Daniel A. Neff

Director & Vice President at M3 Engineering & Technology Corp.

Daniel A. Neff

Daniel A. Neff

Director & Vice President at M3 Engineering & Technology Corp.

Biography

Daniel A. Neff

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. Throughout his career, 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, responses to shareholder activism, conflict transactions, corporate governance and other significant issues.

Mr. Neff lectures frequently on topics relating to his professional interests, was featured in American Lawyer’s “Dealmaker of the Year” article in 2001, 2012 and 2015 and is listed in Chambers Global Guide, Chambers USA Guide, The Best Lawyers in America and Lawdragon’s 500 Leading Lawyers of America.

Among the significant matters he has handled are the successful defense of Airgas against a hostile takeover bid by Air Products and Chemicals (2009-2011), the sale of Airgas to L’Air Liquide S.A. and the $130 billion acquisition by Verizon Communications of the 45% interest in Verizon Wireless owned by Vodafone plc. Mr. Neff has represented clients in a broad range of industries including:

Energy and Related Industries

* Chicago Bridge & Iron in its $6 billion merger of equals with McDermott International and its $3 billion acquisition of The Shaw Group
* Spectra Energy Corp in its $28 billion merger with Enbridge Inc.
* El Paso in its $38 billion sale to Kinder Morgan
* Unocal Corporation in its acquisition by Chevron Corporation for $19 billion, its response to an unsolicited merger proposal by CNOOC Limited and its acquisition of Pure Resources
* Talisman Energy Inc. in its $8.3 billion sale to Repsol S.A.
* Newfield Exploration Company in its $5.5 billion sale to Encana Corporation
* Dresser-Rand Group in its $7.6 billion sale to Siemens AG
* Chicago Bridge & Iron in its $3 billion acquisition of The Shaw Group
* Berry Petroleum in its $4.9 billion sale to Linn Energy
* Smith International in its $11 billion merger with Schlumberger
* Western Atlas in its $5.3 billion merger with Baker Hughes

Technology and Telecom

* Verizon Communications in its $130 billion acquisition of the 45% interest in Verizon Wireless owned by Vodafone Plc
* VoiceStream Wireless in its $55 billion acquisition by Deutsche Telekom
* Verizon Communications in its $4.83 billion acquisition of Yahoo!’s operating business
* Alibaba Group in its $7.8 billion repurchase of stock from Yahoo!
* Agilent Technologies in its spinoff of Keysight Technologies, its electronic measurement business
* BEA Systems in its $8.5 billion merger with Oracle
* Western Wireless Corporation in its merger with ALLTEL Corporation

Chemicals

* FMC in its simultaneous acquisition of portions of DuPont’s agricultural chemical business and sale to DuPont of its health and nutrition segment
* Airgas in its $13.4 billion acquisition by L’Air Liquide S.A.
* Airgas in successfully defending against a $5.8 billion hostile takeover bid by Air Products and Chemicals
* Rohm and Haas in its $18 billion sale to Dow Chemical
* Goldman Sachs Capital Partners and Apollo Advisors LP in their acquisition of Nalco Chemical Company

Pharmaceuticals

* Actelion in its $30 billion acquisition by Johnson & Johnson and spin-off of Idorsia, which holds Actelion’s R&D pipeline
* Medivation in its $14.6 billion acquisition by Pfizer
* Allergan in its defense against a hostile takeover bid by Valeant Pharmaceuticals and its $66 billion acquisition by Actavis plc
* Alexion Pharmaceuticals in its $8.4 billion acquisition of Synageva BioPharma

Manufacturing/Industrials

* Cooper Industries in its $11.8 billion combination with Eaton Corporation
* Temple-Inland in its $3.7 billion sale to International Paper
* Litton Industries Inc in its merger with Northrop Grumman Corporation
* Vivendi Universal in its $7.8 billion acquisition of United States Filter Corporation

Retail/Consumer Products

* Whole Foods Market in responding to shareholder activism and its $14 billion merger with Amazon.com, Inc.
* Sears Holdings in the separation of its real estate assets into Seritage Growth Properties, a real estate investment trust
* Kellogg Company in its $4.6 billion acquisition of Keebler Foods Company and its $2.7 billion acquisition of Procter & Gamble’s Pringles business
* Vons Companies in its merger with Safeway Inc
* Vivendi Universal SA in its acquisition of Cendant Software Corporation

Gaming

* Penn National Gaming in its $2.8 billion acquisition of Pinnacle Entertainment and in the separation of its real estate assets into Gaming and Leisure Properties, a REIT
* Gaming and Leisure Properties in its $5.1 billion acquisition of Pinnacle Entertainment’s real estate assets
* Mirage Resorts Incorporated in its merger with MGM Grand Inc
* Wynn Resorts Limited in successful proxy contests with former directors of the company

Other

* Marsh & McLennan Companies in its $6.4 billion acquisition of Jardine Lloyd Thompson Group
* Centex Corporation in its $3 billion merger with Pulte Homes
* Newmont Mining Corporation in its acquisitions of Franco-Nevada Mining Corporation Limited, Normandy Mining Limited and Santa Fe Pacific Gold Corporation
* Knight-Ridder, Inc in its merger with The McClatchy Company

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.

