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Richard Brand is co-chairman of Cadwalader's Corporate Group and a member of the firm's Management Committee. Richard is widely recognized as a leading advisor to public companies, hedge funds, private equity firms and investment banks. His experience includes mergers and acquisitions, takeover preparedness and defense, shareholder activism and defense, general corporate advisory work and securities offerings. Richard also advises clients on complex transactions involving distressed companies and assets, including mergers, acquisitions, investments and financings, as well as restructurings. Before joining Cadwalader, Brand was a partner at Kirkland & Ellis LLP and, previously, an associate at Cravath, Swaine & Moore LLP and a staff writer for The Miami Herald.
Richard has been described by The American Lawyer as "a takeover and defense specialist" who is "no stranger to billion-dollar deals" and by Chambers USA as “an extremely talented and bright” practitioner who is “very creative and tailors his advice to what is needed for the situation.” He has been recognized in the New York edition of Super Lawyers consistently since 2011 for his corporate practice, has been named a leading M&A and governance practitioner by Who’s Who Legal every year since 2017, was recognized by Lawdragon as one of the “500 Leading Lawyers in America” from 2017 to 2024 and as one of the “500 Leading Dealmakers in America” from 2021 to 2024. Richard serves on the advisory boards of Harvard Law School's Program on Corporate Governance and of New York University’s Institute for Corporate Governance & Finance, and was recognized in 2016 by Columbia Law School’s Millstein Center for Global Markets and Corporate Ownership as a “Rising Star of Corporate Governance.” He holds a B.A. from Princeton University and received his J.D., cum laude, from New York University.
Richard has advised clients on numerous significant matters, including the representation of:
- Mithaq Capital, a Riyadh-based family office, in its unsolicited acquisition, over the course of three days, of a controlling stake in The Children’s Place, Inc., its successful effort to replace a majority of the board with its own designees and its provision of Sharia-compliant rescue financing to the company.
- Ancora Holdings in its investment in Norfolk Southern and effort to elect a slate of eight directors to the company’s board.
- Arkhouse Management in its $6.6 billion proposal, together with Brigade Capital Management, to take Macy's, Inc. private, and related effort to elect a slate of nine directors to the company’s board.
- GK Investor LLC in its investment in Genco Shipping & Trading Limited and effort to elect two directors to the company’s board.
- Sphinx Investment Corp. in its investment in OceanPal Inc. and effort to elect two directors to the company’s board.
- Sphinx Investment Corp. in its investment in Seanergy Maritime Holdings Corp.
- Sphinx Investment Corp. in its unsolicited tender offer to purchase all of the issued and outstanding shares of common stock of Performance Shipping Inc.
- Politan Capital Management in its proxy contest with Masimo Corporation and successful effort to add two new directors, including Politan’s Managing Partner and Chief Investment Officer Quentin Koffey, to the company’s board.
- Jonathan Milner, the founder and one of the largest investors in Cambridge, U.K.-based Abcam plc, in his successful effort to call an extraordinary general meeting of shareholders which led the company to announce a review of strategic alternatives.
- Pura Vida Investments in its successful effort to appoint four new directors to the board of Cutera, Inc.
- Soroban Capital Partners in its investment in Union Pacific.
- ValueAct Capital in its investments in various companies.
- Veris Residential, Inc. in response to an unsolicited takeover bid by Kushner Companies.
- Veris Residential, Inc. in its disposition of certain major assets comprising part of its Harborside portfolio on the New Jersey Waterfront for an aggregate price of $420 million.
- Veris Residential, Inc. in its response to, and entry into a cooperation agreement with, Madison International Realty.
- Mithril II LP in its proxy contest and successful effort, together with M28 Capital, Population Health Partners, Polaris Partners and Adimab LLC, to add three new directors to the board of Adagio Therapeutics, Inc.
- Mantle Ridge LP in its investment in Dollar Tree, Inc. and successful effort to add seven new directors, including Paul Hilal, to the company’s board and install Rick Dreiling as executive chairman.
- Politan Capital Management on its investment in Centene Corporation and successful effort to add five new directors to the company’s board.
