Scott Miller has a broad-based practice emphasizing international capital markets transactions, mergers and acquisitions, and private equity and strategic initiatives and investments. He also advises a number of clients on SEC compliance and corporate governance matters. He has represented principals in M&A transactions valued at well over $100 billion as well as issuers and underwriters in IPOs and other securities offerings generating more than $50 billion in proceeds.
The breadth of Mr. Miller’s practice is illustrated by several recent major engagements:
- Acting as principal outside counsel to Fiat S.p.A., including in a range of strategic matters including the formation of its industrial alliance with Chrysler and New Chrysler’s bankruptcy-assisted acquisition of the assets of Old Chrysler as part of the U.S. government-sponsored restructuring of the U.S. auto industry, in the 2011 spin-off of its capital goods business, Fiat Industrial and in the 2014 acquisition of the remaining minority shareholding in Chrysler ($3.65 billion), as well as in the termination of Fiat’s industrial alliance with General Motors, in which Fiat received a $2 billion payment.
- Representing Chrysler Group LLC in a number of significant transactions, including its proposed 2013 initial public offering; $13 billion of leveraged financing transactions in 2011 and 2014 to repay funding provided by the U.S. and Canadian governments and debt issued to its retiree health care trust (VEBA) in connection with the 2009 restructuring of the U.S. automotive industry and in connection with Fiat’s acquisition of majority ownership in 2011 ($10.5 billion).
- Representing DISH Network in its $10 billion unsolicited offer for Clearwire (later terminated) as well as over $20 billion in high yield debt offerings and a number of other strategic M&A and investment transactions (including its proposed acquisitions of Sprint Nextel and LightSquared, the $3.2 billion spin-off of EchoStar; its acquisition of Sling Media and its investments in Sirius XM Radio and TerreStar Networks).
- Representing Apollo Tyres (India) in its proposed acquisition of Cooper Tire & Rubber and in successfully defending Apollo from litigation brought by Cooper in connection with that transaction.
- Representing CNH Industrial NV in the $13 billion going private takeover of Case New Holland to form the world’s third largest global capital goods business.
- Acting as principal outside counsel to VeriFone Systems Inc. including in a number of significant transactions, including its initial public offering, as well as over $1 billion in equity and debt offerings and its acquisitions of Lipman (Israel), Hypercom Corp. and Point International (Sweden).
- Representing Bucyrus International, Inc. in its $8.6 billion sale to Caterpillar Inc. (2011) and its 2010 acquisition of the Terex mining equipment business ($1.3 billion).
- Representing Thomas Weisel Partners Group in a number of strategic transactions from its initial public offering to its 2010 sale to Stifel Financial Corp.
- Representing Alcan Inc. (Canada) in several milestone transactions including its successful defense against an unsolicited $27 billion takeover attempt by Alcoa and its subsequent $46 billion acquisition by Rio Tinto (2007), its spin-off of Novelis Inc., the world’s largest producer of aluminum rolled products and its $7 billion hostile takeover of Pechiney (among the first hostile offers for a French company and named “Deal of the Year” by, inter alia, Corporate Finance magazine and Institutional Investor).
- Representing Veritas Capital in its $1.25 billion acquisition of Thomson Reuters’ healthcare business (Truven Healthcare).
- Representing EchoStar in its 2011 acquisition of Hughes Communications Inc. ($2.6 billion) and $2 billion of leveraged bridge financing and related high yield note takeout financings.
- Representing Samsung in its unsolicited offer to acquire SanDisk.
- Representing Univar Inc. in its proposed initial public offering and its proposed shareholder CVC Capital Partners and Univar in a sale of a 50% stake in Univar to Clayton, Dubilier & Rice.
- Representing AT&T (formerly SBC Communications) in a number of transactions, including its strategic alliances with Yahoo! and DISH Network.
Mr. Miller has recently acted in a number of significant corporate and securities matters, investments, strategic alliances and acquisitions involving a range of companies, including Alcan (aluminum), Apollo Tyres (automotive), AT&T (telecom), Bell Canada (telecom), Bucyrus (mining equipment), Chrysler (automotive), DISH Network (multi-channel television), EchoStar (satellite services and television equipment), Fiat (automotive), CNH Industrial (industrial and agricultural equipment), London Bay Capital (private equity), Nokia (telecom equipment), NXP (semiconductors), Philips Electronics (consumer electronics), Rio Tinto (mining), Samsung (semiconductors and consumer electronics), Thomas Weisel Partners (investment banking), Univar Inc. (chemical distribution), VeriFone (payment solutions) and Veritas (private equity).
His international capital markets work has included representing the issuer in the first privatization in Italy as well as IPOs and privatizations in telecommunications, satellite and other technology-intensive industries in over 15 countries. He also has worked extensively with a number of private equity firms on a range of investments and leveraged acquisitions.
Widely recognized as a leading corporate lawyer, he has been named by The American Lawyer as a “Dealmaker of the Year” for taking “U.S.-style hostile takeover techniques to France” in his representation of Alcan in the precedent-setting takeover of Pechiney and as a “Dealmaker of the Week” as counsel for Fiat in connection with its proposal to acquire Chrysler. Mr. Miller was named among BTI Consulting Group’s Client Service All-Stars for 2012, a group nominated by clients as representing the best in client service. Mr. Miller also has been recognized in Chambers USA: America’s Leading Lawyers for Business, Euromoney’s Guide to the World’s Leading Capital Markets Lawyers, IFLR1000: The Guide to the World’s Leading Financial Law Firms, The Best Lawyers in America, Super Lawyers Corporate Counsel Edition, Southern California Super Lawyers, Northern California Super Lawyers and Lawdragon.
The Honorable William A. Norris,
United States Court of Appeals Ninth Circuit,
1985 - 1986