Cravath’s New York Office Moves to Two Manhattan West
Daniel J. Cerqueira focuses his practice on mergers and acquisitions, corporate governance, activist defense and general corporate matters. Mr. Cerqueira’s clients have included AerCap, Altra, AmerisourceBergen, Ashland, Biogen, Blue Current, Brookfield Asset Management, Buckeye Partners, Cincinnati Bell, Disney, DRI Capital, FS Investments, GreenSky, Hasbro, Hertz, Hibu Group, IBM, Illumina, Occidental Petroleum, Pinnacle Foods, RedHill Biopharma, SMBC Aviation Capital, Southwest Gas, Starwood Hotels and Univision.
Mr. Cerqueira’s notable transactions include representing:
-
Disney in its $85 billion acquisition of 21st Century Fox, overcoming an interloper bid by Comcast to its original $66 billion agreement, and ESPN’s strategic alliance with PENN Entertainment to launch ESPN BET;
- Paramount’s special committee in the pending $28 billion merger with Skydance;
- Illumina in its $8 billion acquisition and subsequent spin‑off of GRAIL;
-
DRI Capital in the acquisition of a synthetic royalty interest in the worldwide sales of sebetralstat and related equity investment in KalVista Pharmaceuticals, the acquisition from Editas Medicine of payment streams based on the Cas9 gene editing technology for CASGEVY, the expansion of its royalty interest in Omidria, its acquisition of a royalty interest in Orserdu from Eisai, its acquisition of a second royalty interest in Orserdu from Radius Health and the $210 million sale of its TZIELD royalty interest to Sanofi;
- Hasbro in the sale of its eOne film and TV business to Lionsgate;
- RedHill Biopharma in its agreement with HealthCare Royalty to extinguish its debt obligations in exchange for Movantik;
- Altra in its $5 billion acquisition by Regal Rexnord and its $3 billion combination with four operating companies from Fortive’s Automation and Specialty platform;
-
IBM in its acquisitions of Randori, ReaQta, McD Tech Labs from McDonald’s, and BoxBoat and the sale of its marketing platform and commerce software offerings to Centerbridge;
- SMBC Aviation Capital in its $6.7 billion acquisition of Goshawk Aviation;
- GreenSky in its $2.24 billion acquisition by Goldman Sachs;
- Hibu Group in the sale of its U.S. business to H.I.G. Capital;
- Univision in its sale of a majority stake to Searchlight and ForgeLight;
- Cincinnati Bell in its $2.9 billion acquisition by Macquarie Infrastructure;
- Viacom’s transaction committee in the $30 billion merger with CBS;
- Buckeye Partners in its $10.3 billion acquisition by IFM and the $975 million sale of its 50% interest in VTTI to Vitol and IFM;
- Occidental Petroleum in its $57 billion acquisition of Anadarko, topping Anadarko’s original agreement with Chevron, the $8.8 billion sale of Anadarko’s African assets to Total and the $10 billion investment by Berkshire Hathaway;
- FS Investments in the transition of the management of its business development company (BDC) platform to investment advisory partnerships with EIG Global Energy Partners and KKR;
- Brookfield Asset Management in its $3.8 billion acquisition of a controlling stake in TerraForm Power and its $1.3 billion acquisition of TerraForm Global;
- D+H in its C$4.8 billion sale to Vista Equity Partners;
- Biogen in its $1.25 billion settlement and license agreement with Forward Pharma;
- Starwood Hotels in its $13.3 billion sale to Marriott International and in connection with a competing, unsolicited acquisition proposal from a consortium consisting of Anbang Insurance Group, J.C. Flowers & Co. and Primavera Capital;
- Lindsay Goldberg in its sale of PAE to Platinum Equity;
- BDT Capital Partners in its acquisition of a majority interest in Alliance Laundry Systems from Ontario Teachers’ Pension Plan;
- AmerisourceBergen in its $2.5 billion acquisition of MWI Veterinary Supply; and
- AerCap in its $28 billion acquisition of International Lease Finance from AIG.
Mr. Cerqueira has also represented numerous companies in defending against hedge fund activism. Notable examples include representing:
- ARIAD Pharmaceuticals in the adoption of its shareholder rights plan and in its settlement agreement with Sarissa Capital;
- Ashland in its proxy contest and subsequent settlement agreement with Cruiser Capital;
- Disney in its support agreement with Third Point and its successful proxy contests against Trian and Blackwells;
- Hasbro in its successful proxy contest against Alta Fox Capital;
- Hertz in the adoption of its shareholder rights plan in response to an activist investor reported to be Carl Icahn;
- Illumina in its proxy contest against Carl Icahn; and
- Southwest Gas in its proxy fight and settlement agreement with, and its response to an unsolicited tender offer from, Carl Icahn.
