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;
DRI Capital in 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;
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;
Mr. Cerqueira has also represented numerous companies in defending against hedge fund activism. Notable examples include representing:
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;
DRI Capital in 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;
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;
Mr. Cerqueira has also represented numerous companies in defending against hedge fund activism. Notable examples include representing:
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.
American Bar Association
The Dealmaker Quarterly
IFLR1000
Lawdragon
The Legal 500 US
Deals & Cases
July 08, 2024
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
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
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.
Deals & Cases
February 01, 2024
On February 1, 2024, DRI Healthcare Trust (“the Trust”), a global leader in providing financing to advance innovation in the life sciences industry, announced it has expanded its interest in royalties on the U.S. net sales of Omidria® by amending its existing agreement with Omeros Corporation ("Omeros") for $115 million on closing and up to $55 million in potential sales‑based milestone payments. As a result, the Trust will now receive 100% of Omeros’s royalties on the U.S. net sales of Omidria® through December 31, 2031. Cravath is representing DRI Healthcare Trust in connection with the transaction.
Deals & Cases
August 15, 2023
On August 14, 2023, DRI Healthcare Trust, a global leader in providing financing to advance innovation in the life sciences industry, managed by DRI Capital Inc., announced that it has purchased a second royalty interest in the worldwide net sales of ORSERDU®, the first approved targeted therapy used in the treatment of postmenopausal women or adult men with advanced or metastatic breast cancer who have experienced disease progression despite prior endocrine therapy. DRI Healthcare entered into a purchase agreement with Radius Pharmaceuticals, Inc., a wholly owned subsidiary of Radius Health, Inc. for an upfront purchase price of $130 million. In addition to running royalties, DRI Healthcare is also entitled to receive milestone payments of up to $40 million on the achievement of sales performance thresholds. Cravath represented DRI Capital Inc. in connection with the transaction.
Activities & Publications
April 10, 2024
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 & Publications
March 22, 2024
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 & Publications
March 15, 2024
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 & Publications
February 02, 2024
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 & Publications
November 06, 2023
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;
DRI Capital in 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;
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;
Mr. Cerqueira has also represented numerous companies in defending against hedge fund activism. Notable examples include representing:
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;
DRI Capital in 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;
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;
Mr. Cerqueira has also represented numerous companies in defending against hedge fund activism. Notable examples include representing:
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.
American Bar Association
The Dealmaker Quarterly
IFLR1000
Lawdragon
The Legal 500 US
Deals & Cases
July 08, 2024
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
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
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.
Deals & Cases
February 01, 2024
On February 1, 2024, DRI Healthcare Trust (“the Trust”), a global leader in providing financing to advance innovation in the life sciences industry, announced it has expanded its interest in royalties on the U.S. net sales of Omidria® by amending its existing agreement with Omeros Corporation ("Omeros") for $115 million on closing and up to $55 million in potential sales‑based milestone payments. As a result, the Trust will now receive 100% of Omeros’s royalties on the U.S. net sales of Omidria® through December 31, 2031. Cravath is representing DRI Healthcare Trust in connection with the transaction.
Deals & Cases
August 15, 2023
On August 14, 2023, DRI Healthcare Trust, a global leader in providing financing to advance innovation in the life sciences industry, managed by DRI Capital Inc., announced that it has purchased a second royalty interest in the worldwide net sales of ORSERDU®, the first approved targeted therapy used in the treatment of postmenopausal women or adult men with advanced or metastatic breast cancer who have experienced disease progression despite prior endocrine therapy. DRI Healthcare entered into a purchase agreement with Radius Pharmaceuticals, Inc., a wholly owned subsidiary of Radius Health, Inc. for an upfront purchase price of $130 million. In addition to running royalties, DRI Healthcare is also entitled to receive milestone payments of up to $40 million on the achievement of sales performance thresholds. Cravath represented DRI Capital Inc. in connection with the transaction.
Activities & Publications
April 10, 2024
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 & Publications
March 22, 2024
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 & Publications
March 15, 2024
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 & Publications
February 02, 2024
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 & Publications
November 06, 2023
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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