Nancy G. Rubin
Nancy Rubin concentrates her practice in the areas of mergers and acquisitions, corporate governance, and general corporate and securities matters.

Bio

Ms. Rubin has represented purchasers and sellers in a wide variety of transactions (many in the life sciences sector), including mergers, asset and stock acquisitions and dispositions involving both public and private companies, as well as joint ventures.

Ms. Rubin advises numerous clients and boards of directors on a full range of corporate compliance, corporate governance and related matters, including compliance with the rules and regulations of the Securities and Exchange Commission, and the listing requirements of the New York Stock Exchange and the NASDAQ Stock Market.

She has advised clients including Valeant Pharmaceuticals International, Inc. and Aflac Incorporated on a variety of general corporate and securities matters, including their annual proxy statement, Form 10-K, Form 10-Q, annual shareholders meeting, board of directors and committee meetings, committee charters, and NYSE compliance.

Ms. Rubin has represented Valeant Pharmaceuticals International, Inc. in multiple transactions including:

  • $344 million acquisition of public company Obagi Medical Products, Inc. (topical skin health systems);
  • $312 million (plus potential $114 million earnout) acquisition of OraPharmaceuticals (dental industry);
  • $300 million acquisition of all U.S. and Canadian rights to Zovirax from GlaxoSmithKline plc;
  • $250 million acquisition of public company Solta Medical, Inc. (medical devices);
  • $169 million (plus potential $26 million CVRs) acquisition of public company Synergetics USA, Inc. (ophthalmic microsurgical equipment);
  • acquisition and subsequent sale of Paragon Vision Sciences (contact lenses);
  • acquisition of assets from Marathon Pharmaceuticals, LLC (branded hospital products); acquisition of Onpharma, Inc. (dental anesthetics);
  • $70 million asset sale to Mylan Pharmaceuticals;
  • $65 million (plus potential earnout) acquisition of the U.S. rights for Targretin® (bexarotene) capsules and Targretin® (bexarotene) gel 1% from Eisai Co., Ltd.;
  • $64 million (plus potential milestone payments) acquisition of certain assets from University Medical Pharmaceuticals Corp. (AcneFree);
  • $27 million acquisition of Pedinol Pharmacal, Inc., (podiatry-focused specialty pharmaceutical company); and
  • divestiture of Bioskin GmbH.

Other deals in the life sciences sector include:

  • JLL Partners and Water Street Healthcare Partners in the acquisi¬tion by their portfolio company MedPlast of Vention Medical; and
  • Horizon Pharma plc in its acquisition of the U.S. rights to PENN-SAID 2% from Nuvo Research Inc. for $45 million.

Private equity transactions include:

  • Brookfield Asset Management in its sale of MAAX Bath and MAAX Spas to American Bath Group;
  • JLL Partners and Water Street Healthcare Partners in their acquisition of Aviation Technical Services;
  • Fox Paine and Company in its sale of Paradigm, Ltd., maker of geoscience software, to Apax Partners and JMI Equity in a $1 billion cash merger transaction;
  • NTR, plc (Ireland) in its $100 million acquisition of a controlling interest in Stirling Energy Systems, Inc., a solar power developer; and
  • Airtricity Holdings Limited (Ireland) in its sale to E.ON AG (Germany) of its North American wind operations for $1.4 billion.

Other transactions include:

  • the sale of Oil Shale Exploration Company to an Estonian state-owned corporation;
  • Primark Corporation in its $432 million stock sale of The Analytic Sciences Corporation Limited (TASC, Inc.) to Litton Industries Inc. and Litton UK Limited; and
  • the formation and financing of Current Media, LLC, formed by Albert Gore, Jr. and Joel Hyatt, for the financing and acquisition of a cable television network.

Ms. Rubin has authored or co-authored numerous articles and client mailings including the following:

  • “SEC Adopts Proxy Disclosure Rules on Nomination Processes”
  • “SEC Proposes Rules on Nominating Committee Process and Shareholder Communications With Board”
  • “SEC Publishes Staff Report on Nominating and Electing Corporate Directors”
  • “SEC Publishes Staff Report on Proxy Process Review”
  • “SEC Adopts Final Rules Relating to Auditors”
  • “The Sarbanes-Oxley Act of 2002 — An Overview of the Act and SEC Rulemaking”
  • “SEC Proposes Rules on Auditor Independence Under the Sarbanes-Oxley Act”

Ms. Rubin has represented nonprofit organizations on a pro bono basis including Women’s March, Inc., NYC Kids RISE, Moment Magazine, Tuesday’s Children, Solar Energy Industries Association, Inc., The Redeem Community Development Corporation, Bridges Public Charter School and The Constitution Project.

Ms. Rubin also leads training programs for Skadden associates at various levels around the country; her specialties include negotiation skills, M&A deals, and how to effectively mentor junior and mid-level associates. Ms. Rubin is active in the firm’s women’s leadership initiatives and serves on Skadden’s WOW committee (Women of Washington).

Credentials

Education

  • J.D., University of Michigan Law Center, 1986
  • B.A., Harvard College, 1983

Admissions

  • New York
  • District of Columbia
  • New Jersey

Experience

  • Law Clerk to the Honorable Stanley Brotman, U.S. District Court of New Jersey

Nancy G. Rubin

Counsel, Mergers and Acquisitions; Corporate Governance
nancy.rubin@skadden.com