Jeffrey L. Kochian’s practice primarily focuses on public and private mergers and acquisitions (including private equity transactions) and other complex transactions. Mr. Kochian also advises fund clients on a variety of investments and related transactions.

Practice & Background

In addition, Mr. Kochian provides ongoing compliance and strategic advice to clients on a full spectrum of corporate matters, including corporate governance and ’34 Act issues. He also advises both domestic and foreign public companies on a variety of corporate matters, including joint ventures, corporate finance and securities offerings. Of late, he has advised several investment funds and companies in a series of high-profile activist matters.

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.

Mr. Kochian is recognized by Chambers USA: America’s Leading Lawyers for Business as a leading lawyer.

Representative Matters

Mr. Kochian’s recent representations include:

Mergers and Acquisitions

  • a NYSE-listed provider of loyalty and marketing solutions in its $2.3 billion acquisition of a NASDAQ-listed digital marketing company
  • a NYSE-listed utility holding company in the $1.6 billion acquisition of a natural gas utility company
  • a hedge fund-sponsored, Bermuda-based reinsurer in the sale of its operating assets to a group of investors
  • a NASDAQ-listed reinsurance company in connection with the $3.1 billion sale of the company
  • a NYSE-listed utility holding company in the $975 million acquisition of a gas utility and subsequent sale of a non-core asset included in that acquisition
  • a private equity fund in the $862 million sale of 19 student housing properties
  • a NASDAQ-listed insurance company in connection with a $3 billion merger, including responding to a competing tender offer and proxy contest
  • a global private equity fund in its acquisition of North America’s largest family of indoor water park resorts, a NASDAQ-listed company.  This high-profile transaction included a very public bidding war between our client and another private equity fund, where our client ultimately prevailed
  • a NASDAQ-listed global provider of broadband satellite networks and its private equity sponsor in its $2 billion sale to a NASDAQ-listed broadcast and satellite services company
  • a large health insurance company in a $6.4 billion merger with another large publicly traded health insurance company
  • a well-known family office in its $320 million investment in a publicly traded German bank
  • a real estate company in the sale of 35 hotel properties to a public U.S. hotel management company
  • 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
  • a publicly traded insurance company in connection with a $1.3 billion merger with a privately held insurance company
  • a private equity firm in its acquisition of a private logistics company and various “add-on” transactions
  • a Brazilian telecommunications company in its U.S. registration of an “incorporaçion” (under Brazilian law) with its parent company
  • 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

Investment Fund Transactions and Investments

  • a hedge fund as provider of third-party equity capital to a NYSE-listed investment firm in connection with its acquisition a broker-dealer
  • two hedge funds acting jointly in connection with their negotiation for seats on the board of directors of a NYSE-listed U.S. pipeline operator
  • a investment fund in its activist position in a NASDAQ-listed biotechnology company
  • a group of hedge funds in connection with their preferred investment in a NYSE-listed REIT
  • a private equity fund in connection with the on-going funding and investment in one of its public reporting portfolio companies
  • 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

Corporate Finance and Other Matters

  • a publicly-traded holding company in an innovative $100 million equity investment in the company by a Hong Kong private equity fund
  • a hedge fund in the formation of a Class IV Bermuda-based reinsurer and related fund-raising efforts
  • a well-known franchisor in a debt exchange of senior secured notes and credit and guaranty agreement in connection with the company’s restructuring
  • a hedge fund in connection with its investment in an automotive supplier following its emergence from bankruptcy
  • a NYSE-listed chain of grocers in a series of debt offerings

Awards & Accolades

  • Recommended by Legal 500 US in Corporate and Commercial: M&A Middle-Market (2016-2017).
  • Recognized by Chambers USA in Corporate M&A (2016-2017)

Speaking Engagements

  • “The Active Investor Perspective on How Boards Should Engage”, Financial Times Outstanding Directors Exchange Conference, October 2015
  • “Addressing Activist Shareholders”, Edison Electric Institute’s 2015 Spring Legal Conference
  • “Representing Activists”, The 13D Monitor Active-Passive Investor Summit, 2014-2017
  • “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 Annual Deal Maker’s Boot Camp Series.