Doreen E. Lilienfeld

Overview

Doreen E. Lilienfeld is the firm’s Global Managing Partner. She also previously served as the Practice Group Leader for the Global Governance & Advisory Practice Group; Compensation, Governance and ERISA / Private Clients.

She focuses on a wide variety of compensation-related matters, including the design and implementation of retention and compensation plans, disclosure and regulatory compliance, and employment negotiations with senior executives. She has advised both U.S. and non-U.S. issuers on corporate governance and regulatory requirements relating to compensation and benefits matters and high profile individuals in their employment and severance negotiations.

Doreen regularly advises Altice USA, CVS Health Corporation, Dick’s Sporting Goods Inc., Electronic Arts Inc., Genmab, IMAX Corporation, JetBlue Airways, Lovesac, Promethean, Quest Diagnostics Incorporated, Telus International, The Chefs’ Warehouse and Vavoline, amongst others in relation to regular executive compensation, disclosure and governance advice.

She has been a resident in the Frankfurt, London and Bay Area offices of Shearman & Sterling. She is a lecturer in Executive Compensation at the Berkeley School of Law.

Experience

Technology and Telecom

Altice USA, Inc., in its separation and spin-off from Altice N.V., including its initial public offering of common stock and Altice N.V. in its $17.7 billion purchase of Cablevision
Citrix Systems Inc. in its acquisition of Wrike, Inc.
Hitachi in its $9.5 billion acquisition of GlobalLogic Inc.
Intapp in its $314 million initial public offering and Nasdaq listing
Liberty Global plc in its
- acquisition of Cable and Wireless Communications plc in a public transaction valued at $8.2 billion
- $23.3 billion acquisition of Virgin Media plc and as parent of Virgin Media in its joint venture with O2

NIC Inc. in its $2.3 billion all-cash acquisition by Tyler Technologies Inc.
Quest Diagnostics in various matters, including its acquisitions of Athena Diagnostics, Inc. and Celera Corporation and its $2 billion acquisition of AmeriPath
Salesforce.com in its $2.8 billion public tender offer for Demandware, Inc. and in its acquisition of private company Quip, Inc.
SAP SE and Qualtrics International Inc. in
- The carve out of Qualtrics from SAP, consisting of Qualtrics’ $1.55 billion public offering
- Qualtrics International in its $1.125 billion acquisition of Clarabridge and;
- The subsequent $12.5 billion sale of Qualtrics Silver Lake and CPP investments
Telus International in connection with its NYSE listing and its acquisition of Lionbridge AI
Texas Instruments Incorporated in its $900 million acquisition of substantially all of the assets related to the operations of a 300-mm semiconductor factory in Lehi, Utah from Micron Technology, Inc.
Vice Media in its Chapter 11 filing and related employee compensation matters
VMware on its acquisitions of Octarine, Datrium and SaltStack, Inc.
Vontier Corporation in its definitive agreement to acquire DRB Systems, from affiliates of New Mountain Capital for approximately $965 million
WebMD Health Corporation in its sale to KKR in a $2.8 billion tender offer
Zillow, Inc. in its acquisition of competitor Trulia, Inc. in a stock-for-stock transaction

Healthcare and Life Sciences

AcelRx Pharmaceuticals in its acquisition of Lowell Therapeutics
CVS Health in its
- $69 billion acquisition of Aetna
- $10.6 billion acquisition of Oak Street Health
GlaxoSmithKline plc in its $5.1 billion acquisition of Tesaro
Ambipar Response's business, an environmental services provider, in its combination with HPX
invoX Pharma Limited, on its acquisition of F-star Therapeutics, Inc. for $161 million
Novartis’ $3.9 billion acquisition of Advanced Accelerator Applications

Transport and Industrials

Albemarle Corporation in its $6.2 billion merger with Rockwood Holdings, Inc. and its $3.2 billion sale of its Chemetall Surface Treatment Business to BASF
B/E Aerospace, Inc. on its process to separate its industry-leading businesses into two independent, publicly traded companies, including management team transitions and appointments related to the separation
The Dow Chemical Company in its $130 billion transaction with DuPont involving combination of the two companies and separating them into three publicly trading entities and the resulting $50 billion spin-off of Dow Inc.; its $5 billion Reverse Morris Trust transaction with Olin; its acquisition of Rohm and Haas Corporation; its $1.67 billion auction sale of Morton Salt to K+S Aktiengesellschaft; its $1.63 billion auction sale of Styron to Bain Capital; its auction sale of the global polypropylene business to Braskem; and advice to Dow on related compensation and pension matters
Laxness in connection with its $1.075 billion acquisition of Emerald Kalama Chemical
LyondellBasell Industries N.V. in its $2.25 billion acquisition of A. Schulman, Inc.
KMG Chemicals $1.6 billion acquisition by Cabot Microelectronics Corporation

Consumer, Food and Retail

Bojangles, Inc. in its sale to Durational Capital Management and The Jordan Company in a public company merger transaction
The Chefs’ Warehouse in its acquisition of Chef Middle East, a leading distributer of specialty food and beverage products in the United Arab Emirates, Qatar, and Oman, from Gulf Capital
Tire Rack Holdings, Inc. in its acquisition by Discount Tire

Energy and Energy Transition

American Water Works Company, Inc. in its $1.275 billion sale of its Homeowner Services Group to funds advised by Apax
Aegion Corporation in its $963 million sale to an affiliate of New Mountain Capital, L.L.C.
General Electric in the combination of the GE Oil & Gas Business with Baker Hughes, Inc. to create a $32 billion oilfield provider
Volta, an industry-leading electric vehicle charging and media company, in an agreement to be acquired by Shell USA, for $169 million

Financial Services

Société Générale, a leading European bank, on its plan to form a joint venture with AllianceBernstein, a leading global investment management and research firm, through the combination of their respective cash equity and equity research businesses

Regularly advises individual executives of public companies and private enterprises on employment, severance and retention issues, including:

Jim Bell, in his separation as CFO of GameStop
The management team of Wolt in its acquisition by Doordash
Pina Albo, CEO of Hamilton Group
Fred Knechtel, CFO of Genewiz, Inc.
Leo Melamed, Chairman Emeritus of Chicago Mercantile Exchange
Balan Nair, CEO of Liberty Latin America
The Management Team of MeetUp, Inc. (now a subsidiary of WeWork)
The executive team of Talen Energy in its acquisition by Riverstone Holdings
The management team of MoPub Inc. in its separation from Twitter, Inc.
David Karp, the founder and CEO of tumblr, with his employment, retention and tax arrangements in connection with its sale to Yahoo! for $1.1 billion
Carole Hochman as the CEO of Naked Brand Group
Eileen O’Neill in the negotiation of her employment agreement in connection with her promotion to the position of Global Group President, Discovery Studios
The management team of Ebates Inc. in the negotiation of a retention plan, employment agreements, and the departure arrangements for the CFO, in connection with Ebates $1 billion acquisition by Rakuten, Inc.
Victor Luis, the CEO of Coach, Inc.