Shearman & Sterling LLP | Corporate Governance

Healthcare

For more than two decades, Shearman & Sterling has been a leader in the healthcare industry, having successfully represented clients across the globe in every sector of the industry, including large pharmaceutical, specialty and generic pharmaceutical, life sciences, biotechnology, medical devices and healthcare services. Our clients include some of the world’s largest healthcare companies, promising startup and research companies, as well as investment banks and private equity firms.

We work with our clients as a strategic advisor to guide them through all phases of growth including capital raising, complex cross-border acquisitions and dispositions, joint ventures and other competitor collaborations, as well as providing strategic counseling with respect to research and development, licensing and distribution of products. We also offer our healthcare industry clients a full range of services in antitrust, litigation, and intellectual property matters.

With lawyers in 20 different offices around the globe, Shearman & Sterling provides comprehensive and integrated legal advice in a wide array of practice areas. Our healthcare clients recognize that we deliver superior results based on our wide-ranging knowledge of the industry and the ability of our healthcare attorneys to draw on their extensive experience working with a diverse client base in the healthcare industry.

Mergers & Acquisitions

Our Mergers & Acquisitions group handles a broad spectrum of M&A transactions in the healthcare industry, including acquisitions and dispositions, joint ventures, strategic alliances and equity investments. We have played leading roles in some of the most complex M&A deals including counsel to Boston Scientific in its $27.2 billion contested bid for Guidant Corporation, the largest deal ever in the medical devices industry. Our healthcare M&A attorneys played the central role as counsel to the Special Committee of the Board of Directors of HCA Inc. in its $33 billion leveraged buyout by a consortium of private equity firms. Our work in this transaction earned Shearman & Sterling the International Financial Law Review (IFLR) “Deal of the Year” award in Private Equity. We have also worked with Novartis on several significant transactions including the transaction that resulted in the formation of Novartis, the purchase of Bristol-Myers Squibb’s North American over-the-counter brand portfolio and the $2.5 billion sale of the Novartis medical nutrition business to Nestlé SA. Our well developed cross-border capabilities are evidenced by our role as counsel to Gambro AB in its $5.4 billion acquisition by Indap AB and our representation of AAIPharma Inc. in connection with its agreement to acquire Cvitkovic et Associés Consultants SA (CAC Oncology). We also advised Sun Pharmaceutical Industries Ltd. in its acquisition of Taro Pharmaceutical Industries Ltd.

Please click here for a comprehensive list of our healthcare M&A representative experience

Capital Markets

Our Capital Markets group represents both companies and underwriters in the full range of US and international securities offerings, including IPOs, equity and debt offerings, equity-linked securities and high-yield debt offerings. We have been involved in some of the largest and most complex securities offerings, including Amgen’s $5 billion convertible senior notes, one of the largest convertible note offerings ever done by a US company. Our global capabilities were utilized in our representation of NicOx S.A. in its €130 million capital increase to further support the development of NicOx's drug development pipeline, which was the largest capital increase carried out in Europe by a company operating in the biotech sector in over five years and the largest capital increase ever carried out by a French biotech company. We have one of the world’s premiere high-yield practices, with particular strength in the healthcare sector. Our experience includes representing Credit Suisse and Morgan Stanley as lead managers in connection with a €1 billion tender offer and a Rule 144A/Regulation S offering of high-yield senior notes of Fresenius Finance B.V. Shearman & Sterling is also active in life sciences and has been involved with the IPOs of some of the world’s promising young healthcare companies, including Acadia Pharmaceuticals, Alnylam Pharmaceuticals, Acorda Therapeutics, BioXell S.p.A., China Medical Technologies, Dendreon Corporation, ExonHit Therapeutics, GPC Biotech, Innate Pharma, Pharmasset, Santhera Pharmaceuticals and Simcere Pharmaceutical Group.