Mr. Cerqueira was named an M&A “Rising Star” by The Deal in 2021 and has been recognized for his work in mergers and acquisitions by IFLR1000 and for his work in activism defense by The Legal 500 US. Lawdragon has included Mr. Cerqueira among the “500 Leading Dealmakers in America” and the “500 X – The Next Generation.”
Mr. Cerqueira is from Mansfield, Massachusetts. He received a B.A. from Cornell University in 2010, where he was elected to Phi Beta Kappa, and a J.D. magna cum laude from Harvard Law School in 2013, where he was a Submissions Editor and an Executive Editor of the Business Law Review.
Mr. Cerqueira joined Cravath in 2013 and was elected a partner in 2020.
Mr. Cerqueira’s notable transactions include representing:
-
Disney in its $85 billion acquisition of 21st Century Fox, overcoming an interloper bid by Comcast to its original $66 billion agreement, and ESPN’s strategic alliance with PENN Entertainment to launch ESPN BET;
- Paramount’s special committee in the pending $28 billion merger with Skydance;
- Illumina in its $8 billion acquisition and subsequent spin‑off of GRAIL;
-
DRI Capital in the acquisition of a synthetic royalty interest in the worldwide sales of sebetralstat and related equity investment in KalVista Pharmaceuticals, the acquisition from Editas Medicine of payment streams based on the Cas9 gene editing technology for CASGEVY, the expansion of its royalty interest in Omidria, its acquisition of a royalty interest in Orserdu from Eisai, its acquisition of a second royalty interest in Orserdu from Radius Health and the $210 million sale of its TZIELD royalty interest to Sanofi;
- Hasbro in the sale of its eOne film and TV business to Lionsgate;
- RedHill Biopharma in its agreement with HealthCare Royalty to extinguish its debt obligations in exchange for Movantik;
- Altra in its $5 billion acquisition by Regal Rexnord and its $3 billion combination with four operating companies from Fortive’s Automation and Specialty platform;
-
IBM in its acquisitions of Randori, ReaQta, McD Tech Labs from McDonald’s, and BoxBoat and the sale of its marketing platform and commerce software offerings to Centerbridge;
- SMBC Aviation Capital in its $6.7 billion acquisition of Goshawk Aviation;
- GreenSky in its $2.24 billion acquisition by Goldman Sachs;
- Hibu Group in the sale of its U.S. business to H.I.G. Capital;
- Univision in its sale of a majority stake to Searchlight and ForgeLight;
- Cincinnati Bell in its $2.9 billion acquisition by Macquarie Infrastructure;
- Viacom’s transaction committee in the $30 billion merger with CBS;
- Buckeye Partners in its $10.3 billion acquisition by IFM and the $975 million sale of its 50% interest in VTTI to Vitol and IFM;
- Occidental Petroleum in its $57 billion acquisition of Anadarko, topping Anadarko’s original agreement with Chevron, the $8.8 billion sale of Anadarko’s African assets to Total and the $10 billion investment by Berkshire Hathaway;
- FS Investments in the transition of the management of its business development company (BDC) platform to investment advisory partnerships with EIG Global Energy Partners and KKR;
- Brookfield Asset Management in its $3.8 billion acquisition of a controlling stake in TerraForm Power and its $1.3 billion acquisition of TerraForm Global;
- D+H in its C$4.8 billion sale to Vista Equity Partners;
- Biogen in its $1.25 billion settlement and license agreement with Forward Pharma;
- Starwood Hotels in its $13.3 billion sale to Marriott International and in connection with a competing, unsolicited acquisition proposal from a consortium consisting of Anbang Insurance Group, J.C. Flowers & Co. and Primavera Capital;
- Lindsay Goldberg in its sale of PAE to Platinum Equity;
- BDT Capital Partners in its acquisition of a majority interest in Alliance Laundry Systems from Ontario Teachers’ Pension Plan;
- AmerisourceBergen in its $2.5 billion acquisition of MWI Veterinary Supply; and
- AerCap in its $28 billion acquisition of International Lease Finance from AIG.
Mr. Cerqueira has also represented numerous companies in defending against hedge fund activism. Notable examples include representing:
- ARIAD Pharmaceuticals in the adoption of its shareholder rights plan and in its settlement agreement with Sarissa Capital;
- Ashland in its proxy contest and subsequent settlement agreement with Cruiser Capital;
- Disney in its support agreement with Third Point and its successful proxy contests against Trian and Blackwells;
- Hasbro in its successful proxy contest against Alta Fox Capital;
- Hertz in the adoption of its shareholder rights plan in response to an activist investor reported to be Carl Icahn;
- Illumina in its proxy contest against Carl Icahn; and
- Southwest Gas in its proxy fight and settlement agreement with, and its response to an unsolicited tender offer from, Carl Icahn.
