Jeffrey L. Kochian’s practice focuses on public and private mergers and acquisitions (M&A), including private equity transactions.

Practice & Background

Mr. Kochian also advises both domestic and foreign public companies on a variety of corporate matters, including joint ventures, corporate finance and securities offerings, and corporate governance issues. In addition to transactional matters, he provides ongoing compliance and strategic advice to clients on a full spectrum of corporate matters, including corporate governance and ’34 Act issues.

Mr. Kochian has represented U.S. and foreign issuers in a variety of capital markets transactions.

Mr. Kochian received his B.A. in 1990 from the University of Rochester and his J.D. magna cum laude in 1998 from Cornell Law School, where he was an editor of the Cornell Law Review and a member of the Order of the Coif.

Representative Matters

Mr. Kochian’s recent representations include representing:

Public M&A

  • a publicly traded reinsurance company in connection with the $3.1 billion sale of the company
  • a public utility holding company in the $975 million acquisition of a gas utility
  • a publicly traded insurance company in connection with a $3 billion merger, including responding to a competing tender offer and proxy contest
  • a large health insurance company in a $6.4 billion merger with another large publicly traded health insurance company
  • a private equity fund in its $320 million investment in a publicly traded German bank
  • the board of directors of a perfume manufacturer in the successful defense of an attempted hostile takeover by one of the company’s competitors
  • a satellite company in the sale by its parent company to a private equity firm
  • a large cable television provider in the implementation of a “rights plan” designed to penalize any stockholder that takes an action that may increase the company’s risk under Section 382 of the Internal Revenue Code
  • a large cable television provider in two multi-billion dollar exchange offers

Cross-border M&A

  • a publicly traded insurance company in connection with a $1.3 billion merger with a privately held insurance company
  • a foreign investment fund in (1) its acquisition of a minority stake in a U.S. stock exchange conducted via a tender offer for a third party (a foreign stock exchange) and (2) an investment by the U.S. stock exchange in a subsidiary of the foreign fund, a newly formed international exchange
  • a Brazilian telecommunications company in its U.S. registration of an incorporaçion with its parent company under Brazilian law
  • a Brazilian telecommunications company in a tender offer for any and all of the preferred shares of its subsidiary
  • a Mexican company in the sale of its appliance manufacturing division to a large U.S. appliance manufacturer
  • a publicly traded cosmetics company in its sale of certain assets in Asia

Private M&A

  • a hedge fund in a $500 million private placement that launched a Bermuda-based reinsurer, and the subsequent sale of the reinsurer to an investor group one year later
  • a private equity firm in its acquisition of a private logistics company and various “add-on” transactions
  • a real estate company in the sale of 35 hotel properties to a public U.S. hotel management company
  • a trade show company in the sale of its fashion tradeshow business to a private equity firm
  • an alternative energy company in its investment in a U.S. entity that owns oil exploration licenses in Australia.

Speaking Engagements

  • “Representing Activists”, The 5th Annual Active-Passive Investor Summit, April 2014
  • “Identifying Targets and Choosing the Best Strategy for an Activist Campaign”, The Activist Investor Conference, 2014
  • “Regulatory Update on the SEC’s Proposed Proxy Access Rules and other Regulatory/Legislative Issues”, NASDAQ OMX Webinar
  • “The Practical Impact of the Recent Delaware General Corporation Law Amendments”, Thomson Reuters’ Webinar
  • “Introduction to Legal Issues in M&A Transactions for Young Private Equity and Investment Banking Professionals”, Akin Gump’s Deal Maker’s Boot Camp.