Victor I. Lewkow

Partner

New York
T: +1 212 225 2370
F: +1 212 225 3999
vlewkow@cgsh.com

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Victor I. Lewkow is a partner based in the New York office.

Mr. Lewkow's practice focuses on public and private merger and acquisition transactions. He also advises corporations and their boards regarding governance issues and the fiduciary duties of directors.

Mr. Lewkow has been named a "Dealmaker of the Year" by The American Lawyer. Mr. Lewkow is consistently listed as one of the leading merger and acquisition lawyers by Chambers Global and Chambers USA, which list him in Band 1 and has quoted clients as stating that he "dominates a matter – he takes control and makes it happen," he "gets right to the heart of a deal," "is 'terrific' to work with" and has "great judgment." The Legal 500 U.S. lists him as one of its twenty-two "Leading Lawyers" in M&A and has quoted clients as saying that he is "a tremendous lawyer, with great M&A experience. He has amazing judgment – second to none. You want him on your side in a negotiation." Mr. Lewkow is similarly listed as one of the leading merger and acquisition lawyers by numerous other publications including Euromoney's Guide to the World's Leading Mergers and Acquisitions Lawyers, The International Who's Who of Business Lawyers, IFLR, PLC Which Lawyer? Yearbook and The Best Lawyers in America.

Mr. Lewkow is also regularly recognized as one of the leading corporate governance lawyers by various publications including Euromoney's Best of the Best USA and its Guide to the World's Leading Corporate Governance Lawyers, The International Who's Who of Business Lawyers and PLC Which Lawyer? Yearbook. He is also one of America's leading lawyers according to Lawdragon 500.

Mr. Lewkow's matters include the representation of:
  • Actavis in its $66 billion white knight acquisition of Allergan

  • Medtronic in its $42.9 billion acquisition of Covidien

  • The Board of Directors and Special Committee of National Financial Partners in the $1.3 billion sale of NFP to affiliates of Madison Dearborn Partners

  • GlaxoSmithKline in its unsolicited tender offer to acquire Human Genome Sciences and the resulting negotiated acquisition for $3.6 billion on an equity basis

  • Conversus Capital L.P. in the sale of its portfolio of PE fund interests to an affiliate of HarbourVest Partners LLC for $1.4 billion, distributed to publicly-listed Conversus’s unitholders

  • Oriental Financial Group in its acquisition of BBVA’s Puerto Rico operations for $500 million

  • Google in its $12.5 billion acquisition of Motorola Mobility

  • Alpha Natural Resources in its $8.5 billion stock and cash acquisition of Massey Energy Company

  • BHP Billiton in connection with its $40 billion all-cash offer to acquire Potash Corporation of Saskatchewan

  • Barclays Capital in the purchase of Lehman Brothers' U.S. and Canadian investment banking and capital markets businesses

  • XL Capital in its redomestication from the Cayman Islands to Ireland through a Scheme of Arrangement

  • The Hartford Financial Services Group in connection with a $2.5 billion capital investment by Allianz

  • TPG Capital in its investment in Armstrong World Industries

  • LS Cable in its $1.1 billion acquisition of Superior Essex through a cash tender offer

  • Hewlett-Packard in its $13.9 billion acquisition of EDS

  • GlaxoSmithKline in its acquisitions of a number of publicly-traded companies including Sirtris Pharmaceuticals, Praecis Pharmaceuticals, CNS and Corixa

  • SABMiller in its joint venture with Molson Coors Brewing Company to combine their U.S. operations

  • Medtronic, Inc. in its $3.9 billion acquisition of Kyphon

  • Banco Bilbao Vizcaya Argentaria (BBVA) in its $9.1 billion stock and cash acquisition of Compass Bancshares

  • Euronext NV in its merger-of-equals with NYSE Group Inc. to create the first transatlantic securities exchange company

  • Capital One Financial in its $14.6 billion acquisition of North Fork Bancorporation and its $4.8 billion acquisition of Hibernia Corporation

  • Breeden Partners L.P., headed by former SEC Chairman Richard Breeden, in its successful proxy contest to elect three directors of H&R Block