Recent Publications

* Risk Management and the Board of Directors (updated August 2018),

in Harvard Law School Forum on Corporate Governance and Financial Regulation, September 5, 2018.

* DOJ Challenges Activist Use of HSR Act's "Passive Investor" Exemption,

in Harvard Law School Forum on Corporate Governance and Financial Regulation, April 7, 2016.

* "Just Say No" - The Long-Term Value of the Poison Pill,

in Harvard Law School Forum on Corporate Governance and Financial Regulation, December 18, 2015.

* Harvard's Shareholder Rights Project is Still Wrong,

in The Harvard Law School Forum on Corporate Governance and Financial Regulation, November 30, 2012.

* Delaware Court Reaffirms the Poison Pill and Directors' Power to Block Inadequate Offers,

in The Harvard Law School Forum on Corporate Governance and Financial Regulation, February 17, 2011.

Overview
RelSci Relationships

1676

Number of Boards

4

Number of Awards

5

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Partner at Wachtell, Lipton, Rosen & Katz

Relationship likelihood: Strong

Partner at Wachtell, Lipton, Rosen & Katz

Relationship likelihood: Strong

Partner at Wachtell, Lipton, Rosen & Katz

Relationship likelihood: Strong

Partner at Wachtell, Lipton, Rosen & Katz

Relationship likelihood: Strong

Partner at Wachtell, Lipton, Rosen & Katz

Relationship likelihood: Strong

Partner at Wachtell, Lipton, Rosen & Katz

Relationship likelihood: Strong

Partner at Wachtell, Lipton, Rosen & Katz

Relationship likelihood: Strong

Partner at Wachtell, Lipton, Rosen & Katz

Relationship likelihood: Strong

Partner at Wachtell, Lipton, Rosen & Katz

Relationship likelihood: Strong

Partner at Wachtell, Lipton, Rosen & Katz

Relationship likelihood: Strong

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You
Daniel A. Neff
Director & Vice President at M3 Engineering & Technology Corp.
Education
JD
Class of 1977

Columbia Law School is a professional graduate school of Columbia University, a member of the Ivy League. Columbia is regarded as one of the most prestigious law schools in the nation and has always been ranked in the top five by U.S. News and World Report.Founded in 1858, Columbia has produced a large number of distinguished alumni including two Presidents of the United States (Franklin Delano Roosevelt and Theodore Roosevelt); nine Justices of the Supreme Court of the United States;numerous U.S. Cabinet members and Presidential advisers; U.S. Senators, Representatives, and Governors; and more members of the Forbes 400 than any other law school.

AB, magna cum laude
Class of 1974

Brown University is located in historic Providence, Rhode Island and was founded in 1764. It is the seventh-oldest college in the United States. Brown is an independent, coeducational Ivy League institution comprising undergraduate and graduate programs, plus the Alpert Medical School, School of Public Health, School of Engineering, and the School of Professional Studies.

Memberships
Member
1980 - Current

The District of Columbia Bar is the second largest unified bar association in the United States. The D.C. Bar’s core functions, supported by member dues, are the registration of lawyers, operation of a lawyer disciplinary system, maintenance of a Clients’ Security Fund, and certain other administrative operations. Many of the important educational and public service programs carried out by the Bar are made possible by voluntary contributions, user fees, and other nondues sources of income. The Bar is governed by a Board of Governors composed of 20 lawyers selected by the active membership and three members of the public appointed by the Bar itself as nonvoting members.

Member
1978 - Current

The New York State Bar Association (NYSBA) is a voluntary bar association for the state of New York. NYSBA was founded in 1877 with the stated goal to cultivate the science of jurisprudence; to promote reform in the law; to facilitate the administration of justice, and to elevate the standards of integrity, honor, professional skill, and courtesy in the legal profession. Its first President was David B. Hill. Among the reforms in the legislation signed into law creating the association was the removal of the restrictions on the admission of women to the practice of law. In 1896, NYSBA proposed the first global means for settling disputes among nations, what is now called the Permanent Court of Arbitration in The Hague.

Member
Current

American Bar Association provides legal services. It provides law school accreditation, continuing legal education, legal information and other services to assist legal professionals. The firm has members which include judges, court administrators, law professors, and non-practicing attorneys. The company was founded on August 21, 1878 and is headquartered in Chicago, IL.