Mr. Cerqueira was named an M&A “Rising Star” by The Deal in 2021 and has been recognized for his work in mergers and acquisitions by IFLR1000 and for his work in activism defense by The Legal 500 US. Lawdragon has included Mr. Cerqueira among the “500 Leading Dealmakers in America” and the “500 X – The Next Generation.”
Mr. Cerqueira is from Mansfield, Massachusetts. He received a B.A. from Cornell University in 2010, where he was elected to Phi Beta Kappa, and a J.D. magna cum laude from Harvard Law School in 2013, where he was a Submissions Editor and an Executive Editor of the Business Law Review.
Mr. Cerqueira joined Cravath in 2013 and was elected a partner in 2020.
Education
-
J.D., 2013, Harvard Law Schoolmagna cum laude
-
B.A., 2010, Cornell UniversityPhi Beta Kappa
Admitted In
- New York
Professional Affiliations
American Bar Association
Rankings
The Dealmaker Quarterly
- Rising Star (2021)
IFLR1000
- Mergers and Acquisitions - US (2024)
Lawdragon
- 500 Leading Dealmakers in America (2024, 2023)
- 500 X – The Next Generation (2024, 2023)
The Legal 500 US
- Shareholder Activism: Advice to Boards (2024, 2023)
Deals & Cases
November 04, 2024
DRI Healthcare Trust’s Acquisition of a Synthetic Royalty Interest in the Worldwide Sales of Sebetralstat and Equity Investment in KalVista Pharmaceuticals
On November 4, 2024, DRI Healthcare Trust (“the Trust”), a global leader in providing financing to advance innovation in the life sciences industry, announced it has acquired a royalty interest in the worldwide net sales of all formulations of sebetralstat, an investigational oral plasma kallikrein inhibitor for the treatment of Hereditary Angioedema, from KalVista Pharmaceuticals ("KalVista") for an aggregate purchase price of up to $179 million, comprised of a $100 million upfront payment, up to $57 million in a sales-based milestone payment and a one-time $22 million optional payment. Additionally, the Trust is making a $5 million investment in KalVista’s common stock in a private placement transaction. Cravath is representing DRI Healthcare Trust in connection with the transaction.
Deals & Cases
October 04, 2024
DRI Healthcare Trust’s Acquisition of Payment Streams Based on the Cas9 Gene‑Editing Technology for CASGEVY®
On October 3, 2024, DRI Healthcare Trust, a global leader in providing financing to advance innovation in the life sciences industry, announced that one of its wholly owned subsidiaries acquired a portion of Editas Medicine, Inc.'s payment rights under a non‑exclusive license of Editas' Cas9 gene‑editing technology for CASGEVY®, the only approved gene‑edited cell therapy for sickle cell disease and transfusion‑dependent beta thalassemia, for an upfront purchase price of $57 million. The transaction entitles DRI Healthcare to specific payments based on a sublicensing agreement between Editas and Vertex Pharmaceuticals Incorporated. The payments include a share of the annual license fees that Vertex pays to Editas, which can range from $5 million to $40 million, including certain sales‑based annual license fee increases, and a portion of a $50 million contingent payment to which Editas is eligible under the Vertex sublicensing agreement. Cravath is representing DRI Healthcare in connection with the transaction.
Deals & Cases
July 08, 2024
Paramount’s $28 Billion Merger Agreement with Skydance
On July 7, 2024, Paramount Global (“Paramount”), a leading global media, streaming and entertainment company, and Skydance Media (“Skydance”), a diversified media company founded to create high-quality, event-level entertainment for global audiences, announced that they have entered into a definitive agreement to form “New Paramount,” a next-generation media and technology leader, through a two-step transaction including the acquisition of National Amusements, Inc. (“NAI”), which holds the controlling share stake in Paramount, and subsequently a merger of Skydance and Paramount. Under the terms of the agreement, which has been approved by the Paramount Board of Directors, acting on the unanimous recommendation of the Special Committee of independent directors, and by NAI, Skydance will merge with Paramount in a transaction valuing New Paramount at an enterprise value of approximately $28 billion. Existing Skydance investors will receive 317 million newly issued Class B shares in New Paramount valuing Skydance at $4.75 billion based on $15 per Paramount Class B share. The Skydance Investor Group will invest up to $6 billion in offers to Class A and Class B stockholders, and use the additional capital to paydown debt and re-capitalize the balance sheet of New Paramount. NAI and its owners have entered into a definitive agreement to sell NAI to Skydance IG for $2.4 billion on a cash-free, debt-free basis. Cravath is representing the Paramount Special Committee in connection with the agreement.
