide), in its acquisition by Bristol-Myers Squibb Company;
  • Amylin Pharmaceuticals, Inc. in its agreement with Eli Lilly and Company to terminate their alliance for the diabetes drug exenatide. This is a first-of-its kind deal in which a biotech firm is separating 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);
  • 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.;
  • Great Plains Energy in its 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;
  • the special committee of Alfa Corporation in its 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;
  • Rite Aid Corporation in various transactions, including its acquisition of RediClinic LLC. Previously, she represented Rite Aid in its 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.;
  • Russell Corporation, an athletic apparel manufacturer, in its merger with an affiliate of Berkshire Hathaway;
  • Fisher Scientific International Inc., a wholesale distributor of scientific and medical testing equipment, in its strategic combination with Thermo Electron Corporation, and its prior acquisition of Apogent Technologies Inc., as well as other transactions and corporate governance matters;
  • 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 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.

Law360 selected Ms. Lieberman as one of its “M&A MVPs” in 2012 and The National Law Journal also listed her as one of “the 50 most influential women lawyers in America” (1998).

Bar Admissions

New York


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

Co-Founder and Director, New Yorkers to Cure Paralysis

Director, Pacific Council on International Policy

Member, Council on Foreign Relations