Career History
Partner
1977 - Current

Wachtell, Lipton, Rosen & Katz enjoys a global reputation as one of the world's leading business law firms. Their deep experience in the fields of mergers and acquisitions, strategic investments, takeovers and takeover defense, corporate and securities law, and corporate governance means that they regularly handle some of the largest, most complex and demanding transactions in the United States and around the world. They counsel both public and private acquirors and targets. They also have extensive experience handling sensitive investigation and litigation matters and corporate restructurings, and in counseling boards of directors and senior management in the most sensitive situations. In addition, their attorneys are thought leaders, speaking and writing frequently in their various areas of expertise.Wachtell Lipton is consistently ranked as the most prestigious and desirable law firm to work for in the United States, thus enabling the firm to attract associates and some of the most outstanding and motivated attorneys and law school graduates in the United States and from around the world.

Director & Vice President
Current

M3 Engineering & Technology Corp. provides architecture, engineering and construction management services. The firm's services include civil, structural, mechanical, plumbing, material handling, cost estimating, construction and project management. It has offices in Arizona, Charlotte, North Carolina, Hermosillo Mexico, Buenos Aires Argentina and is incorporated in Guatemala, Peru and Canada. The company was founded in 1986 and is headquartered in Tucson, AZ.

Boards & Committees
Co-Chairman, Executive Committee
1977 - Current

Wachtell, Lipton, Rosen & Katz enjoys a global reputation as one of the world's leading business law firms. Their deep experience in the fields of mergers and acquisitions, strategic investments, takeovers and takeover defense, corporate and securities law, and corporate governance means that they regularly handle some of the largest, most complex and demanding transactions in the United States and around the world. They counsel both public and private acquirors and targets. They also have extensive experience handling sensitive investigation and litigation matters and corporate restructurings, and in counseling boards of directors and senior management in the most sensitive situations. In addition, their attorneys are thought leaders, speaking and writing frequently in their various areas of expertise.Wachtell Lipton is consistently ranked as the most prestigious and desirable law firm to work for in the United States, thus enabling the firm to attract associates and some of the most outstanding and motivated attorneys and law school graduates in the United States and from around the world.

Member, Board of Directors
Current

YMCA GNY IS A COMMUNITY SVC ORGANIZATION WHICH PROMOTES POSITIVE VALUES THROUGH PROGRAMS THAT BUILD SPIRIT, MIND AND BODY, WELCOMING ALL PEOPLE, WITH A FOCUS ON YOUTH.(SEE SCH O)

Vice President & Director
Tenure Unconfirmed
Non-Profit Donations & Grants

Learn how non-profit organizations benefit from RelSci
$50K - $100K
2014

YMCA GNY IS A COMMUNITY SVC ORGANIZATION WHICH PROMOTES POSITIVE VALUES THROUGH PROGRAMS THAT BUILD SPIRIT, MIND AND BODY, WELCOMING ALL PEOPLE, WITH A FOCUS ON YOUTH.(SEE SCH O)

$25K - $50K
2013

YMCA GNY IS A COMMUNITY SVC ORGANIZATION WHICH PROMOTES POSITIVE VALUES THROUGH PROGRAMS THAT BUILD SPIRIT, MIND AND BODY, WELCOMING ALL PEOPLE, WITH A FOCUS ON YOUTH.(SEE SCH O)

$100K +
2013

Columbia University is one of the world's most important centers of research and at the same time a distinctive and distinguished learning environment for undergraduates and graduate students in many scholarly and professional fields. The University recognizes the importance of its location in New York City and seeks to link its research and teaching to the vast resources of a great metropolis. It seeks to attract a diverse and international faculty and student body, to support research and teaching on global issues, and to create academic relationships with many countries and regions. It expects all areas of the university to advance knowledge and learning at the highest level and to convey the products of its efforts to the world.

Political Donations
$2,600
2015

Minority Leader at Office of the Senate Minority Leader, Charles Schumer

$1,000
2011

The National Republican Senatorial Committee (NRSC) is the only national organization solely devoted to electing Republicans to the U.S. Senate. The NRSC provides invaluable support and assistance to current and prospective Republican U.S. Senate candidates in the areas of budget planning, election law compliance, fundraising, communications tools and messaging, research and strategy.

$2,400
2009

Minority Leader at Office of the Senate Minority Leader, Charles Schumer

Transactions
Details Hidden

Marsh & McLennan Companies, Inc. purchases Jardine Lloyd Thompson Group Plc

Details Hidden

Ferrero SpA, Ferrero International SA purchase Kellogg Co. /Keebler, Famous Amos & Fruit Snack Bus from Kellogg Co.

Details Hidden

EnCana Corp. purchases Newfield Exploration Co.

Awards & Honors
2012
The American Lawyer - Dealmaker of the Year
2001
The American Lawyer - Dealmaker of the Year
Best Lawyers - Best Lawyers in America
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