- Pacific Point Wealth Management in its agreement with C.H. Robinson Worldwide, Inc. to appoint two directors to the company's board.
- Standard Industries in its successful $7 billion unsolicited effort to acquire W.R. Grace & Co.
- Hudson Executive Capital LP in its investment in eHealth, Inc. and successful effort to appoint two directors to the company’s board.
- Vann Avedisian in his successful appointment to the board of Potbelly Corporation.
- Sachem Head Capital Management LP in its investment in and agreement with International Flavors & Fragrances, granting Sachem Head the option for Managing Partner Scott Ferguson to join the company’s board.
- Ashford Hospitality Trust, Inc. in its successful defense against an activist campaign by Cygnus Capital and related litigation that resulted in the withdrawal by Cygnus of all of its director nominations for election at the company’s annual meeting.
- Hudson Executive Capital LP in its agreement, along with Apollo Global Management, Inc., to acquire Cardtronics plc for $2.3 billion.
- Senator Investment Group, LP in its partnership with Cannae Holdings, Inc. to make an approximately $7 billion unsolicited acquisition proposal for CoreLogic, Inc. and successful effort to replace three directors on the company’s board.
- Sachem Head Capital Management LP in its $1.2 billion acquisition of a 9.1% stake in Elanco Animal Health Inc. and successful effort to appoint three new directors, including Sachem Head Managing Partner Scott Ferguson, to the company’s board.
- Bow Street LLC in its $2 billion proposal to acquire Paramount Group, Inc.
- Bow Street LLC in its proxy contest with Mack-Cali Realty Corporation and successful effort to add eight new directors to the company’s board.
- The Special Committee of HC2 Holdings, Inc. in its response to activist investor MG Capital and subsequent sale of Continental Insurance Group.
- Hudson Executive Capital LP in its proxy contest and related litigation with USA Technologies Inc. and its successful effort to add eight new directors, including Hudson Executive founder Douglas Braunstein, to the company’s board.
- D.E. Shaw & Co. on its efforts to encourage Exxon Mobil Corp. to improve performance as well as its environmental reputation.
- Safe Bulkers, Inc. in connection with the adoption by its board of directors of a shareholders rights plan and a subsequent SEC-registered at-the-market offering program for its shares of common stock.
- The Howard Hughes Corporation in a Rule 144A/Reg S offering of $750 million aggregate principal amount of 5.375% senior notes.
- Shareholders led by Vann Avedisian in their successful effort to add two directors to the board of Potbelly Corporation.
- Sachem Head Capital Management LP in its acquisition of a 9.4% stake in Olin Corporation and agreement to add two new directors to the company’s board.
- The largest shareholder of LendingClub in its acquisition of Radius Bancorp, the first acquisition by a FinTech lender of a traditional bank.
- The Howard Hughes Corporation in an approximately $344 million bridge loan financing in connection with its $565 million acquisition of two office towers, warehouse space and developable land located in The Woodlands, Texas.
- SRS Investment Management in the renewal of its cooperation agreement with Avis Budget Group, Inc.
- M&G Investment Management in its investment in Trinseo S.A.
- Kingsland Holdings Limited in its $250 million mandatorily convertible loan facility, along with United Airlines Inc., provided to Avianca Holdings S.A.
- Hudson Executive Capital LP in its investments in Akoya Biosciences, Inc., Liberated Syndication, Inc., Tivity Health, Inc. and ViewRay, Inc.
- Mantle Ridge LP in its 20% investment in Aramark and successful effort to add six new directors, including Paul Hilal, to the company’s board.
- Ashford Inc. in its $275 million combination with Remington Holdings.
- Corvex Management in its investment in MGM Resorts International and successful effort to appoint an independent director to the company’s board.
- M&G Investment Management in its proxy contest with Methanex Corporation and agreement to add two new directors to the board.
- D.E. Shaw & Co. in its investments in EQT Corporation, Lowe’s Companies, Inc., Bunge Limited and Louisiana-Pacific Corporation.
