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RICHARD F. LANGAN, JR.

Richard Langan is known for his extensive experience in domestic and cross-border corporate transactions, including public and privately negotiated mergers and acquisitions, joint ventures and strategic alliances, capital markets transactions, leveraged buyouts and other private equity transactions, corporate restructurings and corporate governance. He previously served as Nixon Peabody’s managing partner and CEO.

When not in the office, Dick can be found taking the rust off his soccer skills at Pier 40 in Manhattan, picking himself up from Vermont ski slopes or defending a volleyball spike on a Long Island beach.

What do you focus on?

My focus is on advising companies and private equity firms in transforming their businesses and portfolios. Recently, I have led legal teams handling innovative transactions for leading players in the technology, media and telecom, transportation and infrastructure, consumer products including wine and spirits, energy and cleantech and health care and life sciences industries.

Mergers and Acquisitions, including Private Equity

I regularly represent Fortune 500 companies, private equity firms, global banking and financial institutions and multinational corporations. Most recently, I worked on a highly successful transaction with an industry leader in media on an acquisition that solidified the company’s position as one of the largest owners of major network affiliates, nearly doubling their television operations nationally. An M&A transaction I handled for an investment management company was recognized by The Daily Deal as the Deal of the Year in connection with its sale to a hedge fund.

Capital Markets

I represent clients on capital market transactions in the domestic and international securities markets, including public offerings and private distributions of equity and high grade and high yield debt securities, Rule 144A and Regulation S distributions, exchange offers, consent solicitations and financial restructurings. These financings often provide innovative capital expansion solutions.

What do you see on the horizon?

Increased confidence and focus on growth are spurring deal activity, while compliance, due diligence and process management concerns require deal teams to be disciplined.

Representative Work

Mergers and Acquisitions

  • Arrow International, Inc. on its acquisition of Kontron Instruments, Inc., the implantable pump business of Pfizer Inc., and the cardiac assist business of C.R. Bard, Inc.
  • Constellation Brands on its $1.58 billion tender offer for and acquisition of Vincor International Inc. and its Corona Beer joint venture with Grupo Modelo S.A. de C.V.
  • Corning Incorporated on its $4.0 billion acquisition of the optical components business of Perelli S.p.A., its $2.0 billion acquisition of NetOptix Corporation, and its sales of the European consumer products, Serengeti sunglass, and Corning Franklin Health divisions.
  • Dynamics Research Corporation on the tender offer for the company by Engility Corporation.
  • Gannett Co., Inc. on its $2.6 billion cash tender offer for and merger with Central Newspapers, Inc., its $2.2 billion acquisition of Belo Corp., and its acquisitions of Point Roll, Inc. and Mobestream Media Inc.
  • JetBlue Airways Corporation on its acquisition of LiveTV LLC.
  • LG&E Energy Corp. on its $140 million purchase of a controlling interest in Distribuidora de Gas del Centro S.A. (Argentina) and a minority interest in Distribuidora de Gas de Cuyana S.A. (Argentina) from Sideco Americana S.A.
  • Market News International, Inc. on its sale to Xinhua Finance Limited.
  • Mitsui O.S.K. Lines, Ltd. on its strategic alliance with Brookfield Asset Management Inc. in the container terminal business, including the sale of a 49% in asset in MOL’s Los Angeles and Oakland container terminal.
  • Palm Bay International, Inc. on the sale of its interest in the Skinny Girl Margarita business, the sale of its interest in 901 Tequila and the sale of its interest in Voli Vodka.
  • ProCure Treatment Centers, Inc. on the sale of its Chicago proton therapy cancer treatment business to Cadence Health.
  • PSINet Inc. on its $2.1 billion acquisition of Metamor Worldwide, Inc., its $240 million acquisition of OC-48 fiber optic telecommunications capacity from IXC Communications in exchange for a 20% common stock position, its $720 million acquisition of Transaction Network Services, Inc., its tender offer for and amalgamation with iStar Canada, and its sale of PSINet Japan Inc. to Cable and Wireless PLC.
  • Sydsvenska Dagbladets AB on the sale of Acrotec AB to Baldwin Technology Company, Inc.
  • Tiffany & Co. on its disposition of Little Switzerland Inc.
  • W.P. Stewart on the tender offer for the company by Alliance Bernstein.
  • Xerox Corporation on its $415 million acquisition of Intelligent Electronics, Inc.

