Victor Lewkow’s practice focuses on public and private mergers and acquisitions, corporate governance, and shareholder activism.

He represents principals and the major investment banking firms acting as financial advisors to acquirers or target companies. Vic also advises corporations and their boards regarding governance issues and the fiduciary duties of directors.

He is consistently ranked as one of the top practitioners in both M&A and corporate governance. He has been acknowledged for his leading work on behalf of clients by the legal and business press, including The American Lawyer, which named him a “Dealmaker of the Year.” He has also been named a “2016 BTI Client Service All-Star.”

Vic joined the firm in 1973, became a partner in 1982, and senior counsel in 2019.

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Notable Experience

  • U.S. counsel to SABMiller in its $103 billion acquisition by Anheuser-Busch InBev, and previously in its U.S. joint venture with Molson Coors to create MillerCoors and in SAB’s acquisition of Miller.

  • U.S. counsel to TDK Corp. in its tender offer for all outstanding shares of Micronas Semiconductor Holding.

  • Kroll Bond Rating Agency in its sale to Wharf Street Ratings Acquisition.

  • The Coca-Cola Co. in a transaction that combines the bottling operations of three entities into a new Western European bottler now called Coca-Cola European Partners Plc, creating the world’s largest independent Coca-Cola bottler by net revenue.

  • Actavis in its $70.5 billion acquisition of Allergan.

  • Medtronic in its $49 billion acquisition of Covidien; its $4 billion acquisition of Kyphon; and its acquisitions of Invatec, Fogazzi, and Krauth Cardio-Vascular.

  • Johnson Controls in its $1.6 billion acquisition of Air Distribution Technologies.

  • TPG in the take-private acquisition of Chindex International and in its investment in Armstrong World Industries.

  • The special committee of National Financial Partners’ board of directors in the $1.3 billion sale of NFP to affiliates of Madison Dearborn Partners.

  • Conversus Capital LP in the sale of its portfolio of PE fund interests to an affiliate of HarbourVest Partners LLC for $1.4 billion, distributed to publicly listed Conversus’ unitholders.

  • Oriental Financial Group (now OFG) in its acquisition of BBVA’s Puerto Rico operations for $500 million.

  • GlaxoSmithKline in its unsolicited tender offer to acquire Human Genome Sciences and the resulting negotiated acquisition for $3.6 billion, and in other transactions, including its acquisitions of Sitris Pharmaceuticals, CNS, and Corixa.

  • Google in its $12.5 billion acquisition of Motorola Mobility.

  • Alpha Natural Resources in its $8.5 billion acquisition of Massey Energy.

  • BHP Billiton in its $40 billion all-cash offer to acquire Potash Corp. of Saskatchewan.

  • The Hartford Financial Services Group in connection with a $2.5 billion capital investment by Allianz.

  • Barclays Capital in the purchase of Lehman Brothers’ U.S. and Canadian investment banking and capital markets businesses.

  • LS Cable in its $1.2 billion acquisition of Superior Essex.

  • Hewlett-Packard in its $13.9 billion acquisition of EDS.

  • People’s United Financial in its $1.9 billion acquisition of Chittenden Corp.

  • BBVA in its $9 billion acquisition of Compass Bancshares.

  • Euronext in its merger with NYSE Group.

  • Capital One Financial in its acquisitions of North Fork Bancorporation and Hibernia Corp.

  • PeopleSoft in responding to Oracle’s hostile tender offer and the ultimate negotiation of its acquisition at a price 65% above Oracle’s initial bid.

  • Bank of America Merrill Lynch, Barclays, Citigroup, Credit Suisse, Goldman Sachs, Lazard, and JPMorgan as financial advisors in various M&A transactions.

