Biography: Corporate Governance

Daniel A Neff is the co-chairman of the executive committee and partner in the law firm Wachtell, Lipton, Rosen & Katz, which he joined in 1977. He is a corporate and securities lawyer, and has focused on mergers and acquisitions and advice to boards of directors and board committees. During his 30 years of practice, Mr Neff has been extensively involved in negotiated as well as hostile acquisitions, and has represented bidders and targets, public and private companies, private equity firms, leveraged acquirers and special committees of directors. He has represented companies in divestitures, cross-border transactions and proxy contests, and has counseled managements and boards of directors concerning acquisition matters, conflict transactions, corporate governance and other significant issues. He lectures frequently on topics relating to his professional interests, was featured in American Lawyer's 'Dealmaker of the Year' article in 2001 and is listed in the Lawdragon 500 Leading Lawyers of America.

Among other matters, he represented Airgas in defending against a hostile takeover bid by Air Products and Chemicals; Rohm and Haas Company in its sale to Dow Chemical; Unocal Corporation in its merger with Chevron Corporation and its acquisition of Pure Resources; Smith International in its merger with Schlumberger Limited; Mirant Corporation in its merger with RRI Energy; Centex Corporation in its merger with Pulte Homes; BEA Systems in its sale to Oracle Corporation; the private equity buyers in the acquisitions of Kinder Morgan, Aramark Corporation and Harrah's Entertainment; Knight-Ridder in its merger with McClatchy Company; Transamerica Corporation in its merger with Aegon NV, its acquisition of Whirlpool Financial Corporation and its divestiture of TIG Holdings; Goldman Sachs Capital Partners and Apollo Advisors LP in their acquisition of Nalco Chemical Company; Western Wireless Corporation in its merger with ALLTEL Corporation; VoiceStream Wireless Corporation in its merger with Deutsche Telekom AG; Kellogg Company in its acquisition of Keebler Foods Company; Litton Industries in its merger with Northrop Grumman Corporation; Orion Power Holdings in its sale to Reliant Resources; Mirage Resorts Incorporated in its merger with MGM Grand; Vivendi Universal SA in its acquisitions of United States Filter Corporation and Cendant Software Corporation; and Newmont Mining Corporation in its acquisitions of Franco-Nevada Mining Corporation, Normandy Mining and Santa Fe Pacific Gold Corporation. He also represented Western Atlas in its merger with Baker Hughes Incorporated, and Vons Companies in its merger with Safeway; and represented special board committees of Wausau Insurance, Hayes Wheels International and Enron Oil & Gas Company (now EOG Resources Inc).

Mr Neff graduated magna cum laude from Brown University, and from the Columbia University School of Law, where he was notes and comments editor of the Columbia Law Review.

Biography: Mergers and Acquisitions

Daniel A Neff is the co-chairman of the executive committee and partner in the law firm Wachtell, Lipton, Rosen & Katz, which he joined in 1977. He is a corporate and securities lawyer, and has focused on mergers and acquisitions and advice to boards of directors and board committees. During his 30 years of practice, Mr Neff has been extensively involved in negotiated as well as hostile acquisitions, and has represented bidders and targets, public and private companies, private equity firms, leveraged acquirers and special committees of directors. He has represented companies in divestitures, cross-border transactions and proxy contests, and has counseled managements and boards of directors concerning acquisition matters, conflict transactions, corporate governance and other significant issues. He lectures frequently on topics relating to his professional interests, was featured in American Lawyer's Dealmaker of the Year article in 2001 and is listed in the Lawdragon 500's Leading Lawyers of America.

Among other matters, he represented the private equity buyers in the acquisitions of Rohm and Haas in its sale to Dow Chemical; BEA Systems in its sale to Oracle; Penn National Gaming in its attempted sale to and settlement with Centerbridge and Fortress Investments; Darden Restaurants in its acquisition of RARE Hospitality International; the private equity buyers in the acquisitions of Aramark Corporation, Kinder Morgan, Inc and Harrah's Entertainment Inc; Centex in its merger with Pulte Homes; Unocal Corporation in its merger with Chevron Corporation and its acquisition of Pure Resources, Inc; Smith International in its pending merger with Schlumberger Limited; Knight-Ridder, Inc in its merger with the McClatchy Company; Goldman Sachs Capital Partners and Apollo Advisors LP in their acquisition of Nalco Chemical Company; Western Wireless Corporation in its merger with ALLTEL Corporation; VoiceStream Wireless Corporation in its merger with Deutsche Telekom AG; Kellogg Company in its acquisition of Keebler Foods Company; Litton Industries Inc in its merger with Northrop Grumman Corporation; Orion Power Holdings Inc in its sale to Reliant Resources, Inc; Mirage Resorts Incorporated in its merger with MGM Grand Inc; Vivendi Universal SA in its acquisitions of United States Filter Corporation and Cendant Software Corporation; and Transamerica Corporation in its merger with Aegon NV and its acquisition of Whirlpool Financial Corporation; Newmont Mining Corporation in its acquisitions of Franco-Nevada Mining Corporation Limited, Normandy Mining Limited and Santa Fe Pacific Gold Corporation. Also represented Western Atlas Inc in its merger with Baker Hughes Incorporated, and Vons Companies in its merger with Safeway Inc; and represented special board committees of Wausau Insurance, Hayes Wheels International and Enron Oil & Gas Company (now EOG Resources Inc).

Mr Neff graduated magna cum laude from Brown University, and from the Columbia University School of Law, where he was notes and comments editor of the Columbia Law Review.