Please click here for a comprehensive list of our healthcare Capital Markets representative experience

Finance

Our finance lawyers are well known for structuring a wide variety of global acquisition financings, including tender offer, merger, leveraged recapitalization and stock and asset purchase financings for both public and private companies. Our finance related advice also involves work on senior and subordinated bridge financings and we are a leading firm in leveraged syndicated finance. We have a strong record of structuring financings on behalf of healthcare companies, for example, our team assisted Boston Scientific in securing a $14 billion senior financing for its acquisition of Guidant and advised Quest Diagnostics as borrower under a $450 million facility by Bank of America. Together with our Capital Markets group, we have broad high-yield debt experience that is key to our finance capability, allowing us to provide one-stop bank/bond financings. Representative experience includes representing Bank of America in leading both the bank and bond financings of Encore Medical by affiliates of The Blackstone Group and representing JPMorgan Chase, Bank of America, and GECC Capital Markets Group in a bank/bond transaction to finance the acquisition of LifeCare Holdings, Inc. We have built extensive relationships with major financial institutions including Morgan Stanley in connection with a $4 billion credit facility for Abbott Laboratories, and Citigroup in a $1.75 billion credit facility for Medtronic, Inc. and again in a $1 billion credit facility for Becton, Dickinson and Company. The team has also acted for Bank of America in connection with a $2.5 billion financing for WellPoint, Inc. as well as a $750 million financing for Caremark Rx, Inc. In addition, we have significant experience in middle market financings including representing CIT Healthcare in a series of acquisition financings.

Please click here for a comprehensive list of our healthcare Finance representative experience

Antitrust

Our global Antitrust group is a full-service practice, offering healthcare companies advice on strategic M&A, multi-jurisdictional pre-merger filings, international cartel and monopoly investigations, private litigation and regulatory issues. Our team is comprised of market-leading practitioners, with vast experience and in-depth knowledge of US and European competition law issues and enforcement agencies and how they work. We have a proven track record in securing clearance in both the US and Europe for complex cross-border mergers, acquisitions and joint ventures. Our presence and experience in key antitrust jurisdictions is an asset in providing advice to our clients which recently included ongoing representation of Novartis in transactions such as the acquisition of Hexal AG and Eon Labs Inc. before the EU Commission and US Federal Trade Commission. In addition to our transactional antitrust work, we have extensive experience in handling federal grand jury investigations into price-fixing, market allocation, bid rigging and other criminal allegations. Our experience includes defending INO Therapeutics in several antitrust counterclaims brought against it in its patent litigation with Sensormedics and Pulmonox.

Please click here for a comprehensive list of our healthcare Antitrust representative experience

Litigation/Arbitration

Our Litigation group is strongly positioned to counsel and protect healthcare companies in today’s challenging litigation and enforcement environment. Our litigation team has substantial experience in a wide range of areas, including securities litigation, government investigations, criminal law, commercial disputes and international arbitration. We have a long-standing tradition of successfully representing clients in litigation concerning securities. For example, we won dismissal of securities fraud and shareholder derivative complaints against Boston Scientific arising from the company's recall of certain of its coronary stents and we also represented Elan Corporation, plc in an SEC investigation, securities class actions, shareholder derivative actions and an action involving a contract dispute. Our white collar criminal, regulation and enforcement practice have substantial experience representing corporate and individual clients in criminal and regulatory investigations. We currently represent Datascope Corp., a medical device manufacturer, as a plaintiff in connection with its claims for theft of corporate opportunity, breach of contract and breach of fiduciary duty. Our International Arbitration group is universally recognized as one the world's finest and we have represented companies in all stages of the arbitration process. This includes pre-contentious negotiations, the conduct of arbitral proceedings, advocacy at trial and the challenge and enforcement of arbitral awards. Our recent representation includes a large Indian pharmaceutical company in an LCIA arbitration in London and two European pharmaceutical companies as respondents in a DIS arbitration in Frankfurt against a European pharmaceutical company.

Please click here for a comprehensive list of our healthcare Litigation representative experience

Please click here for a comprehensive list of our healthcare Arbitration representative experience

Intellectual Property

Our Intellectual Property group is a proven leader in advising healthcare industry clients on intellectual property litigations, infringement and validity analyses and opinions, licensing, portfolio development, due diligence and intellectual property issues arising in corporate and financial transactions. Our IP attorneys have broad range and extensive background in life sciences, including biotechnology, drug discovery, pharmaceuticals and medical instruments and devices. We have represented Incyte in a number of patent infringement suits involving gene expression methods and databases. We have also represented a number of other healthcare industry companies in intellectual property litigation involving trademark infringement, unfair competition, and distribution and joint development contract issues. The firm has also provided IP advice to entities including, Applera, GE Healthcare, Clontech, Connetics, Ciphergen, AAIPharma, Future Medical Systems and Lipid Sciences.

Please click here for a comprehensive list of our healthcare IP representative experience

Shearman & Sterling healthcare partners also work closely with attorneys from our Corporate Governance, ECEB and Tax groups to provide effective and efficient legal and business counsel to the healthcare industry.