Biography: Corporate Governance

Adam O Emmerich practices in Wachtell Lipton's corporate department, focusing primarily on mergers and acquisitions 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 abroad in connection with mergers and acquisitions, divestitures, spin-offs, joint ventures, and financing transactions. He also has extensive experience in takeover defence and corporate governance issues. Adam is recognised as one of the world's leading lawyers in the field of mergers and acquisitions in the Chambers Global guide to the world's leading lawyers, as an expert both in corporate governance and M&A in the real estate field by Who's Who Legal, and as an expert both in mergers and acquisitions and in corporate governance by Euromoney Institutional Investor's Guides, respectively, to the World's Leading Mergers and Acquisitions and Corporate Governance 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 mergers and acquisitions and corporate governance, including at MIT's Sloan Convocation, which can be seen on the web at http://mitworld.mit.edu/video/330/.

Adam is 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 for the last 15 years. He is a member of the Corporate Academic Bridge Group of the NYU Center for Law and Business, and serves on the board of directors of the Lawyers Alliance for New York, 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 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 O Emmerich is a member of Wachtell Lipton's corporate department, focusing primarily on mergers and acquisitions, 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 globally, in connection with mergers and acquisitions, divestitures, spin-offs, joint ventures, and financing transactions. He also has extensive expertise and experience in takeover defence and corporate governance issues.

Mr Emmerich co-chairs of the advisory board of New York University's REIT Center for the Study of Public Real Estate Companies and served as co-chair of the NYU Real Estate Institute's Annual Symposium on REITs for the last 15 years. He is a member of the corporate academic bridge group of the NYU center for law and business, serves on the board of directors of the Lawyers Alliance for New York, the American Friends of the Israel Museum and the Ramaz School, president of the Friends of the Israel Antiquities Authority and of the Friends of Rambam Medical Center. He has previously served on the visiting committee of the University of Chicago Law School, and as co-chair of its capital campaign, and as co-chair of the young lawyers division of the UJA-Federation in New York.

Mr Emmerich attended Swarthmore College and the University of Chicago, from which he received his Juris Doctor degree with honours and 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.

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 acquisitions, 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 been involved since 2001 in representing the leaseholders of the World Trade Center in their rebuilding and insurance matters. Among the many high-profile transactions in which he has taken a leading role are 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; Man Group's acquisition of Refco's regulated futures business through Refco's bankruptcy proceeding; the Morgan Stanley/Onex acquisition of Town & Country Trust; Public Storage's proposed acquisition of Shurgard; Taubman Centers', Dana Corporation's and Circuit City's successful defences of hostile takeover attempts by Simon Property Group, ArvinMeritor, and Highfields Capital, respectively; Wal-Mart's acquisition of an interest in Seiyu in Japan and in a variety of other transactional and other matters; the acquisition by Hometown America of Chateau Communities; the sale of Security Capital to General Electric; Security Capital's acquisition of the public interest in Storage USA; public offerings of stock held by Security Capital in Archstone and CarrAmerica; Security Capital's merger with Security Capital European Realty; Avalon Properties' merger with Bay Communities; the restructuring of the Taubman UPREIT and the exchange of General Motors Pension Trust's 37 per cent interest in the Taubman Operating Partnership for 10 regional malls; Security Capital's acquisitions of substantial stakes in Carr Realty, Storage USA and Regency Realty and various follow-on acquisitions and capital market transactions, including the merger of Regency Retail Corporation 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 on behalf of 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; MacAndrews & Forbes' recapitalisation of Revlon; Cable & Wireless's exit from its US activities; Lend Lease's sale of its US fund management businesses; Raytheon's acquisition of the defence business of Hughes Electronics from General Motors; the formation of Embotelladora Coca-Cola y Hit de Venezuela as a joint venture between the Cisneros family and The Coca-Cola Company and its subsequent sale to Panamco; the acquisition of the business of Creative Artists Agency from its founding owners; the acquisition of MCA by Matsushita; Seagram/Universal's acquisition of Viacom's interest in USA Network; the acquisition by USAir of its Shuttle operations from Donald Trump and his bank lenders; the leveraged recapitalisation of J Crew by Texas Pacific Group; the successful defence of Labatt from Onex's unsolicited takeover bid and the sale of Labatt to Interbrew.

Mr Emmerich is the co-author of, among other articles, "REIT Takeover Myths", Wharton Real Estate Review, forthcoming; "REITs Continue Global March", Real Estate Issues, Spring 2004; "Criticism of REITs Goes Too Far - Selling Out or Merging Isn't Always Best for Shareholders", Real Estate Issues, Winter 2000/2001; "REITs and Rights Plans", Property, Winter 2000; "REIT M&A Transactions - Peculiarities and Complications", The Business Lawyer, February 2000; "The 'UP' Factor in UPREIT Change of Control Transactions", The REIT Report, Spring 1998; "REIT Takeovers - Novel Issues Raised by Excess Share Provisions and UPREIT Structures", The M&A Lawyer, October 1997; "Will REIT Takeovers Take Off?", CPN's Real Estate Finance Review, Summer 1997; "REIT Mergers and Acquisitions: Structuring Transactions, Protecting Deals and Responding to Unsolicited Offers", The REIT Report, Spring 1996; and "REIT Mergers and Acquisitions and Takeover Preparedness: Poison Pills and Excess Share", The REIT Report, Autumn 1995.

Mr Emmerich 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, Mr Emmerich 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 at bar and professional conferences on topics relating to mergers and acquisitions and corporate governance.

Mr Emmerich is 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 serves on the board of directors of the Lawyers Alliance for New York, the American Friends of the Israel Museum and of the Ramaz School, as well as serving as president of the American Friends of the Israel Antiquities Authority and of the Friends of Rambam Medical Center. He has previously served on 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.

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