Neil Whoriskey

Partner

New York
T: +1 212 225 2990
F: +1 212 225 3999
nwhoriskey@cgsh.com

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Neil Whoriskey is a partner at Cleary Gottlieb Steen & Hamilton LLP, currently based in the New York office. His practice focuses primarily on mergers and acquisitions. Mr. Whoriskey was resident in the firm’s Hong Kong office from January 2001 until July 2004.

Mr. Whoriskey's matters include representation of:
  • Open Text Corporation in its $1.165 billion acquisition of GXS Group, Inc.;
  • ABB in its $1 billion acquisition of Power-One, Inc.;
  • Scientific Games in its $1.5 billion acquisition of WMS industries, a NYSE-listed company;
  • The Raine Group in its investment in Important Media, LLC, a joint venture with Trey Parker and Matt Stone, the creators of the "South Park" television series and "The Book of Mormon" musical production;
  • Western Digital Corporation in its disposition of certain assets to Toshiba Corporation;
  • Goldman Sachs in its sale of Litton Loan Servicing;
  • ABB in its acquisition of Ventyx, Inc. from private-equity firm Vista Equity Partners;
  • BHP Billiton in connection with its $40 billion all-cash offer to acquire Potash Corporation of Saskatchewan;
  • Citigroup in its divestiture of Phibro LLC;
  • Nortel in the bankruptcy auction of its Enterprise Solutions Business;
  • Citigroup in its $15 billion public exchange offer;
  • Dexia in its sale of FSA, Inc. to Assured Guaranty Ltd.;
  • Evraz Group S.A. in its $4 billion acquisition of IPSCO, Inc. and simultaneous divestiture of certain of the purchased assets;
  • Citibank N.A. in its $1.4 billion acquisition of The Bisys Group Inc., an NYSE-listed provider of back office solutions, and simultaneous sale to J.C. Flowers & Co. of the insurance and retirement business of Bisys;
  • Evraz Group S.A. in its successful $2.3 billion public tender offer for Oregon Steel, Inc. and its successful public tender offer for Claymont Steel;
  • McDonald's Corporation in the disposition of its Latin American assets;
  • Electronic Arts in its investment in Neowiz, a Korean games publisher and distributor.

In Hong Kong, Mr. Whoriskey represented, among others, Daewoo Motors in its sale to General Motors; The Carlyle Group and JPMorgan Corsair in the sale of Koram Bank to Citibank; and AIG related funds and Newbridge Asia in their purchase of a controlling stake of Hanaro Telecom, a NASDAQ listed broadband company. Mr. Whoriskey also represented Newbridge Asia in its acquisition of a controlling stake in Shenzhen Development Bank, the first ever sale of control of a Chinese bank to foreign investors.

Mr. Whoriskey's recent publications include:
  • "Be Wary of the Path to the Business Judgment Rule," by V. Lewkow, E. Klingsberg and N. Whoriskey, The Harvard Law School Forum on Corporate Governance and Financial Regulation (July 11, 2013)
  • "Should Your Company Adopt a Forum Selection Bylaw?" by V. Lewkow, Julie Yip-Williams and N. Whoriskey, The Harvard Law School Forum on Corporate Governance and Financial Regulation (July 2, 2013)
  • "Golden Leashes, Honest Brokers, Risk Tolerances and Market Imperfections: Incentive Schemes for Nominees of Activist Investors," by N. Whoriskey, Harvard Law School Forum on Corporate Governance and Financial Regulation (June 5, 2013)
  • "Runaway MAC Carve-outs," by N. Whoriskey, Harvard Law School Forum on Corporate Governance and Financial Regulation (January 14, 2013) and Deal Lawyers (January 18, 2013)
  • "Vulcanizing Your Confi," by N. Whoriskey, republished The Harvard Law School Forum on Corporate Governance and Financial Regulation (May 2012)
  • "Special Committee Review After Southern Peru Copper," by N. Whoriskey, Bloomberg Law Reports: Corporate and M&A Law – Mergers & Acquisitions (March 22, 2012)
  • "Examining Data Points in Minority Buy-Outs: A Report From Practioners," by N. Whoriskey, E. Klingsberg & Suneela Jain, Delaware Journal of Corporate Law, Volume 36, Number 3 (2011)
  • "Attracting Private Investment in the Recapitalization of Banks – Regulatory Approaches in the United States," by N. Whoriskey, Law360 (October 7, 2011)
  • "The Vagaries of Minority Buyouts," by N. Whoriskey, The Deal (April 14, 2011)
  • "Tips for PE Firms Participating in Stalking Horse Auctions," by N. Whoriskey, Deal Lawyers (March 9, 2011)
  • "Left at the Altar: Creating Meaningful Remedies for Target Companies" by V. Lewkow and N. Whoriskey, The M&A Lawyer, Volume 11 Number 9 (2007)
  • "Unisuper Ltd. v. News Corp. – Shareholder Primacy and Shareholder Votes as Contractual Assent" by N. Whoriskey, The M&A Lawyer, Volume 10 Number 4 (2006), Securities Litigation Report, Volume 3 Number 4 (2006)
  • "Arbitrage in an M&A Context – Issues Raised by the Mylan Case" by N. Whoriskey, The M&A Lawyer, Volume 9 Number 4 (2005)
  • "Taking Foreign Issuers Private" by N. Whoriskey, The M&A Lawyer, Volume 9 Number 1 (2005)

Mr. Whoriskey received an undergraduate degree from Cornell University and a J.D. degree from Cornell Law School, where he was an Articles Editor of the Cornell Law Review. He began work at the firm in 1991 after having worked for one year as a stagiaire with the law firm of Uría & Menéndez in Madrid, Spain. He became a partner in 2000. Mr. Whoriskey is a member of the Bar in New York and is fluent in Spanish.

Education

  • Cornell Law School
    (J.D., 1990)
  • Cornell University
    (B.A., 1985)

Bar Admissions

New York - April 16, 1992

Languages

  • Spanish

Areas of Law

Industries