Patrick J. Dooley’s practice centers on providing advice to investment fund and corporate clients in complex advisory and transactional matters.
Mr. Dooley provides trading and compliance advice with respect to publicly traded securities positions, including insider trading, proxy contests, tender offers, ‘group’ issues and shareholder activism. He also provides advice on fiduciary issues to shareholders and directors of public and private companies.
Mr. Dooley has extensive experience in public and private acquisition transactions, including negotiated and unsolicited transactions, as well as in representing investment groups and issuers in private equity and capital markets matters.
Public M&A
Mr. Dooley’s recent public merger and acquisition representations include representing—
- a publicly traded insurance company in connection with a $3 billion merger, including responding to a competing tender offer and proxy contest
- corporate client Great Atlantic & Pacific Tea Company in connection with a $175 million preferred stock investment from investment funds and a related $260 million 144A bond offering
- Russian cellular operator VimpelCom in its $23 billion combination with Kievstar and its $4.3 billion tender offer for Golden Telecom, Inc.
- a U.S. hedge/private equity fund as an equity investor in the $4 billion acquisition of Laureate Education, Inc.
Special Committee Transactions
Mr. Dooley also advises boards of directors and special committees on fiduciary and related issues. Examples of transactions where he has provided advice to special committees include—
- Symbion, Inc., in its $500 million acquisition by private equity funds
- CNL Retirement Properties, Inc. in its $5.3 billion merger with Health Care Properties Investors
- Vermont Teddy Bear, Inc. in connection with its acquisition by private equity firms and senior management
International M&A
Mr. Dooley has provided advice on a variety of international merger and acquisition and cross-border transactions, including joint ventures and other transactions in Brazil, Chile, Guatemala, Japan, Korea and Mexico. Examples of his international representations include—
- U.S. private equity funds in connection with the €1.6 billion acquisition and subsequent resale to Telekom Austria of Mobiltel, the largest wireless telecom operator in Bulgaria
- OAO Lukoil, one of the world’s largest oil companies, in the first-ever acquisition by a Russian company of a public company in the United States.
Advice to Investment Funds
Mr. Dooley also provides trading and general advice to investment funds including—
- internal and external compliance matters
- insider trading and anti-manipulation law and regulation
- reporting and disclosure obligations under the federal securities laws
- issues associated with activist investing.
Mr. Dooley speaks regularly at conferences and client seminars on a variety of topical subjects, including insider trading, fiduciary duties, public M&A and private equity.