Dennis J. Block is a senior partner in Cadwalader's Corporate Department. He has handled numerous mergers and acquisitions transactions - both hostile and friendly - on behalf of acquirers, targets, and investment banks.

The range of transactions includes mergers, acquisitions, proxy contests, joint ventures, third-party tender offers, self-tender offers, and spin offs, and other forms of corporate restructurings. Highly visible transactions and representations include:

• Pfizer Inc.'s acquisition of Wyeth
• Bear Stearns Companies Inc. acquisition by JPMorgan Chase
• Pfizer Inc.'s sale of its Consumer Business to Johnson & Johnson
• Republic Bancorp Inc.'s merger with Citizens Banking Corporation
• The Procter & Gamble Company's acquisition of The Gillette Company
• Pfizer Inc.'s acquisition of Vicuron
• StorageTek's acquisition by Sun Microsystems
• Pfizer Inc.'s acquisition of Pharmacia Corporation
• Quaker Oats's acquisition by PepsiCo Inc.
• The Bear Stearns Companies Inc., financial advisor to General Motors, in connection with the sale of GM's subsidiary Hughes Electronics Corporation to EchoStar Communications Corporation
• Houghton Mifflin Co. and the special committee of its board in its acquisition by Vivendi Universal
• Pfizer Inc.'s acquisition of Warner-Lambert
• U S WEST's merger with Qwest
• RJR Nabisco's acquisition by KKR
• NCR's merger with AT&T
• MediaOne's merger with AT&T
• The General Electric/Kemper Insurance takeover contest
• U S WEST's acquisition of Continental Cablevision along with U S WEST's joint venture with Time-Warner and its subsequent split-off of MediaOne Group
• Westinghouse's acquisition of CBS
• The Macy's/Federated takeover fight
• J.C. Penney's acquisition of Eckerd Drugs
• Hilton's acquisition of Bally's and its subsequent split-off of Park Place Entertainment
• Toys "R" Us's acquisition of Baby Superstores
• Dresser's merger with Halliburton
• Arbor Drugs acquisition by CVS
• NacRe's Acquisition by XL

As a corporate counselor, Mr. Block has been retained to represent public companies, entrepreneurs, private equity and hedge funds, and investment and commercial banks in connection with issues of major public interest and debate. For example, he represented the Business Roundtable regarding corporate governance issues, Texaco regarding discrimination matters, Cendant directors regarding board liability, General Motors regarding Ross Perot, and Merrill Lynch regarding the Orange County bond default and in the Nasdaq litigation in which Mr. Block was the industry negotiator for the $1 billion settlement.

Mr. Block's practice includes the general representation, either on a continuous basis, or from time to time, of a number of large publicly-held corporations, including Bear, Stearns & Co., Quaker Oats Company (now part of PepsiCo), Procter & Gamble, Pfizer Inc., Merrill Lynch, CBS, U S WEST (now part of Qwest Communications International), General Electric, General Motors, Telstra, Inc., MediaOne Group (now part of AT&T), Dayton Power and Light, J. C. Penney, Six Flags, and Park Place Entertainment.

Mr. Block's practice involves the representation of Corporate Boards and Audit, Compensations, and Special Committees thereof in connection with numerous issues, including corporate governance. Mr. Block also represents public companies in connection with SEC investigations.

Mr. Block has been Co-Chairman of the Committee on Corporate Counsel and a member of the Council of the Section of Litigation of the American Bar Association. From 1993 1998, Mr. Block served as a member of the Committee on Corporate Laws of the Section of Business Law of the American Bar Association. He has co-authored The Business Judgment Rule: Fiduciary Duties of Corporate Directors (5th ed. 1998 and Supp. 2000). He is also co-author of a monthly column in the New York Law Journal, co-editor of The Corporate Counsellor's Deskbook (5th ed. 1999), and a member of the editorial boards of several legal publications. In addition to writing, Mr. Block frequently lectures on mergers and acquisitions, the business judgment rule, corporate governance, federal securities laws, corporate litigation, the attorney-client privilege, professional responsibility, and indemnification and insurance of corporate officials. He has consistently been ranked in the first tier as one of the leading corporate/M&A lawyers in Chambers Global, and included in Best Lawyers in America.

Mr. Block is a graduate of Brooklyn Law School, where he teaches Advanced Corporate Law as an Adjunct Professor. Before entering private practice, Mr. Block was a Branch Chief of Enforcement at the New York Regional Office of the Securities and Exchange Commission.