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Selected Activities

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  • Fellow, The American College of Governance Counsel
  • Planning Committee, speaker and former chair, Tulane Corporate Law Institute
  • Adjunct Professor, New York University School of Law
  • Guest lecturer, Harvard, Yale, and the University of Pennsylvania Law Schools
  • Member, Editorial Advisory Board, The M&A Lawyer

Publications

  • “Lessons From the CBS-NAI Dispute: The Applicability of Rule 14c-2 and the 20-day Waiting Period to Stockholder Actions by Written Consent,” Cleary M&A and Corporate Governance Watch blog, October 2018 (with Paul Tiger and Gloria Ho; republished October 15, 2018, by Harvard Law School Forum on Corporate Governance and Financial Regulation) 
  • “United States,” Getting the Deal Through: Real Estate M&A 2018, October 2017 (with Steven Wilner, Jason Factor, Daniel Reynolds, Joseph Lanzkron, and Everson Ladson) 
  • “A Sleepy Topic: The Return of Appraisal Rights,” The M&A Journal (Volume 17, Number 7)
  • “Insider Trading and Tender Offers,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, November 2015 (with Chris Austin)
  • “Forum Selection Clauses in the “Foreign” Court,” The Wall Street Lawyer, April 2014 (with Mitchell Lowenthal)
  • “Be Wary of the Path to the Business Judgment Rule,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, July 2013 (with Ethan Klingsberg and Neil Whoriskey)
  • “Should Your Company Adopt A Forum Selection Bylaw?” The Harvard Law School Forum on Corporate Governance and Financial Regulation, July 2013 (with Neil Whoriskey and Julie Yip-Williams)
  • “Independent Directors - Will You Know Them When You See Them?” Who’s Who Legal Corporate Governance, June 2013 (with Jeffrey Karpf and Laura Palmer)
  • “Selected Issues for Boards of Directors in 2013,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, January 2013 (with Alan Beller, Mitchell Lowenthal, Janet Fisher, Arthur Kohn, David Leinwand, and Ethan Klingsberg)
  • “The El Paso/Kinder Morgan Opinion: Further Delaware Guidance on Investment Banker Sell-Side Conflicts,” The M&A Lawyer, April 2012 (with David Leinwand and Ethan Klingsberg)
  • “Board Focus 2012: Issues and Developments,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, February 2012 (with David Becker, Alan Beller, Janet Fisher, Arthur Kohn, and Ethan Klingsberg)
  • “Preparing for “Proxy Access” Shareholder Proposals,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, October 2011 (with Janet Fisher and Esther Farkas)
  • “Air Products v. Airgas: Poison Pills and ‘Just Saying No,’” The M&A Lawyer, March 2011 (with Christopher Austin)
  • “Who’s the Boss? The Role of Boards and Shareholders in U.S. M&A Transactions,” Who’s Who Legal, March 2011 (with Christopher Austin)
  • “Action by Written Consent: A New Focus for Shareholder Activism,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, July 2010 (with Laurent Alpert, Janet Fisher and Lillian Raben)
  • “Continuing Director’ Change in Control Provisions After Amylin,” The M&A Lawyer, June 2009 (with Laurent Alpert and Daniel Sternberg)
  • “Assessing “Continuing Director” Change-in-Control Provisions,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, May 2009 (with Laurent Alpert, Robert Davis and Daniel Sternberg)
  • “Director Liability in Sale Process,” New York Law Journal, November 2008 (with Paul Shim)
  • “Left at the Altar: Creating Meaningful Remedies for Target Companies,” The M&A Lawyer, October 2007 (with Neil Whoriskey)
  • “US Best-Price Rule - Return of the Tender Offer,” IFLR, January 2007 (with Daniel Sternberg and Matthew Salerno)
  • “Reflections on the Disney Decision,” The M&A Journal, September 2005 (with Lillian Rice)
  • “Revlon Duties ’R’ Us,” The M&A Lawyer, September 2005 (with Derek Winokur)
  • “The Embattled Poison Pill,” Insights, April 2005 (with Sarah ten Siethoff)
  • “Corporate and Securities Law,” Manual of Foreign Investment in the United States (Third Ed. 2004)

Events