  • Doral Financial Corporation in its recapitalization involving the issuance of 90% of Doral's common stock to a newly-formed bank holding company established by a number of private equity, hedge fund and other institutional investors

  • PeopleSoft in responding to Oracle's unsolicited tender offer and in the negotiation of PeopleSoft's acquisition at a price 65% above Oracle's initial bid

  • Kroll in its acquisition by Marsh & McLennan

  • HSBC in its acquisitions of Household International, Republic New York Corporation and Bank of Bermuda

  • South African Breweries plc in its acquisition of Miller Brewing to create SABMiller

  • Synopsys Inc. in its acquisitions of Avant! Corporation and Numerical Technologies

  • Sensormatic Electronics in its sale to Tyco.

Mr. Lewkow also frequently represents major investment banking firms acting as financial advisors to acquirors or target companies.

Mr. Lewkow is a regular speaker at the Tulane Corporate Law Institute, the leading annual seminar for U.S. merger and acquisition lawyers, and was one of the Institute’s Chairs from 2008 to 2011. Mr. Lewkow has taught mergers and acquisitions as an Adjunct Professor at New York University School of Law and has also been a guest lecturer at Harvard, Yale and the University of Pennsylvania Law Schools.

Mr. Lewkow is widely published on merger and acquisition, fiduciary duty and corporate governance topics and he is a member of the Editorial Advisory Board of The M&A Lawyer. He is the author of the Corporate and Securities Law chapter in the Manual of Foreign Investment in the United States, Third Ed. 2004.

He is also the author or co-author of numerous articles, including most recently:
  • "Forum Selection Clauses in the "Foreign" Court," The Wall Street Lawyer, April 2014;

  • "Be Wary of the Path to the Business Judgment Rule," The Harvard Law School Forum on Corporate Governance and Financial Regulation, July 2013;

  • "Should Your Company Adopt a Forum Selection Bylaw?" The Harvard Law School Forum on Corporate Governance and Financial Regulation, July 2013;

  • "Independent Directors - Will You Know Them When You See Them?" Who’s Who Legal Corporate Governance, June 2013;

  • "Selected Issues for Boards of Directors in 2013," The Harvard Law School Forum on Corporate Governance and Financial Regulation, January 2013;

  • "The El Paso/Kinder Morgan Opinion: Further Delaware Guidance on Investment Banker Sell-Side Conflicts," The M&A Lawyer, April 2012;

  • "Preparing for "Proxy Access" Shareholder Proposals," The Harvard Law School Forum on Corporate Governance and Financial Regulation, October 2011;

  • "Air Products v. Airgas: Poison Pills and 'Just Saying No,'" The M&A Lawyer, March 2011; and

  • "Who's the Boss? The Role of Boards and Shareholders in U.S. M&A Transactions," Who's Who Legal, March 2011.

Mr. Lewkow joined the firm in 1973 and became a partner in 1982. He received his J.D. degree, magna cum laude, in 1973 from the University of Pennsylvania Law School, where he was Comment Editor of the Law Review. Mr. Lewkow received his B.A. degree from the State University of New York at Binghamton.

Mr. Lewkow is a member of the Bar in New York and is admitted to practice before the U.S. Supreme Court, the U.S. Court of Appeals for the Second Circuit, and the U.S. District Courts for the Southern and Eastern Districts of New York.

Honors and Distinctions

The American Lawyer - Dealmaker of the Year.

Chambers Global - Corporate/M&A: United States.

Chambers USA - Corporate/M&A.

IFLR 1000: The Guide to the World’s Leading Law Firms - Mergers and Acquisitions.

Euromoney's Best of the Best USA - Corporate Governance.

Euromoney's Expert Guides - Mergers & Acquisitions. Corporate Governance.

The International Who's Who of Business Lawyers
- Mergers & Acquisitions. Corporate Governance.

The Best Lawyers in America - Banking and Finance. Mergers & Acquisitions.

The Legal 500 U.S. - M&A: Mega-Deals.

PLC Which Lawyer? Yearbook - Mergers & Acquisitions. Corporate Governance.

Education

  • University of Pennsylvania Law School
    (J.D., 1973)
  • State University of New York at Binghamton
    (B.A., 1970)

Bar Admissions

New York - 1974

Areas of Law

Industries

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