Scott Miller has a broad-based practice emphasizing domestic and international mergers and acquisitions, capital markets transactions and strategic initiatives and investments. He also advises a variety of clients on SEC compliance and corporate governance matters, including issues arising under the Sarbanes-Oxley Act. He has represented issuers and underwriters in IPOs and other securities offerings generating more than $50 billion in proceeds and M&A transactions valued at well over $100 billion.
The breadth of Mr. Miller’s practice is illustrated by several recent engagements:
- Representing Fiat in its pending industrial alliance with Chrysler as part of the U.S. government-financed restructuring of the U.S. auto industry, in its proposed transactions involving certain international businesses of General Motors and its related spin-off of its four principal business lines, as well as in the 2005 termination of its industrial alliance with General Motors, in which Fiat received a $2 billion payment
- Representing Alcan Inc. in several milestone transactions including its $5 billion spin-off of Novelis Inc., the world’s largest producer of aluminum rolled products, 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), its successful defense against an unsolicited $27 billion takeover attempt by Alcoa and its subsequent $46 billion acquisition by Rio Tinto (2007)
- Representing DISH Network in its $3.2 billion spin-off of EchoStar, in over $7 billion in high-yield debt offerings and a number of strategic M&A and investment transactions (including its acquisition of Sling Media and its investment in Sirius XM Radio)
- Representing AT&T in its strategic alliances with Yahoo! and DISH Network
Mr. Miller also has acted as issuers’ and underwriters’ counsel in a number of recent initial public offerings, including as issuer’s counsel for Thomas Weisel Partners (investment banking), VeriFone (payment solutions) and Yingli Green (solar).
Mr. Miller also has recently acted in a number of significant corporate and securities matters, investments, strategic alliances and acquisitions involving a range of companies, including AT&T (telecom) Bell Canada (telecom), DISH Network (multi-channel television), EchoStar (satellite services television/broadband equipment), Infineon Technologies (semiconductors), Nokia Corporation (telecom equipment), NXP (semiconductors), Philips Electronics (semiconductors and consumer electronics), AT&T (telecom), Samsung (semiconductors and consumer electronics), Thomas Weisel Partners (investment banking) and VeriFone (payment solutions).
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 15 countries (including the initial public offerings of Telia, Telenor, Hellenic Telecom, Energis, Pharmacia, Scania, SES Astra and Thus). He also has worked extensively with a number of private equity firms on a range of investments and leveraged buyouts.
Mr. Miller joined the Firm in 1986 and was elected partner in 1993. He is a member of the Firm’s Diversity Committee.
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” with his representation of Alcan in the precedent-setting $6.4 billion takeover of Pechiney and as a “Dealmaker of the Week” for his role as counsel for Fiat in connection with its proposal to own a stake in Chrysler. 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, IFLR 1000: 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.