- The Kriete family, a significant shareholder of Avianca Holdings S.A., in connection with Avianca’s joint business agreement with United Airlines and Copa Airlines and right to put its Avianca shares to United Airlines.
- Elliott Management Corporation in its investment in NXP Semiconductors N.V. and successful effort to cause Qualcomm Incorporated to raise its takeover bid for NXP.
- Sachem Head Capital Management LP in its proxy contest with Eagle Materials Inc. and Eagle’s plan to separate its Heavy Materials and Light Materials businesses into two independent, publicly traded corporations through a tax-free spinoff to Eagle shareholders.
- Evercore as financial advisor to the Special Committee of DryShips in DryShips’ combination with SPII Holdings Inc.
- Evercore as financial advisor to NRC Group Holdings Corp. in its $966 million merger with US Ecology, Inc.
- Evercore as financial advisor to Global Ship Lease in its combination with Poseidon Containers Holdings to create a leading containership charter owner focused on mid-sized and smaller vessels.
- BW LPG in its proposal to acquire Dorian LPG.
- Investors Nathan Miller and Peter O’Malley in their successful effort to replace the entire board of directors of Destination Maternity Corporation with a majority-female slate.
- The Howard Hughes Corporation in its repurchase of approximately $57 million of common stock in a private transaction.
- Shanda Group in its investment in Community Health Systems.
- Elliott Management Corporation in its majority equity investment in small business loan provider Channel Partners Capital.
- Alcentra Capital Corporation in its response to an activist investor.
- Arrowgrass Capital Partners in its exempt solicitation opposing Ensco plc’s merger with Atwood Oceanics.
- Pershing Square Capital Management, L.P. in its acquisition of an 8% stake in ADP and proxy contest seeking to elect three directors to the board.
- Marcato Capital Management LP in its acquisition of a 6% stake in Deckers Outdoor Corporation and proxy contest seeking to elect 10 directors to the board.
- The Howard Hughes Corporation in a Rule 144A/Reg S offering of $200 million aggregate principal amount of senior notes.
- Ashford Hospitality Trust, Inc. in its approximately $1.27 billion unsolicited proposal to acquire FelCor Lodging Trust Incorporated.
- Darwin Deason in his successful effort to amend the terms of Xerox’s spinoff of Conduent.
- Evercore as financial advisor to the Special Committee of the Board of Directors of Tanker Investments Ltd. in connection with its sale to Teekay Tankers Ltd. in a share for share exchange.
- Marcato Capital Management LP in its acquisition of a 9.9 % stake in Buffalo Wild Wings, Inc. and its successful effort to elect three directors to the company’s board in a proxy contest.
- Mantle Ridge LP in its investment in CSX Corporation and successful effort to install Hunter Harrison as the company’s CEO and to add five new directors, including Paul Hilal and Harrison, to the company’s board.
- The Howard Hughes Corporation in a Rule 144A/Reg S offering of $800 million aggregate principal amount of senior notes and concurrent tender offer and consent solicitation for $750 million aggregate outstanding principal amount of senior notes of another series.
- The Dagim-Go Fish LLC in its sale of The Fishing Company of Alaska, Inc. to Ocean Peace, Inc. and O’Hara Corporation.
- Marcato Capital Management LP in its acquisition of a 5.1% stake in Terex Corporation and its subsequent agreement to add a Marcato representative to the company’s board.
- Soroban Capital Partners LP in its investment in The Williams Companies and in Williams's $37.7 billion acquisition by Energy Transfer Equity.
- GF Capital, LLC in its investment in Comstock Mining Inc.
- Evercore as financial advisor to Höegh LNG Partners LP in a dropdown transaction pursuant to which Höegh LNG Partners acquired a 51% interest in Höegh LNG Colombia Holding Ltd. from a subsidiary of Höegh LNG Holdings Ltd. for a purchase price of $189 million.
- Evercore as financial advisor to the Special Committee of the Board of Directors of Genco Shipping & Trading Limited in Genco’s $125 million sale of preferred stock to a number of investors, including affiliates of Centerbridge, Apollo and Strategic Value Partners.
