Biography: Corporate Governance

Robert B Schumer is chair of the corporate department and a member of the firm's management committee. Over the past 15 years, Mr Schumer has served as the lead lawyer in the negotiation and structuring of mergers and acquisitions, dispositions, joint ventures and leveraged buyouts on behalf of a diverse range of clients, including public and private companies, private equity funds, financial institutions and other entities. He regularly provides strategic counsel to corporations and their boards of directors on corporate governance, fiduciary duty and other corporate matters.

Mr Schumer's recent representations include advising Elliott Associates LP in connection with its unsolicited offer to acquire Novell Inc for approximately $1.8 billion and Duane Reade Holdings, Inc and its shareholders, which includes Oak Hill Capital Partners, in connection with the sale of Duane Reade to Walgreens, the largest drugstore chain in the United States.

His experience includes the representation of Time Warner Inc in its $17.9 billion acquisition of the cable properties of Adelphia Communications Corporation. As a result of his work on this complex transaction, The American Lawyer named him among its 2005 'Dealmakers of the Year.' Other major transactions include representing Endeavor Agency in its merger with William Morris Agency; Agrium Inc in its unsolicited bid for CF Industries Holdings, Inc in a cash and stock deal worth approximately $4.9 billion and in its $2.65 billion acquisition of UAP, creating North America's largest agriculture retailer; Farallon Capital Management in its $7.9 billion acquisition, along with Simon Property Group, of Mills Corporation, and its $1.84 billion bid for the manufactured home community business of Affordable Residential Communities; Wyndham in its $3.24 billion sale to Blackstone; EnCana Corporation, Canada's largest oil and gas company, in its $2.7 billion successful tender offer for Tom Brown, Inc; Battle Mountain Gold Company in connection with its stock-for-stock acquisition by Newmont Mining Corporation; Time Warner Inc in its $58 billion bid for AT&T Broadband and in the $9 billion restructuring of Time Warner Entertainment, with Comcast and AT&T; and the consortium led by Edgar Bronfman, Jr, in its $15 billion bid for the entertainment assets of Vivendi SA.

Mr Schumer was recognised by The Hollywood Reporter as one of its 2009 'Power Lawyers' and by Variety in its 'Dealmakers Impact Report' as an individual that dramatically influenced the media and entertainment industry in 2009. He was selected as one of only 40 New York-based lawyers listed in Law Business Research's The International Who's Who of Merger and Acquisition Lawyers and The International Who's Who of Corporate Governance Lawyers, and has been recognised as one of the leading M&A lawyers in New York by the peer review organisations Legal 500 and Chambers USA. He was featured in The American Lawyer's "45 under 45 – Forty-five young lawyers who are making their mark today and will lead the profession tomorrow" and in Crain's "40 under 40 – an annual list of New York City's young movers and shakers," both of which were published in 1995.

Biography: Mergers and Acquisitions

Robert B Schumer is chair of the corporate department and is co-head of the firm's mergers and acquisitions group. Over the past 15 years, Mr Schumer has served as the lead lawyer in the negotiation and structuring of mergers and acquisitions, dispositions, joint ventures and leveraged buyouts on behalf of a diverse range of clients, including public and private companies, private equity funds, financial institutions and other entities. He regularly provides strategic counsel to corporations and their boards of directors on corporate governance, fiduciary duty and other corporate matters.

Mr Schumer's recent experience includes the representation of Warner Music Group in its acquisition by Access Industries for US$3.3 billion; Emdeon in its US $3 billion acquisition by Blackstone; RSC Holdings in its US$4.2 billion acquisition by United Rental; Time Warner Inc in its $17.9 billion acquisition of the cable properties of Adelphia Communications Corporation. As a result of his work on this complex transaction, American Lawyer named him among its 2005 Dealmakers of the Year. Other major transactions include representing Endeavor Agency in its 2009 merger with William Morris Agency; Agrium Inc in its $2.65 billion acquisition of UAP, creating North America's largest agriculture retailer; Farallon Capital Management in its $7.9 billion acquisition, along with Simon Property Group, of Mills Corporation, and its $1.84 billion bid for the manufactured home community business of Affordable Residential Communities; The Lightstone Group in the $2.3 billion sale in 2010 of its portfolio company, Prime Outlets Acquisition Company, to Simon Property, the largest public real estate company in the United States; Elliott Associates in its $1.8 billion unsolicited offer for Novell, a leader in intelligent workload management and in Elliott's participation as an equity sponsor in Attachmate's subsequent $2.2 billion acquisition of Novell in 2011; Western Coal in its 2010 arrangement agreement with Walter Energy, pursuant to which Walter Energy agreed to acquire Western Coal for approximately $3.2 billion; and Universal American in connection with the $1.25 billion sale of its Medicare Part D business to CVS Caremark, making CVS one of the nation's largest providers of prescription drug services for Medicare Part D beneficiaries, and the spin-off of its remaining businesses to its public shareholders.

Additional high-profile transactions in which Mr Schumer has been engaged include the acquisition of Warner Communications by Time Inc; Time Warner Inc's $2.8 billion acquisition of the cable television interests of the Newhouse family; Wyndham in its $3.24 billion sale to Blackstone; EnCana Corporation, Canada's largest oil and gas company, in its $2.7 billion successful tender offer for Tom Brown, Inc; Battle Mountain Gold Company in connection with its stock-for-stock acquisition by Newmont Mining Corporation; Time Warner Inc in its $58 billion bid for AT&T Broadband and in the $9 billion restructuring of Time Warner Entertainment, with Comcast and AT&T; and the consortium led by Edgar Bronfman, Jr, in its $15 billion bid for the entertainment assets of Vivendi SA; the $725 million acquisition by Heinz of the pet food business of Quaker Oats; the $1.3 billion hostile acquisition of Rockefeller Center Properties, Inc, by an investment group led by Goldman Sachs, Tishman Speyer and David Rockefeller; W-Westmont's hostile acquisition of UniHost; the $2 billion sale of Six Flags Entertainment Corporation to Premier Parks Inc; King World Productions, Inc's $2.5 billion merger with CBS; USA Networks, Inc's acquisition of Styleclick.com Inc; Spear, Leeds & Kellogg's $7.5 billion sale to Goldman Sachs; and the $2.7 billion merger between Telemundo and NBC. He also represents Lazard Frères in its role as investment advisor, including in connection with Borden's acquisition by KKR, Conrail's $10 billion merger with CSX Corporation and Terra Networks' acquisition of Lycos.

In the joint venture area, his representations include Time Warner Inc in the creation of Time Warner Entertainment, a $20 billion joint venture; Time Warner Inc in connection with the $2.5 billion investment in Time Warner Entertainment by US WEST, which was one of the first major alliances between companies in the cable and telephone industries; and Time Warner Inc in its negotiations with Sony Corporation to form the Columbia House Record Club, a 50-50 joint venture between Sony Music Group and Warner Music Group.

Mr Schumer has been recognised as one of the leading M&A lawyers in New York by the peer review organisations Legal 500, Chambers USA and Best Lawyers in America. Mr Schumer was selected by The Hollywood Reporter in both 2011 and 2009 as one of its 'Power Lawyers.' He was featured in The American Lawyer's "Forty-Five under 45' and in Crain's "40 under 40,' both of which were published in 1995.