Public Offerings

  • ACC Corp. on its $52 million common stock offering underwritten by Morgan Stanley.
  • Arrow International, Inc. on its initial public offering and $114 million common stock offering underwritten by Morgan Stanley.
  • Barnes Group Inc. on its $200 million Rule 144A convertible note offerings led by Banc of America Securities.
  • Choice One Communications on its $165 million initial public offering underwritten by Morgan Stanley.
  • Constellation Brands on its $700 million note offering underwritten by Citi and JPMorgan.
  • Eaton Vance Corp. on its $500 million offering of debt securities underwritten by Citi and Merrill Lynch.
  • ePlus Inc. on its $79 million secondary offering of common stock underwritten by Stifel and William Blair.
  • Gannett Co., Inc. on its $1.25 billion offerings of debt securities by JP Morgan and Citigroup; its $600 million offering of debt securities by JP Morgan and Citigroup; its $1.8 billion offerings of debt securities underwritten by Bank of America Securities, Bank One Capital Markets, and JP Morgan; its $500 million offering of debt securities underwritten by Barclays Capital; its $1.25 billion offerings of debt securities underwritten by Banc of America Securities, Barclays Capital, and JP Morgan; and its $1.0 billion convertible debt offering underwritten by Citi.
  • JetBlue Airways Corporation on its $122 million follow-on common stock offering underwritten by Morgan Stanley, Raymond James, and Blaylock & Partners, its $250 million public offering of convertible debt securities underwritten by Morgan Stanley, Merrill Lynch, UBS Investment Bank, and Blaylock & Partners, and its $175 million Rule 144A offering of convertible debt securities.
  • Placer Sierra Bancshares on its $132 million initial public offering underwritten by Friedman Billings Ramsey, Keefe, Bruyette & Woods and RBC Capital Markets.
  • PSINet Inc. on its initial public offering and $625 million of public stock offerings, $1.3 billion of Rule 144A offerings of preferred stock, and $3.3 billion of Rule 144A and Regulation S offerings of debt securities.
  • Wilmington Trust Corporation on its $200 million offering of debt securities underwritten by JP Morgan and Merrill Lynch & Co., and its $150 million At The Marketsm public offering of common stock through Merrill Lynch & Co.

Publications

  • “Technology,” Successful Partnering Between Inside and Outside Counsel,” 2013 (with Scott Wornow of Atmel Corp.).
  • “Confidentiality Agreements—It’s the Tone and the Details that Matter,” BNA Securities Regulation & Law Report, 2011.
  • “When Management Talks to PE,” Corporate Dealmaker, 2007.
  • “Contractual Complexities Surrounding Syndicated Buyouts,” Financier Worldwide, 2005.
  • “Pre-IPO Planning After Sarbanes-Oxley,” IPO Planner, 2005.
  • “The Top 10 Legal and Regulatory Issues in Fundraising,” Venture Capital Journal, 2005.
  • “SEC Adopts Final Rule Relating to Analyst Certification,” FinaLaw Links, 2003.
  • “Integrated Disclosure Requirements of the Federal Securities Laws” and “Public Financing,” Transactional Lawyer’s Deskbook: Advising Business Entities, 2001.
  • “Aircraft Carrier Release Catapults Registration Reforms,” Securities Regulatory Update, BNA, 1998.
  • “Integrated Disclosure System” and “Public Financing,” New York and Delaware Business Entities: Choice, Formation, Operation, Financing & Acquisitions, 1997.