Deals & Cases
June 24, 2024
Illumina’s Completed Divestiture of GRAIL
On June 24, 2024, Illumina, Inc. (“Illumina”), a global leader in DNA sequencing and array-based technologies, announced the successful completion of the spin-off of GRAIL, a healthcare company whose mission is to detect cancer early. This follows Illumina’s previously announced plans to divest GRAIL, and GRAIL is now a public and independent company. The separation was achieved through the distribution of 85.5% of the outstanding shares of GRAIL to holders of Illumina common stock on June 24, 2024. In addition to retaining their shares of Illumina common stock, Illumina shareholders received one share of GRAIL common stock for every six shares of Illumina stock held as of close of business on the record date of June 13, 2024. Illumina retained 14.5% of the outstanding shares of GRAIL common stock. Cravath represented Illumina in connection with the transaction.
Deals & Cases
April 04, 2024
Disney’s Successful Proxy Contest Against Trian and Blackwells
On April 3, 2024, The Walt Disney Company (“Disney”) announced that, based on the tabulation of its proxy solicitor, it appears that Disney’s full slate of 12 directors has been elected by a substantial margin over the nominees of Trian and Blackwells at Disney’s 2024 Annual Meeting of Shareholders. Cravath is representing Disney in connection with this matter.
Publications
April 10, 2024
Richard Hall and Dan Cerqueira Contribute to The Legal 500’s 2024 Country Comparative M&A Guide
Cravath partner Richard Hall served as contributing editor of The Legal 500’s 2024 “Mergers & Acquisitions Country Comparative Guide,” which was published in April 2024. The guide provides a pragmatic overview of M&A laws and regulations across a variety of jurisdictions. Together with Richard, partner Daniel J. Cerqueira authored the United States chapter of the guide, which reviews M&A trends, the current state of the market and key considerations for companies and shareholders.
Activities
March 22, 2024
Dan Cerqueira Speaks at DealFlow Events’ 2024 Activist Investor Conference
On March 21, 2024, Cravath partner Daniel J. Cerqueira participated in DealFlow Events’ 2024 Activist Investor Conference, which was held in New York City. Dan spoke on a panel entitled “The Impact of Shareholder Activism on Global M&A.”
Activities
March 15, 2024
Dan Cerqueira Speaks at IBA’s 2024 Mergers and Acquisitions in Latin America Conference
On March 13, 2024, Cravath partner Daniel J. Cerqueira participated in the International Bar Association’s 2024 Mergers and Acquisitions in Latin America conference, which was jointly presented by the IBA Latin American Regional Forum and the IBA Corporate and M&A Law Committee, and held in Miami, FL. Dan spoke on a panel entitled “Artificial Intelligence in the M&A Process: Contracts Preparation, Due Diligence and Responsibility for Lawyers Using AI,” which reviewed AI’s impact on the M&A process, including how AI can potentially streamline and enhance the contract drafting and review process, and may raise ethical and professional considerations for lawyers leveraging this advanced technology.
Activities
February 02, 2024
Dan Cerqueira Speaks at PLI’s Mergers & Acquisitions 2024: Advanced Trends and Developments Program
On February 2, 2024, Cravath partner Daniel J. Cerqueira participated in “Mergers & Acquisitions 2024: Advanced Trends and Developments,” a program presented by the Practising Law Institute in New York which focused on the latest trends and developments in M&A activity, including litigation, negotiation and contractual issues, shareholder activism, regulatory enforcement and more, and featured sophisticated legal and investment banking professionals. Dan spoke on a panel entitled “Delaware Litigation Developments,” which reviewed recent developments in M&A litigation in Delaware.
Activities
November 06, 2023
Dave Kappos, Noah Phillips, Evan Norris and Dan Cerqueira Speak at the Cornell Tech Board Institute
Cravath partners David J. Kappos, Noah Joshua Phillips, Evan Norris and Daniel J. Cerqueira spoke at the Cornell Tech Board Institute, which was hosted by Cornell Tech from November 3-4, 2023, in New York. The summit, designed for board members and senior leaders, convened business and legal practitioners, Cornell faculty, former senior government regulators and directors of private and public companies to discuss how corporate boards can stay ahead of developing technologies, regulatory trends and geopolitical shifts.
