Mergers and Acquisitions Continued Unsolicited Transactions and Contests for Corporate Control Private Equity Skadden is well-known for its representation of bidders, targets, boards of directors, shareholders and financial advisors in unsolicited (“hostile”) transactions and contests for corporate control, including in connection with tender offers and proxy fights. Skadden has been involved in contested takeovers and proxy contests since the firm’s earliest years, and we are recognized as a leader in the area. Over the last several decades and through the present we have represented principals in many of the most notable corporate fights around the world. Skadden has for many years represented a broad range of clients, including private equity firm sponsors, financing sources, target companies and special committees and management teams, in leveraged buyout and other private equity transactions. Our private equity practice is global, representing private equity sponsors and other transaction participants in all of our major offices in North America, Asia-Pacific and Europe.

We also have represented numerous target companies, boards of directors and special committees in leveraged buyout transactions. Corporate Counseling and Governance Restructuring and Recapitalization Skadden regularly counsels companies in connection with corporate governance, takeover preparedness and other corporate matters that do not involve any pending transaction. We provide advice in a broad range of areas, including directors’ duties and responsibilities, board and committee structures, corporate preparedness and contingency planning, “anti-takeover” charter and by-law provisions and rights plans, and director indemnification, severance and change-incontrol compensation arrangements. Skadden has represented a broad range of clients in various types of restructurings and recapitalizations. A continuing aspect of today’s M&A activity is the focus on internal corporate restructurings, including spin-offs and split-offs, and other techniques for refocusing value.

We have significant experience in this area, bringing to bear the firm’s knowledge in tax, employee benefits, banking and finance, and other practice areas that are critical to such transactions. We also have a substantial background in representing clients in connection with acquisitions of financially troubled companies or their operations or assets. These transactions may be pursued within or outside a bankruptcy proceeding. The blending of our M&A practice with skills in restructuring and bankruptcy reorganization is often critical in these transactions. 3  Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates .