Woolery & Co.N E W   Y O R K

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New York skyscrapers

The Firm

James C.  Woolery (Jim) and Mathew J.  Saur (Matt), together with our team, founded the Woolery & Co. PLLC law firm to serve as a strategic advisor to a select group of corporations, families and institutions.

Drawing on our unique combination of legal, banking, and investment experience, we are singularly focused on delivering independent advice that meaningfully impacts our clients’ most important business goals.  Free of the conflicts of larger firms, we deploy bespoke solutions across critical disciplines that align with our clients’ interests—including the selection and use of outside advisors, transaction catalytics, executive efficiencies and media relations—to optimize overall value, risk management and timing of outcomes.  To support the differentiated, holistic advice that we promote, our lawyers are supplemented by a team of in-house financial analysts that synthesize and analyze market data in a client-first format.  All analysis and advice from our Firm is delivered with a focus on confidentiality and discretion.

Background

Jim Woolery and Matt Saur have served as advisors and principals at some of the world’s most prestigious firms, advising on many of the most complex and high stakes legal, financial, media and activist contests of the past two decades.  As a senior partner at Cravath, Swaine & Moore LLP, Mr. Woolery helped to establish the Mergers & Acquisitions/Business Development and Strategy department, advising public company boards of directors on scores of completed mergers, spin-offs, joint ventures and LBOs, including the leveraged buyout of TXU, the largest in history; the first public company M&A transaction between the U.S.  and China with IBM’s historic sale of its Thinkpad Personal Computer business to Lenovo; the LBOs of J.  Crew, Michaels Stores, Manor Care, The Container Store, among others; Affiliated Computer Services’ $6.4 Billion sale to Xerox Corp., resulting in the industry standard “Xerox language” for acquisition financing; and the Air Products/Airgas hostile takeover battle resulting in the seminal Delaware poison pill case law in Airgas I and Airgas II.  Most recently, after Mr. Saur joined Mr. Woolery from Cravath, Swaine & Moore, Messrs. Woolery and Saur successfully enjoined Xerox’s proposed $6.1 Billion sale to Fujiflim—the first such injunction in modern New York corporate history, resulting in the settlement and takeover of Xerox Corp. in 2018 by Darwin Deason and Carl Icahn.  Messrs. Woolery and Saur then combined in 2020 to advise Xerox on its proposed $35 Billion hostile tender offer of Hewlett-Packard.  As an investment banker at JPMorgan & Co., Mr. Woolery served as the Co-Head of Mergers & Acquisitions, advising on several of market shaping transactions, including the $24.4 Billion LBO of Dell by Michael Dell and Silver Lake, AT&T’s proposed $39 Billion acquisition of T-Mobile, and Medco’s $35 Billion merger with Express Scripts.  As a hedge fund co-founder and principal of Hudson Executive Capital, Mr. Woolery co-developed a friendly activist M&A strategy termed “Constructive Engagement”, deployed to support and catalyze as a strategic investor WhiteWave Food’s $12.5 Billion sale to Danone; CIT Group’s $10.3 Billion aircraft leasing sale to Avalon; and Heartware’s $1.1 Billion sale to Medtronic.  Messrs. Woolery and Saur have been directly involved in the formation and placement of several proposed Special Purpose Acquisitions Companies (SPACs) and are leading strategic advisors in family office private placements/M&A transactions, including the successful completion in July 2020 of a family-owned biotech company’s successful multi-Billion, family office led auction.

Areas of Focus

As a Firm, we do not accept routine matters or relationships.  Given our chosen size and structure, our principal focus is on building deep relationships with our clients and their matters so we may provide unique creativity, value and perspective to assist them in achieving their goals.  We welcome the opportunity to partner with our clients’ existing advisors and stakeholders, including larger law firms, where historic understanding, economies of scale or unique expertise are aligned and valuable for the client.  Each of our products and services is designed to be accretive to, not in place of, our clients’ existing programs and personnel.

Mergers and Acquisitions

We have advised on well over $1 Trillion in transactions and have operated in the global M&A environment at a senior level for over two decades.  We service clients ranging from global corporations, families and family offices, independent directors, strategic investors and other blue chip institutions.  In the M&A ecosystem, we have direct experience and relationship capital with a myriad of advisors, investors, stakeholders and media outlets over many transactional formats, proxy contests and business cycles, which, together with an independent model free of broad institutional conflicts, positions us to confidentially deliver bespoke and differentiated strategies and solutions.  Our matters frequently include fundamental governance, structural, stakeholder and/or litigation complexity that heighten the client's need for nimble independent advice.

Shareholder Activism/Hostile Takeovers

Prior to and following the Financial Crisis, we advised and helped catalyze some of the most high profile and complex hostile takeovers and activist situations in the marketplace.  These situations include Xerox’s hostile bid for rival HP, Air Products hostile bid for Airgas, and numerous proxy contests and contested votes involving, among others, Carl Icahn, Pershing Square (Bill Ackman), Elliott Management, Third Point (Dan Loeb) and Starboard Value.  With our deep experience across the Wall Street ecosystem, we personally know most of the principals and their businesses, allowing us to bring a unique and independent principal-focused perspective and energy that may exceed or complement that of a typical advisor. 

Corporate Governance/Shareholder Engagement

Mr. Woolery, who co-founded The Shareholder Director Exchange in 2014, has been one of the most prominent voices on shareholder relations over the last 15 years.  Mr. Woolery—along with other leading independent directors and representatives—helped lead the initiative to develop the SDX Protocol, a framework of guiding principles for shareholder-director engagements.  Both on behalf of clients and to shape policy, our team has engaged and negotiated key ESG issues with leading asset managers and pensions that include, among others, BlackRock, Vanguard, State Street, Fidelity, Neuberger Bergman, CalPERS and CalSTERS, as well as numerous other funds and voters of stock.

Direct Investing

Through advice and connection, our team bridges the gap in the direct investing industry where participants who were once solely limited partners of funds now act as principals directly investing in opportunities.  Given the investor type involved, these investments are frequently crafted to fit a specific investment need as well as to promote broader partnership and deal flow among those involved.  To facilitate transactions, we have developed an exclusive network of family offices, pensions, sovereigns, endowments and high-net-worth individuals that come together around transactional opportunities and investment knowledge sharing.  For example, in 2020, our team advised on a significant capital raise at a media company primarily owned by two Billion-dollar family offices.  The capital raise was unique because the families wanted to package the media investment with broader partnership and investment opportunities across family offices.  Our ability to combine high level strategic legal advice with capital formation is fundamental to our client approach in direct investing.

Bet-the-Company and M&A Litigation

Our team frequently advises on our clients’ most significant M&A litigation matters, being the liaison between the c-suite or principals and the outside litigation team.  Our primary function is to help our c-suite and principal clients determine key business objectives in the litigation and execute against those objectives in a business-first manner.  For example, our team developed and executed the litigation and related media strategy for Darwin Deason and Carl Icahn when the investors sought to block Xerox’s merger with FujiFilm.  This strategy resulted in a first-of-its-kind injunction in New York and the ultimate takeover of Xerox by the investors.  Other recent examples include material litigations and disputes for Post Holdings, Genuine Parts, Airgas I and Airgas II and a multi-Billion dollar biotech company.

Special Purpose Acquisition Companies (SPACs)

Utilizing our team’s unique backgrounds in M&A, investing and corporate governance/shareholder engagement, we have been in the vanguard of the SPAC market, focusing on the intersection of capital formation and M&A target selection.  Our understanding of the investment landscape from a principal’s perspective, where the money is and where it is going, allows our clients to capitalize on market inefficiencies.  We serve as an accelerator for our clients, ensuring they go-to-market with best-in-class teams and stakeholders through confidential and discreet access to our family office and investor network.  Recently, a client who is a high-growth company founder, considered launching a SPAC in his own vertical area of expertise.  Our team assisted this founder in all aspects of the SPAC process: developing the thesis and a potential target list for the SPAC, connecting with key leaders at the underwriters and introducing the founder to numerous potential board members and capital sources.  Our involvement provided the founder with the core knowledge and building blocks for a successful launch in a matter of weeks, not months. 

Crisis Management/Media Relations

Rooted in our Firm’s lean design, we provide our clients a discrete platform to nimbly navigate complex and high-profile issues of all forms.  Because we place confidentiality and discretion at the forefront of our business, we have been selected as a trusted advisor by global corporations, families and family offices, independent directors, strategic investors and other blue chip institutions on their most critical issues.  Our team leverages relationships with the leaders in media, including print and television, to drive results for clients.  For example, we recently advised a multi-generational family office on a cross-border issue relating to COVID-19.  Our team utilized a subset of our speciality advisor network to craft a plan of action, taking into account potential media fallout due to the profile of the family and relation to COVID-19, for a successful resolution.  The plan required, among other things, discussions with multiple United States and foreign governmental entities and agencies, physical and cyber security reviews and strategies, and brokering a cross-border commercial business transaction.