Daniel J. Cerqueira focuses his practice on mergers and acquisitions, corporate governance, activist defense and general corporate matters. Mr. Cerqueira’s clients have included AerCap, Altra, AmerisourceBergen, Ashland, Biogen, Blue Current, Brookfield Asset Management, Buckeye Partners, Cincinnati Bell, Disney, DRI Capital, FS Investments, GreenSky, Hasbro, Hertz, Hibu Group, IBM, Illumina, Occidental Petroleum, Pinnacle Foods, RedHill Biopharma, SMBC Aviation Capital, Southwest Gas, Starwood Hotels and Univision.
Mr. Cerqueira’s notable transactions include representing:
-
Disney in its $85 billion acquisition of 21st Century Fox, overcoming an interloper bid by Comcast to its original $66 billion agreement, and ESPN’s strategic alliance with PENN Entertainment to launch ESPN BET;
- Paramount’s special committee in the pending $28 billion merger with Skydance;
- Illumina in its $8 billion acquisition and subsequent spin‑off of GRAIL;
-
DRI Capital in the acquisition of a synthetic royalty interest in the worldwide sales of sebetralstat and related equity investment in KalVista Pharmaceuticals, the acquisition from Editas Medicine of payment streams based on the Cas9 gene editing technology for CASGEVY, the expansion of its royalty interest in Omidria, its acquisition of a royalty interest in Orserdu from Eisai, its acquisition of a second royalty interest in Orserdu from Radius Health and the $210 million sale of its TZIELD royalty interest to Sanofi;
- Hasbro in the sale of its eOne film and TV business to Lionsgate;
- RedHill Biopharma in its agreement with HealthCare Royalty to extinguish its debt obligations in exchange for Movantik;
- Altra in its $5 billion acquisition by Regal Rexnord and its $3 billion combination with four operating companies from Fortive’s Automation and Specialty platform;
-
IBM in its acquisitions of Randori, ReaQta, McD Tech Labs from McDonald’s, and BoxBoat and the sale of its marketing platform and commerce software offerings to Centerbridge;
- SMBC Aviation Capital in its $6.7 billion acquisition of Goshawk Aviation;
- GreenSky in its $2.24 billion acquisition by Goldman Sachs;
- Hibu Group in the sale of its U.S. business to H.I.G. Capital;
- Univision in its sale of a majority stake to Searchlight and ForgeLight;
- Cincinnati Bell in its $2.9 billion acquisition by Macquarie Infrastructure;
- Viacom’s transaction committee in the $30 billion merger with CBS;
- Buckeye Partners in its $10.3 billion acquisition by IFM and the $975 million sale of its 50% interest in VTTI to Vitol and IFM;
- Occidental Petroleum in its $57 billion acquisition of Anadarko, topping Anadarko’s original agreement with Chevron, the $8.8 billion sale of Anadarko’s African assets to Total and the $10 billion investment by Berkshire Hathaway;
- FS Investments in the transition of the management of its business development company (BDC) platform to investment advisory partnerships with EIG Global Energy Partners and KKR;
- Brookfield Asset Management in its $3.8 billion acquisition of a controlling stake in TerraForm Power and its $1.3 billion acquisition of TerraForm Global;
- D+H in its C$4.8 billion sale to Vista Equity Partners;
- Biogen in its $1.25 billion settlement and license agreement with Forward Pharma;
- Starwood Hotels in its $13.3 billion sale to Marriott International and in connection with a competing, unsolicited acquisition proposal from a consortium consisting of Anbang Insurance Group, J.C. Flowers & Co. and Primavera Capital;
- Lindsay Goldberg in its sale of PAE to Platinum Equity;
- BDT Capital Partners in its acquisition of a majority interest in Alliance Laundry Systems from Ontario Teachers’ Pension Plan;
- AmerisourceBergen in its $2.5 billion acquisition of MWI Veterinary Supply; and
- AerCap in its $28 billion acquisition of International Lease Finance from AIG.
Mr. Cerqueira has also represented numerous companies in defending against hedge fund activism. Notable examples include representing:
- ARIAD Pharmaceuticals in the adoption of its shareholder rights plan and in its settlement agreement with Sarissa Capital;
- Ashland in its proxy contest and subsequent settlement agreement with Cruiser Capital;
- Disney in its support agreement with Third Point and its successful proxy contests against Trian and Blackwells;
- Hasbro in its successful proxy contest against Alta Fox Capital;
- Hertz in the adoption of its shareholder rights plan in response to an activist investor reported to be Carl Icahn;
- Illumina in its proxy contest against Carl Icahn; and
- Southwest Gas in its proxy fight and settlement agreement with, and its response to an unsolicited tender offer from, Carl Icahn.