- Safe Bulkers, Inc. in the novation of a shipbuilding contract to a bankruptcy remote subsidiary of the company, the amendment of payment terms under such shipbuilding contract, and the establishment of a related $50 million joint venture with a third party investor.
- Pershing Square Capital Management, L.P. in its acquisition of a 9.9% stake in Chipotle Mexican Grill, Inc. and subsequent agreement to add four new members to the company’s board.
- Ashford Hospitality Prime, Inc. in its proxy contest and related litigation against activist hedge fund Sessa Capital, which sought unsuccessfully to replace a majority of the company’s board.
- Pershing Square Capital Management, L.P. in its investment in Valeant Pharmaceuticals International, Inc. and the appointment of two representatives, including Mr. Ackman, to the company’s board.
- Datawatch Corporation in its response to, and entry into a cooperation agreement with, activist hedge fund Potrero Capital.
- Pershing Square Capital Management, L.P. in connection with Canadian Pacific Railway Limited’s $30 billion proposed merger with Norfolk Southern Corp.
- Conflicts Committee of the Board of Directors of Dynagas LNG Partners LP in the $240 million purchase from Dynagas Holding Ltd., the partnership's sponsor, of the entity that owns and operates the Lena River, a 2013-built ice class liquefied natural gas carrier.
- Pershing Square Capital Management, L.P. in its acquisition of a 7.5% stake in Mondelez International, Inc.
- The Macerich Company in connection with Simon Property Group's $23.2 billion unsolicited takeover offer and subsequent settlement with two activist investors.
- Peter J. Solomon Co. as financial advisor to Office Depot in its terminated $6.3 billion merger with Staples.
- Ashford Hospitality Trust, Inc. and its affiliated manager, Ashford Inc., in connection with a series of enhancements made to the corporate governance practices of the companies in response to shareholder demands, and in a successful proxy contest.
- Innophos Holdings in its response to an activist investor’s demand to enact an action plan to improve shareholder value.
- Equity Group Investments in its partnership with Corvex Management and Related Fund Management in their successful effort to replace the board of trustees of CommonWealth REIT with a new slate of trustees that included Equity Group Investment's Sam Zell.
- Tronox Limited in its $1.64 billion acquisition of FMC Corporation's alkali chemicals business.
- Sachem Head Capital Management LP in its acquisition of a 9.8% stake in CDK Global, Inc.
- Conflicts Committee of the Board of Directors of Dynagas LNG Partners LP in the $257.5 million purchase from Dynagas Holding Ltd., the partnership's sponsor, of the entity that owns and operates the Yenisei River, a 2014-built ice class liquefied natural gas carrier.
- Evercore as financial advisor to the Transaction Committee of the Board of Directors of Star Bulk Carriers Corp. in its $653 million acquisition of Oceanbulk Shipping LLC and Oceanbulk Carriers LLC.
- Furiex Pharmaceuticals, Inc. in its up to $1.5 billion sale to Forest Laboratories, Inc.
- Conflicts Committee of the Board of Directors of Dynagas LNG Partners LP in the $235 million purchase from Dynagas Holding Ltd., the partnership's sponsor, of the entity that owns and operates the Arctic Aurora, a 2013-built ice class liquefied natural gas carrier.
- Pershing Square Capital Management, L.P. in its partnership with Valeant Pharmaceuticals International, Inc. to make an approximately $54 billion unsolicited takeover bid for Allergan, Inc.
- Citigroup Global Markets Inc. as financial advisor to Horizon Pharma, Inc. in its $660 million acquisition of Vidara Therapeutics.
- AMCOL International Corporation in the $1.7 billion sale of the company to Minerals Technologies Inc. and competing bid from Imerys S.A.
- Vista Equity Partners in its $1.05 billion acquisition of The Active Network, Inc.
- Pershing Square Capital Management, L.P. in its acquisition of a 9.8% stake in Air Products and Chemicals, Inc.
- rue21, inc. in the $1.1 billion sale of the company to Apax Partners.
