Biography: Corporate Governance

Adam Emmerich practices in Wachtell Lipton's corporate department, focusing primarily on corporate governance, mergers and acquisitions and securities law matters. His practice has included a broad and varied representation of public and private corporations and other entities, and their board of directors, in a variety of industries throughout the United States and abroad in connection with sensitive governance matters, as well as in mergers and acquisitions, divestitures, spin-offs, joint ventures, and financing transactions. He also has extensive experience in takeover defence. Adam is recognised as an expert in corporate governance, in M&A, and in real estate by Who's Who Legal; as one 500 leading lawyers in America by Lawdragon; as of the world's leading lawyers in the field of mergers and acquisitions in the Chambers guide to the world's leading lawyers; and as an expert both in corporate governance and in M&A by Euromoney Institutional Investor's Guides, respectively, to the World's Leading Corporate Governance Lawyers and Mergers and Acquisitions Lawyers.

Adam joined the firm in 1986 and was named a partner in 1991. He attended Swarthmore College and The University of Chicago, from which he received his Juris Doctor degree with honours. While at the University of Chicago, Adam served as topics and comments editor of The University of Chicago Law Review, was elected to the Order of the Coif, and received an Olin Fellowship in law and economics. Following law school, he served as law clerk to Judge Abner J Mikva of the United States Court of Appeals for the District of Columbia Circuit. He is a frequent speaker and author on topics relating to corporate governance and mergers and acquisitions, including at MIT's Sloan Convocation and on India's CNBC-TV18.

Adam is co-chair of the International Institute for the Study of Cross-Border M&A, co-chair of the advisory board of New York University's REIT Center for the Study of Public Real Estate Companies and has served as co-chair of the NYU Real Estate Institute's Annual Symposium on REITs since its inception. He is a member of the Corporate Academic Bridge Group of the NYU Center for Law and Business, and a frequent guest contributor to the Harvard Law School Forum on Corporate Governance and Financial Regulation. Adam serves on the board of directors of the the American Friends of the Israel Museum and of the Ramaz School, as well as serving as president of the Friends of the Israel Antiquities Authority and of the Friends of Rambam Medical Center. He has previously served on the board of directors of the Lawyers Alliance for New York, the visiting committee of the University of Chicago Law School, and as co-chair of the young lawyers division of the UJA-Federation in New York.

Adam lives in Manhattan with his wife, two daughters and son.

Biography: Mergers and Acquisitions

Adam Emmerich focuses primarily on mergers and acquisitions, corporate governance and securities law matters. His practice has included a broad and varied representation of public and private enterprises in a variety of industries throughout the world in mergers and acquisitions, divestitures, spin-offs, joint ventures, and financing transactions. He has extensive experience in takeover defense.

Among the transactions in which he has taken a leading role are representing: Deutsche Telekom in its US$39 billion sale of T-Mobile to AT&T; AMB Property Corporation in its US$15 billion merger with ProLogis, to create a REIT with combined assets owned and under management of US$46 billion; Grupo Prisa in its US$1.5 billion transaction with Liberty Acquisition; the board of Wyeth in its US$68 billion acquisition by Pfizer; Simon Property Group in connection with its offer to acquire General Growth Properties for US$31 billion; Swarth Investments in the sale of its controlling interest in GVT (Holding) SA, Brazil to Vivendi in a transaction valuing GVT at US$4.2 billion; Alcoa in the US$14 billion investment in Rio Tinto by Chinalco and Alcoa; the US$4.7 billion acquisition of Constellation Energy by MidAmerican Energy; Iscar in its US$5 billion acquisition by Berkshire Hathaway, and Iscar in its US$1 billion acquisition of Tungaloy of Japan; Acciona in its €43.7 billion acquisition with Enel of Endesa and in relation to EON's offer for Endesa; Tishman-Speyer and Lehman Brothers in their US$22.2 billion acquisition of Archstone-Smith; Vornado, Starwood Capital and Walton Street in their US$39 billion bid to buy Equity Office Properties; Man Group's purchase of Refco's regulated futures business in Refco' s bankruptcy proceeding; Taubman Centers', Dana's and Circuit City's successful defences of hostile takeover attempts by Simon Property Group, ArvinMeritor and Highfields Capital, respectively; the acquisition by Wal-Mart of an interest in Seiyu in Japan and in transactions in Brazil, China, Puerto Rico and the UK; MacAndrews & Forbes in its recapitalisation of Revlon; Cable & Wireless in its exit from its US activities; the successful US $6 billion unsolicited offer by Public Storage for Shurgard; the Mills in its US $7.8 billion sale to a partnership of Simon Property Group and Farallon; the acquisition by Morgan Stanley and Onex of Town & Country; Lend Lease in the sale of its US businesses; MetLife in a variety of transactions; the acquisition by Raytheon of the defence business of Hughes Electronics from GM, and Raytheon's acquisition of Texas Instruments defence business and sale of its Amana appliance unit; the Cisneros family of Venezuela in transactions with Coca-Cola and Bell South; Seagram/Universal's acquisition of Viacom's interest in USA Network; and MCA's sale to Matsushita.

Adam joined the firm in 1986 and was named a partner in 1991. He attended Swarthmore College and The University of Chicago, receiving his J.D. with honors. While at Chicago, Adam served as Topics and Comments Editor of The University of Chicago Law Review, was elected to the Order of the Coif, and received an Olin Fellowship in law and economics. Following law school, he served as a law clerk to Judge Abner J. Mikva, of the United States Court of Appeals for the District of Columbia Circuit. He is a frequent author and speaker on topics relating to M&A and corporate governance, including at MIT's Sloan Convocation and on India's CNBC-TV18.

Adam is co-chair of the International Institute for the Study of Cross-Border M&A, co-chair of the advisory board of New York University's REIT Center for the Study of Public Real Estate Companies and has been co-chair of the NYU Real Estate Institute's Annual REIT Symposium since its inception. He is a member of the Corporate Academic Bridge Group of the NYU Center for Law and Business, and serves on the board of the American Friends of the Israel Museum and of the Ramaz School, as well as serving as president of the Friends of the Israel Antiquities Authority and of the Friends of Rambam Medical Center. He has previously served on the board of the Lawyers Alliance for New York, the visiting committee of the University of Chicago Law School, and as co-chair of the young lawyers division of the UJA-Federation in New York.

Adam lives in Manhattan with his wife, two daughters and son.

Biography: Real Estate

Adam O Emmerich focuses his practice primarily on mergers and acquisitions, particularly in the REIT and publicly traded real estate areas, as well as on corporate governance and securities law matters. His practice has included a broad and varied representation of public and private corporations and other entities in a variety of industries throughout the United States and around the world, in connection with mergers and acquisition divestitures, spin-offs, joint ventures, and financing transactions. He also has extensive experience in takeover defence issues, as well as in governance matters and the responsibilities of directors.

Mr Emmerich has represented the leaseholders of the World Trade Center in their rebuilding and insurance matters since 2001. He has represented AMB Property Corporation in its US$15 billion merger with ProLogis, to create a REIT with combined assets owned and under management of US$46 billion; Simon Property Group in its US$31 billion offer for General Growth Properties' bankruptcy proceeding, in its US$2.3 billion acquisition of Prime Outlets, and in its US$4.5 billion bid to acquire Capital Shopping Centres Group in the UK; Tishman Speyer and Lehman Brothers' US$22.2 billion acquisition of Archstone-Smith; Ventas' US$2 billion acquisition of Sunrise Senior Living REIT; The Mills' US$7.9 billion sale to Simon/Farallon; Innkeepers USA's sale to Apollo; Starwood and Walton Street's US$39.2 billion bid with Vornado for EOP; the Morgan Stanley/Onex acquisition of Town & Country Trust; Public Storage's proposed acquisition of Shurgard; Taubman Centers' successful defence of a hostile takeover attempts by Simon Property Group; the acquisition by Hometown America of Chateau Communities; the sale of Security Capital to GE; Security Capital's acquisition of Storage USA; public offerings by Security Capital of stock in Archstone and CarrAmerica; Security Capital's merger with Security Capital European Realty; Avalon's merger with Bay; the restructuring of the Taubman UPREIT and the exchange of the GM Pension Trust's 37% interest in the Taubman OP; Security Capital's acquisitions of large stakes in Carr Realty, Storage USA, Regency Realty and related matters, including the merger of Regency Retail and Pacific Retail Trust; Patriot American's acquisition of Bay Meadows/Cal Jockey, Wyndham and Interstate; the merger of Crocker into Highwoods and Highwoods' acquisition of JC Nichols; various strategic transactions for Kimco Realty; Boston Properties' acquisition of Prudential Center in Boston and Embarcadero Center in San Francisco from Prudential, and Prudential's related investments in Boston Properties.

Mr Emmerich joined Wachtell Lipton in 1986 and was named a partner in 1991. He attended Swarthmore College and the University of Chicago, receiving his JD with honours. Mr Emmerich served as topics & comments editor of the University of Chicago Law Review, was elected to the Order of the Coif, and received an Olin Fellowship in law and economics. He served as law clerk to Judge Abner J Mikva, of the US Court of Appeals for the District of Columbia Circuit. He is a frequent speaker at bar and professional conferences on topics relating to mergers and acquisitions and corporate governance, including at MIT's Sloan Convocation and on CNBC-TV18's 'The Firm'.

Mr Emmerich is co-chair of the advisory board of NYU's REIT Center for the Study of Public Real Estate Companies and serves as co-chair of the NYU Real Estate Institute's Annual Symposium on REITs since its inception. He is a founding director of the International Institute for the Study of Cross-Border Investment and M&A, which is a joint venture between the Guanghua School of Management at Peking University, the Stern School of Business at New York University, and Judge Business School at the University of Cambridge. He is a member of the Corporate Academic Bridge Group of the NYU Center for Law and Business, and a board member of the America Friends of the Israel Museum and of the Ramaz School, president of the American Friends of the Israel Antiquities Authority and of the Friends of Rambam Medical Center. He served on the visiting committee of the University of Chicago Law School, the board of the Lawyers Alliance for New York, and as co-chair of the Young Lawyers Division of the UJA-Federation in New York.

Mr Emmerich lives in Manhattan with his wife, two daughters and son. He is an avid runner, and has twice completed the New York City Marathon.