Mr. Cerqueira was named an M&A “Rising Star” by The Deal in 2021 and has been recognized for his work in mergers and acquisitions by IFLR1000 and for his work in activism defense by The Legal 500 US. Lawdragon has included Mr. Cerqueira among the “500 Leading Dealmakers in America” and the “500 X – The Next Generation.”
Mr. Cerqueira is from Mansfield, Massachusetts. He received a B.A. from Cornell University in 2010, where he was elected to Phi Beta Kappa, and a J.D. magna cum laude from Harvard Law School in 2013, where he was a Submissions Editor and an Executive Editor of the Business Law Review.
Mr. Cerqueira joined Cravath in 2013 and was elected a partner in 2020.
Mr. Cerqueira’s notable transactions include representing:
-
Disney in its $85 billion acquisition of 21st Century Fox, overcoming an interloper bid by Comcast to its original $66 billion agreement, and ESPN’s strategic alliance with PENN Entertainment to launch ESPN BET;
- Paramount’s special committee in the pending $28 billion merger with Skydance;
- Illumina in its $8 billion acquisition and subsequent spin‑off of GRAIL;
-
DRI Capital in the acquisition of a synthetic royalty interest in the worldwide sales of sebetralstat and related equity investment in KalVista Pharmaceuticals, the acquisition from Editas Medicine of payment streams based on the Cas9 gene editing technology for CASGEVY, the expansion of its royalty interest in Omidria, its acquisition of a royalty interest in Orserdu from Eisai, its acquisition of a second royalty interest in Orserdu from Radius Health and the $210 million sale of its TZIELD royalty interest to Sanofi;
- Hasbro in the sale of its eOne film and TV business to Lionsgate;
- RedHill Biopharma in its agreement with HealthCare Royalty to extinguish its debt obligations in exchange for Movantik;
- Altra in its $5 billion acquisition by Regal Rexnord and its $3 billion combination with four operating companies from Fortive’s Automation and Specialty platform;
-
IBM in its acquisitions of Randori, ReaQta, McD Tech Labs from McDonald’s, and BoxBoat and the sale of its marketing platform and commerce software offerings to Centerbridge;
- SMBC Aviation Capital in its $6.7 billion acquisition of Goshawk Aviation;
- GreenSky in its $2.24 billion acquisition by Goldman Sachs;
- Hibu Group in the sale of its U.S. business to H.I.G. Capital;
- Univision in its sale of a majority stake to Searchlight and ForgeLight;
- Cincinnati Bell in its $2.9 billion acquisition by Macquarie Infrastructure;
- Viacom’s transaction committee in the $30 billion merger with CBS;
- Buckeye Partners in its $10.3 billion acquisition by IFM and the $975 million sale of its 50% interest in VTTI to Vitol and IFM;
- Occidental Petroleum in its $57 billion acquisition of Anadarko, topping Anadarko’s original agreement with Chevron, the $8.8 billion sale of Anadarko’s African assets to Total and the $10 billion investment by Berkshire Hathaway;
- FS Investments in the transition of the management of its business development company (BDC) platform to investment advisory partnerships with EIG Global Energy Partners and KKR;
- Brookfield Asset Management in its $3.8 billion acquisition of a controlling stake in TerraForm Power and its $1.3 billion acquisition of TerraForm Global;
- D+H in its C$4.8 billion sale to Vista Equity Partners;
- Biogen in its $1.25 billion settlement and license agreement with Forward Pharma;
- Starwood Hotels in its $13.3 billion sale to Marriott International and in connection with a competing, unsolicited acquisition proposal from a consortium consisting of Anbang Insurance Group, J.C. Flowers & Co. and Primavera Capital;
- Lindsay Goldberg in its sale of PAE to Platinum Equity;
- BDT Capital Partners in its acquisition of a majority interest in Alliance Laundry Systems from Ontario Teachers’ Pension Plan;
- AmerisourceBergen in its $2.5 billion acquisition of MWI Veterinary Supply; and
- AerCap in its $28 billion acquisition of International Lease Finance from AIG.
Mr. Cerqueira has also represented numerous companies in defending against hedge fund activism. Notable examples include representing:
- ARIAD Pharmaceuticals in the adoption of its shareholder rights plan and in its settlement agreement with Sarissa Capital;
- Ashland in its proxy contest and subsequent settlement agreement with Cruiser Capital;
- Disney in its support agreement with Third Point and its successful proxy contests against Trian and Blackwells;
- Hasbro in its successful proxy contest against Alta Fox Capital;
- Hertz in the adoption of its shareholder rights plan in response to an activist investor reported to be Carl Icahn;
- Illumina in its proxy contest against Carl Icahn; and
- Southwest Gas in its proxy fight and settlement agreement with, and its response to an unsolicited tender offer from, Carl Icahn.