- 3G Capital in its $28 billion acquisition, together with Berkshire Hathaway, of H. J. Heinz Company.
- Pershing Square Capital Management, L.P. in its $271.9 million sale of General Growth Properties, Inc. (GGP) warrants to Brookfield Asset Management Inc. and the entry by the parties into various undertakings to improve GGP's corporate governance.
- Ad hoc committee of charter-in tonnage providers to TORM A/S, including Prime Marine, BW Maritime and FSL Trust, in connection with TORM's $1.8 billion restructuring.
- Prime Marine, an Athens-based ship management company, in the acquisition by an affiliate of two Long Range 1 product tankers.
- Danaher Corporation in its $338 million acquisition of IRIS International, Inc.
- Evercore as financial advisor to the Board of Directors of M&T Bank Corporation in its $3.7 billion acquisition of Hudson City Bancorp, Inc.
- Pershing Square Capital Management, L.P. in its $195 million sale of its minority stake in Brazilian shopping mall company Aliansce Shopping Centers S.A. to General Growth Properties, Inc.
- Nexstar Broadcasting Group, Inc. in its $285.5 million acquisition of 12 television stations from Newport Television, LLC.
- Pershing Square Capital Management, L.P. in its successful bid to elect a slate of seven candidates to the board of directors of Canadian Pacific Railway Limited.
- Solutia Inc. in the $4.7 billion sale of the company to Eastman Chemical Co.
- Oaktree Capital Management LP in its $1.13 billion acquisition, via a plan of reorganization under Chapter 11 of the Bankruptcy Code, of General Maritime Corporation.
- Tronox Incorporated in its $3.4 billion acquisition of the South African and Australian mineral sands business of Exxaro Resources Ltd. of South Africa.
- Oaktree Capital Management LP in connection with the private equity firm's unsolicited $670 million offer for toymaker Jakks Pacific Inc.
- Evercore as financial advisor to DryShips Inc. in its $239 million acquisition of OceanFreight Inc.
- Constellation Energy Group, Inc., parent company of Baltimore Gas & Electric Company, in its $7.9 billion merger with Exelon Corporation.
- Liquor industry veteran David Kanbar, co-founder of the Skinnygirl spirits brand, in the sale of the brand to Beam Global Spirits & Wine, the premium spirits business of Fortune Brands, Inc.
- Danaher Corporation in the $685 million sale of its Pacific Scientific Aerospace business to Meggitt PLC.
- ABB Ltd in its $4.2 billion acquisition of Baldor Electric Company.
- Pershing Square Capital Management, L.P. in its acquisition of a 16.5% stake in retailer J.C. Penney and subsequent agreement with the company to allow Pershing to own up to 26.1% of the retailer.
- Entrepreneur Raphael Yakoby in the sale to Diageo plc of a minority interest in a joint venture that owns the 22 Marquis line of spirits.
- Costamare Inc., an Athens-based container shipping company, in its initial public offering.
- Biovail Corporation in its proxy contest victory over investor Eugene Melnyk.
- SEMCO Energy, Inc. in a joint venture between SEMCO and MidAmerican Energy Holdings Company to construct, own and operate an underground natural gas storage system in the Cook Inlet region of South-central Alaska.
- Raphael Yakoby in the sale to Diageo plc of a majority interest in a joint venture that owns NUVO, the ultra-premium imported sparkling liqueur.
- IBM Corporation in its $1.4 billion acquisition of Sterling Commerce, Inc. from AT&T.
- Johnson & Johnson in its $438 million acquisition of Omrix Biopharmaceuticals, Inc.
- Lazard as financial advisor to the Board of Directors of Lehman Brothers during its exploration of strategic alternatives during the financial crisis.
- Safe Bulkers, Inc. in its initial public offering and in various subsequent securities offerings.
- The Public Service Enterprise Group Inc. (PSEG) in the $685 million sale to AEI of its ownership interests in the Chilean electric distributor Chilquinta Energía S.A. and the Peruvian electric distributor Luz del Sur S.A.A.
*Certain representations occurred prior to Richard's association with Cadwalader.
