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John
D.
Wilson
Partner
Education
University of Pennsylvania, J.D., 1979,
Arthur Littleton Instructor
Colgate University, B.A., 1974, magna cum laude
Practice John Wilson has been a partner of Shearman & Sterling since 1988. From 2001 to 2010 he served as the Managing Partner for Shearman & Sterling’s Bay Area offices. From 2005 until 2009, he served as an elected member of the firm’s Policy Committee. Prior to 2001, he was a partner in the London office for five years, in the Paris office for three years, and in the New York office. He concentrates on securities and finance matters and mergers and acquisitions, including initial public offerings and other global equity securities offerings, complex acquisitions and joint ventures. He also regularly advises companies, Boards of Directors and Audit Committees on corporate governance matters, including Sarbanes-Oxley Act compliance, internal investigations, fiduciary duties and disclosure matters. Mr. Wilson has an extensive background in high yield debt, private equity and acquisition finance transactions, and public recapitalizations and restructurings.
Mr. Wilson is listed as a leading capital markets lawyer in the Guide to the World’s Leading Capital Markets Lawyers, a practice area directory produced by Euromoney Publications LLC. He is also listed as one of the nation’s leading capital markets lawyers in Legal Media Group’s The Best of the Best USA 2012 Expert Guide and in Band 1 for California capital markets lawyers in the 2012 Chambers USA Client’s Guide to America’s Leading Lawyers for Business.
Experience
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Various U.S. and non-U.S. Companies, including:
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Various Abu Dhabi sovereign wealth funds in connection with cross-border investments and related activities, including the formation of GLOBALFOUNDRIES and the acquisition of Chartered Semiconductor Ltd.
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Levi Strauss & Co. (apparel) on general securities law compliance, SEC reports, disclosure and related matters, including its high yield debt offerings and related debt tender offers
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PowerLight Corporation in connection with its acquisition by SunPower Corporation in 2007
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STMicroelectronics, N.V. (semiconductors) in connection with its initial public offering in the United States, ongoing U.S. securities law compliance, SEC reports, various common stock, convertible debt and other offerings, disclosure matters and various M&A projects, including its acquisition of Genesis Microchip Inc in 2008, the formation of its Numonyx joint venture in 2008 with Intel and Francisco Partners and the sale of Numonyx to Micron Technology Inc. in 2010
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The Special Committee of the Board of Directors of The Robert Mondavi Corporation (winery) in connection with its equity recapitalization transaction in 2004
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Nokia Corporation (wireless telephony) in connection with ongoing U.S. securities law compliance, SEC reports and disclosure matters
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Dassault Systemes S.A. (CATIA/CADAM software) in connection with its initial public offering in the United States, ongoing U.S. securities law compliance, SEC reports and disclosure matters
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Fort Howard Corporation (paper) and Coltec Holdings, Inc. (industrial manufacturing) in connection with their securities offerings, including high yield debt and equity transactions, and ongoing corporate matters
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Freeserve plc (Internet ISP) in connection with its initial public offering in the United States, ongoing U.S. securities law compliance, SEC reports and disclosure matters
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Riverdeep Group plc (Internet educational software) and Interactive Investor International plc (Internet financial portal) in connection with their initial public offerings in the United States and initial SEC reports
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Conrail in connection with its initial public offering
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Bouygues Offshore S.A. in connection with its initial public offering in the United States, ongoing U.S. securities law compliance, SEC reports and disclosure matters
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Mediaset S.p.A. in connection with its initial public offering internationally and Rule 144A placement of ordinary shares in the United States
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Underwriters in IPOs or equity offerings for:
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Skullcandy, Inc.
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First Solar, Inc.
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TRX, Inc.
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PortalPlayer, Inc.
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Kohl’s Department Stores
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Callidus Software
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ARM Holdings plc
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Leapfrog Enterprises, Inc.
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COLT Telecom Group plc
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Headwaters, Inc.
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Equant N.V.
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Authentic Fitness, Inc.
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KPN (the Dutch PTT)
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Daimler-Benz (the first U.S. registered public offering by a German company)
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Del Monte Foods Company
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Ryanair Holdings
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Maybelline Corporation
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Vendex International N.V.
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BE Semiconductor Industries
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Ittierre Holding S.p.A.
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Initial Purchasers or Placement Agents in high yield or investment grade offerings for:
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Amgen Inc.
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eBay Inc.
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URS Corporation
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FLIR Systems, Inc.
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Del Monte Corporation
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Broadcom, Inc.
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Cricket Communications, Inc.
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Bio-Rad Laboratories, Inc.
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Fontainbleau Las Vegas Holdings, LLC
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Prospect Medical Holdings, Inc.
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Gaylord Entertainment Company
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Station Casinos, Inc.
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Starbucks Corporation
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National Semiconductor Corporation
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Dobson Cellular Systems, Inc.
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TeleWest Communications plc
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Kabelmedia GmbH
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Luxfer Holdings plc
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Exide Corporation and Exide Holdings Europe S.A.
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Financiere Neopost S.A.
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COLT Telecom Group plc
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Silgan Holdings Inc.
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V2 Music plc
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Fort Howard Corporation
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Container Corporation of America
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Burlington Industries, Inc.
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Coltec Holdings, Inc.
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Owens-Illinois, Inc.
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RJR Nabisco (including the acquisition financing and various subsequent exchange offers and high yield offerings)
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Placement Agents or Underwriters in convertible debt offerings for:
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Private equity firms in LBOs and related transactions including:
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Thomas H. Lee Company in the LBO of Hills Stores (SCOA)
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Morgan Stanley Capital Partners and its affiliates in private equity transactions involving Kohl’s Department Stores, Equant N.V., Fort Howard Corporation, Coltec Holdings, Inc., and other matters
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Soros Private Equity Partners in various European transactions
Selected Professional & Business Activities
- Former staff member (1974-1975), U.S. House Republican Conference (John B. Anderson of Illinois)
- Trustee, World Affairs Council of San Francisco
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