Mr. Cerqueira was named an M&A “Rising Star” by The Deal in 2021 and has been recognized for his work in mergers and acquisitions by IFLR1000 and for his work in activism defense by The Legal 500 US. Lawdragon has included Mr. Cerqueira among the “500 Leading Dealmakers in America” and the “500 X – The Next Generation.”
Mr. Cerqueira is from Mansfield, Massachusetts. He received a B.A. from Cornell University in 2010, where he was elected to Phi Beta Kappa, and a J.D. magna cum laude from Harvard Law School in 2013, where he was a Submissions Editor and an Executive Editor of the Business Law Review.
Mr. Cerqueira joined Cravath in 2013 and was elected a partner in 2020.
Education
-
J.D., 2013, Harvard Law Schoolmagna cum laude
-
B.A., 2010, Cornell UniversityPhi Beta Kappa
Admitted In
- New York
Professional Affiliations
American Bar Association
Rankings
The Dealmaker Quarterly
- Rising Star (2021)
IFLR1000
- Mergers and Acquisitions - US (2024)
Lawdragon
- 500 Leading Dealmakers in America (2024, 2023)
- 500 X – The Next Generation (2024, 2023)
The Legal 500 US
- Shareholder Activism: Advice to Boards (2024, 2023)
Deals & Cases
November 04, 2024
DRI Healthcare Trust’s Acquisition of a Synthetic Royalty Interest in the Worldwide Sales of Sebetralstat and Equity Investment in KalVista Pharmaceuticals
On November 4, 2024, DRI Healthcare Trust (“the Trust”), a global leader in providing financing to advance innovation in the life sciences industry, announced it has acquired a royalty interest in the worldwide net sales of all formulations of sebetralstat, an investigational oral plasma kallikrein inhibitor for the treatment of Hereditary Angioedema, from KalVista Pharmaceuticals ("KalVista") for an aggregate purchase price of up to $179 million, comprised of a $100 million upfront payment, up to $57 million in a sales-based milestone payment and a one-time $22 million optional payment. Additionally, the Trust is making a $5 million investment in KalVista’s common stock in a private placement transaction. Cravath is representing DRI Healthcare Trust in connection with the transaction.
Deals & Cases
October 04, 2024
DRI Healthcare Trust’s Acquisition of Payment Streams Based on the Cas9 Gene‑Editing Technology for CASGEVY®
On October 3, 2024, DRI Healthcare Trust, a global leader in providing financing to advance innovation in the life sciences industry, announced that one of its wholly owned subsidiaries acquired a portion of Editas Medicine, Inc.'s payment rights under a non‑exclusive license of Editas' Cas9 gene‑editing technology for CASGEVY®, the only approved gene‑edited cell therapy for sickle cell disease and transfusion‑dependent beta thalassemia, for an upfront purchase price of $57 million. The transaction entitles DRI Healthcare to specific payments based on a sublicensing agreement between Editas and Vertex Pharmaceuticals Incorporated. The payments include a share of the annual license fees that Vertex pays to Editas, which can range from $5 million to $40 million, including certain sales‑based annual license fee increases, and a portion of a $50 million contingent payment to which Editas is eligible under the Vertex sublicensing agreement. Cravath is representing DRI Healthcare in connection with the transaction.
Deals & Cases
July 08, 2024
Paramount’s $28 Billion Merger Agreement with Skydance
On July 7, 2024, Paramount Global (“Paramount”), a leading global media, streaming and entertainment company, and Skydance Media (“Skydance”), a diversified media company founded to create high-quality, event-level entertainment for global audiences, announced that they have entered into a definitive agreement to form “New Paramount,” a next-generation media and technology leader, through a two-step transaction including the acquisition of National Amusements, Inc. (“NAI”), which holds the controlling share stake in Paramount, and subsequently a merger of Skydance and Paramount. Under the terms of the agreement, which has been approved by the Paramount Board of Directors, acting on the unanimous recommendation of the Special Committee of independent directors, and by NAI, Skydance will merge with Paramount in a transaction valuing New Paramount at an enterprise value of approximately $28 billion. Existing Skydance investors will receive 317 million newly issued Class B shares in New Paramount valuing Skydance at $4.75 billion based on $15 per Paramount Class B share. The Skydance Investor Group will invest up to $6 billion in offers to Class A and Class B stockholders, and use the additional capital to paydown debt and re-capitalize the balance sheet of New Paramount. NAI and its owners have entered into a definitive agreement to sell NAI to Skydance IG for $2.4 billion on a cash-free, debt-free basis. Cravath is representing the Paramount Special Committee in connection with the agreement.