Recent Presentations

  • “Reporting under the Securities Exchange Act,” Practising Law Institute, 2013.
  • “Insiders and Affiliates Under Sections 13(d) and 16 of the Securities Exchange Act,” Practising Law Institute, 2012
  • “Periodic Reporting Under the Securities Exchange Act,” Practising Law Institute, 2011
  • Webinar: "Trends in Material Adverse Change (MAC) Clauses," Nixon Peabody, 2011
  • “Insiders and Affiliates—Section 16, Resales and Other Securities Laws,” Practising Law Institute, 2011
  • Reporting Under the Exchange Act," Practising Law Institute, 2010
  • "Leading Law Firms - Successful Business Strategies in a Global Economy,“ Sandpiper Partners LLC, 2010
  • "Securities Reporting Best Practices," New York City Bar, 2010
  • The USA M&A Market and the Role of International Lawyers in Cross-Border Transactions,” Lexis Nexis, 2009
  • “The Integrated Disclosure System, Registration and Periodic Reports Under the Securities Exchange Act of 1934,” Practicing Law Institute, 2009
  • "The U.S. M&A Market and Deal Management in Cross-Border Transactions," Global CEO for China Program, Harvard Business School, 2009
  • “Securities Reporting Best Practices,” New York City Bar, 2009
  • "The U.S. M&A Market and The Role of International Lawyers in Cross-Border Transactions" and "Legal Aspects of Strategies, Tactics and Deal Structures," China Outbound Investment, Beijing, 2009
  • “2009 Legal Market - How the Acquisition and Lateral Landscape Have Been Altered,” Sandpiper Partners LLC, 2009
  • “Reporting Under the Exchange Act,” Practicing Law Institute, 2008
  • “Tales from the Road,” Private Equity Analyst. 2007
  • “Disclosure Requirements Under the Exchange Act,” Practising Law Institute, 2007
  • “Securities Regulation & Enforcement - Views from the Sources,” Association of the Bar of the City of New York, 2007
  • “Periodic Reports Under the Securities Exchange Act,” Practising Law Institute, 2007
  • “Auctions: Going Once, Going Twice,” Private Equity Analyst, 2006
  • “The New Deal: Strategic Buyers and Private Equity Firms Working Together,” Private Equity Analyst, 2006
  • “The Integrated Disclosure System, Registration and Periodic Reports under the Securities Exchange Act of 1934,” Practising Law Institute, 2006
  • “Securities Regulation & Enforcement—Views from the Sources,” Association of the Bar of the City of New York, 2006
  • “Fundamental Deal Terms Governing Risk Allocation in M&A Transaction,” Web-based seminar hosted by Nixon Peabody LLP, 2006
  • “Securities Regulators: Views from the Sources,” Association of the Bar of the City of New York, 2006
  • “How to Be a Good ‘Corporate Citizen’: Rising to the Challenge of Citizenship Reporting,” American Conference Institute, 2006
  • “Drilling Down: Seasoned/Unseasoned Issuers and Voluntary Filers Doing Offerings After the ’33 Act Reform,” TheCorporateCounsel.net, 2005
  • “The Club Deal Phenomenon,” Private Equity Analyst, 2005
  • “Taking Advantage of Innovations in Deal Financing,” Private Equity Analyst, 2005
  • “Reporting Under the Exchange Act,” Practising Law Institute, 2005
  • “Challenges to the Attorney-Client Privilege and Work Product Protection from Sarbanes-Oxley Section 404 Internal Control Reviews and Audit Inquiries,” Edison Electric Institute, 2005
  • “How the Buy Side Can Prepare for Upcoming Compliance Issues Related to Soft Dollars and Trade Allocation,” TradeTech, 2005
  • “Cross-Border M&A Considerations,” Ministry of Economic Affairs, Republic of China, 2001
  • “Recent Developments Concerning Audit Committees,” Association of the Bar of the City of New York, 2001
  • “Key Issues Facing the Board of Directors,” Directors’ Roundtable, 2001

Media Clips

  • Wary M&A Buyers Up Use Of Performance-Based MAC Clauses
    Mergers & Acquisitions Law 360 | October 22, 2012

    Boston partner and leader of the firm’s Global Business & Transactions practice David Martland and New York City Securities partner Dick Langan discuss the results of the firm’s eleventh annual MAC survey, which explores trends in the use of material adverse change clauses in M&A deals.

  • Survey Results Show Upswing in MAC Clauses
    Mergers & Acquisitions | October 6, 2011

    This feature story highlights the results of the firm’s 2011 MAC Survey, which provides insights on a range of issues including the structure of MAC (“material adverse change”) provisions and MAC exceptions. New York City public companies transactions partner Dick Langan, one of the survey’s leaders, provides commentary throughout the piece.

  • Survey Results Show Upswing in MAC Clauses
    Mergers & Acquisitions | October 6, 2011

    This feature story highlights the results of the firm’s 2011 MAC Survey, which provides insights on a range of issues including the structure of MAC (“material adverse change”) provisions and MAC exceptions. New York City public companies transactions partner Dick Langan, one of the survey’s leaders, provides commentary throughout the piece.

  • . . . View all . . .
  • Confidentiality Agreements—It’s the Tone and the Details that Matter
    BNA Securities Regulation & Law Report | October 3, 2011

    This article, authored by New York City Public Companies Transactions partner Dick Langan, addresses the approach to the negotiation of confidentiality agreements and how they can set the tone for the rest of the M&A transaction.

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Richard F. Langan