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Stephen
T.
Giove
Partner
Education
Cornell University Law School, J.D., 1985
Cornell University, Johnson Graduate School of Management, M.B.A., 1985
State University of New York at Binghamton, B.S. Accounting, 1981
Practice
Mr. Giove is a partner in the Capital Markets–Americas Group of Shearman & Sterling. His financing experience includes representation of issuers and underwriters in initial public offerings and offerings of common and preferred stock, convertible securities, high yield and investment grade debt and commercial paper. He has also represented corporate clients in a wide variety of corporate transactions, including spin-offs, split-offs, tender offers, exchange offers, consent solicitations, mergers and acquisitions, joint ventures, pre-packaged bankruptcies and out-of-court restructurings. In addition, Mr. Giove provides SEC, corporate governance and Sarbanes-Oxley, as well as strategic and business-oriented advice to clients on a wide variety of issues. He joined the firm in 1987, became a partner in 1993, was the firm’s hiring partner from 1997-1999 and was the co-head of its US Capital Markets Group from 2003-2007.
Recent Experience
- Cadbury Schweppes in its contemplated spin-off of Dr. Pepper Snapple Group, Inc., its North American beverages business
- Viacom in its separation into two separately traded public companies—Viacom (which includes MTV Networks and Paramount Pictures) and CBS Corp.
- Goldman Sachs, UBS, Citigroup, Morgan Stanley and CSFB in various securities offerings, including for The Interpublic Group of Companies and Capmark Financial Group
- Quest Diagnostics in various acquisitions, including its acquisition of Ameripath, LabOne, Unilab and SmithKline Beecham’s clinical laboratory business
- WebMD Health, Blockbuster, CareInsite and Vonage in their IPOs
- Boston Scientific in its consideration of a carve-out IPO of its endosurgery business
- TrizecHahn in its corporate reorganization and establishment of a REIT in the United States
- Viacom in its acquisitions of CBS, Paramount Communications, Blockbuster and its minority interest in Infinity Broadcasting
- Corning, Quest Diagnostics, Emdeon and Vertrue in convertible bond offerings
- Viacom, Dun & Bradstreet, CBS, Quest Diagnostics, TrizecHahn, Corning and Vertrue in high yield and investment grade debt offerings
- Corning in its spin-off of Covance and Quest Diagnostics
- Viacom in its exchange offer/split-off transaction involving its controlling interest in Blockbuster and its exchange offer/split-off transaction with Tele-Communications Inc. relating to its cable TV systems
- Quest Diagnostics, Viacom, Corning, Infinity Broadcasting and McGraw-Hill in debt tender offers
- AES, Active Health, BCE, Discovery Zone, Fidelity National Financial, Interactive Data, iPlace, McGraw-Hill, Merrill Corp., MTVi, National Amusements, Orthofix, 7-Eleven, Sofamor-Danek, Trizec Properties are other clients to whom Mr. Giove has rendered securities and corporate law advice
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