Deals & Cases
June 24, 2024
Illumina’s Completed Divestiture of GRAIL
On June 24, 2024, Illumina, Inc. (“Illumina”), a global leader in DNA sequencing and array-based technologies, announced the successful completion of the spin-off of GRAIL, a healthcare company whose mission is to detect cancer early. This follows Illumina’s previously announced plans to divest GRAIL, and GRAIL is now a public and independent company. The separation was achieved through the distribution of 85.5% of the outstanding shares of GRAIL to holders of Illumina common stock on June 24, 2024. In addition to retaining their shares of Illumina common stock, Illumina shareholders received one share of GRAIL common stock for every six shares of Illumina stock held as of close of business on the record date of June 13, 2024. Illumina retained 14.5% of the outstanding shares of GRAIL common stock. Cravath represented Illumina in connection with the transaction.
Deals & Cases
April 04, 2024
Disney’s Successful Proxy Contest Against Trian and Blackwells
On April 3, 2024, The Walt Disney Company (“Disney”) announced that, based on the tabulation of its proxy solicitor, it appears that Disney’s full slate of 12 directors has been elected by a substantial margin over the nominees of Trian and Blackwells at Disney’s 2024 Annual Meeting of Shareholders. Cravath is representing Disney in connection with this matter.
Publications
April 10, 2024
Richard Hall and Dan Cerqueira Contribute to The Legal 500’s 2024 Country Comparative M&A Guide
Cravath partner Richard Hall served as contributing editor of The Legal 500’s 2024 “Mergers & Acquisitions Country Comparative Guide,” which was published in April 2024. The guide provides a pragmatic overview of M&A laws and regulations across a variety of jurisdictions. Together with Richard, partner Daniel J. Cerqueira authored the United States chapter of the guide, which reviews M&A trends, the current state of the market and key considerations for companies and shareholders.
Activities
March 22, 2024
Dan Cerqueira Speaks at DealFlow Events’ 2024 Activist Investor Conference
On March 21, 2024, Cravath partner Daniel J. Cerqueira participated in DealFlow Events’ 2024 Activist Investor Conference, which was held in New York City. Dan spoke on a panel entitled “The Impact of Shareholder Activism on Global M&A.”
Activities
March 15, 2024
Dan Cerqueira Speaks at IBA’s 2024 Mergers and Acquisitions in Latin America Conference
On March 13, 2024, Cravath partner Daniel J. Cerqueira participated in the International Bar Association’s 2024 Mergers and Acquisitions in Latin America conference, which was jointly presented by the IBA Latin American Regional Forum and the IBA Corporate and M&A Law Committee, and held in Miami, FL. Dan spoke on a panel entitled “Artificial Intelligence in the M&A Process: Contracts Preparation, Due Diligence and Responsibility for Lawyers Using AI,” which reviewed AI’s impact on the M&A process, including how AI can potentially streamline and enhance the contract drafting and review process, and may raise ethical and professional considerations for lawyers leveraging this advanced technology.
Activities
February 02, 2024
Dan Cerqueira Speaks at PLI’s Mergers & Acquisitions 2024: Advanced Trends and Developments Program
On February 2, 2024, Cravath partner Daniel J. Cerqueira participated in “Mergers & Acquisitions 2024: Advanced Trends and Developments,” a program presented by the Practising Law Institute in New York which focused on the latest trends and developments in M&A activity, including litigation, negotiation and contractual issues, shareholder activism, regulatory enforcement and more, and featured sophisticated legal and investment banking professionals. Dan spoke on a panel entitled “Delaware Litigation Developments,” which reviewed recent developments in M&A litigation in Delaware.
Activities
November 06, 2023
Dave Kappos, Noah Phillips, Evan Norris and Dan Cerqueira Speak at the Cornell Tech Board Institute
Cravath partners David J. Kappos, Noah Joshua Phillips, Evan Norris and Daniel J. Cerqueira spoke at the Cornell Tech Board Institute, which was hosted by Cornell Tech from November 3-4, 2023, in New York. The summit, designed for board members and senior leaders, convened business and legal practitioners, Cornell faculty, former senior government regulators and directors of private and public companies to discuss how corporate boards can stay ahead of developing technologies, regulatory trends and geopolitical shifts.
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