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Scott D. Miller

Vice Chair

Scott D. Miller

Vice Chair
New York +1-212-558-3109+1-212-558-3109 +1-212-558-3588+1-212-558-3588
Palo Alto +1-650-461-5620+1-650-461-5620 +1-650-461-5777+1-650-461-5777
[email protected]

A versatile corporate lawyer, Scott works closely with clients on their most significant and sensitive matters spanning nearly every type of transaction or governance matter. Scott is a trusted advisor to clients, helping them through their most complex M&A, capital markets and other strategic transactions and counseling them through internal and government investigations and other corporate crises.  His international capital markets work has included representing the issuer in the first privatization in Italy and the first German leveraged buyout more than 25 years ago, as well as a range of transactions and other matters in more than 20 countries around the world. 

Scott has recently handled transformative M&A in the automotive, telecommunications and media/technology fields, including transactions involving special purpose acquisition companies (SPAC) and other cutting-edge matters for which he was named a Law360 MVP in M&A in 2020.  Scott was named a “Dealmaker of the Year” by The American Lawyer for taking “U.S.-style hostile takeover techniques to France” in his representation of Alcan in the precedent-setting takeover of Pechiney and was named a “Dealmaker of the Week” as counsel for Fiat in its acquisition of Chrysler.  

For his capital markets work, Scott was named Transatlantic Finance Dealmaker: Equity Capital Markets by The Transatlantic Legal Awards for advising Ferrari in the iconic carmaker’s IPO and spin off.  Scott has also been recognized in Chambers USA: America’s Leading Lawyers for Business, Euromoney’s Guide to the World’s Leading Capital Markets Lawyers, and IFLR1000: The Guide to the World’s Leading Financial Law Firms.  Scott has served on the Firm’s Management Committee since 2014 and as Vice Chair since 2021.



SELECTED REPRESENTATIONS

  • Acting as principal outside counsel to Fiat Chrysler Automobiles in its most significant matters for nearly two decades including:
    • its pending $60 billion 50/50 merger with Peugeot S.A.;
    • its 2019 proposed combination with Groupe Renault as a 50/50 merger;
    • the formation of Fiat’s 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;
    • its pending sale of its global cast iron automotive components business, which is operated through its subsidiary Teksid S.p.A., to Tupy S.A.;
    • the 2018 sale of the Magneti Marelli automotive components business to KKR portfolio company Calsonic Kansei Corporation ($6.5 billion);
    • more than $20 billion in equity and debt financing (including a $3 billion mandatory convertible note offering); and 
    • the termination of Fiat’s industrial alliance with General Motors, in which Fiat received a $2 billion payment.
  • Representing DISH Network in significant transactions including:
    • its agreement with T-Mobile, Sprint and the U.S. Department of Justice under which DISH acquired Sprint’s prepaid wireless business and entered the U.S. wireless market as the fourth nationwide facilities-based provider;
    • more than $20 billion in high-yield debt offerings and $5 billion in convertible debt offerings;
    • its offers to acquire Sprint Nextel, Clearwire and LightSquared; and
    • the $3.2 billion spin-off of EchoStar and its agreement to acquire certain assets from EchoStar in exchange for DISH’s interests in Hughes Retail Group. 
  • Representing Garrett Motion in its $2.6 billion pending acquisition by KPS Capital Partners and pending Chapter 11 cases.
  • Representing DraftKings in its combination with Diamond Eagle Acquisition Corp (a SPAC) and SBTech and approximately $4 billion in equity offerings in 2020. 
  • Representing Ferrari and its principal shareholder in Ferrari’s 2015 initial public offering, valuing the company at $10 billion, and its 2016 spin-off from Fiat, as well as securities, finance and corporate governance issues since the spin-off. (Transatlantic Finance Dealmaker: Equity Capital Markets by The Transatlantic Legal Awards)
  • Representing Chrysler Group LLC in 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).
  • Acting as issuer’s counsel in initial public offerings (IPOs) of several special purpose acquisition companies (SPACs) including CONX Corp and TS Innovation Acquisitions Corp.
  • Representing EXOR in connection with Covéa’s $9 billion proposed purchase of PartnerRe from EXOR.
  • Representing CNH Industrial NV in a number of significant transactions, from the $13 billion going-private takeover of Case New Holland to form the world’s third-largest capital goods business to its 2019-2020 strategic investment in Nikola Motors and Nikola’s SPAC merger.
  • 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, its spin-off of Novelis Inc., and its $7 billion hostile takeover of Pechiney (among the first hostile offers for a French company and named “Deal of the Year” by Corporate Finance magazine and Institutional Investor).
  • Acting as principal outside counsel to VeriFone Systems Inc. in significant transactions, including its IPO, as well as over $1 billion in equity and debt offerings, its acquisitions of Lipman (Israel), Hypercom Corp., Point International (Sweden) and InterCard (Germany) and its $3.4 billion acquisition by Francisco Partners (2018).
  • 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 Thomas Weisel Partners Group in strategic transactions, from its initial public offering to its 2010 sale to Stifel Financial Corp., and Stifel Financial Corp. in its 2019 acquisition of the Canadian capital markets business of GMP Securities.
  • Representing AT&T (formerly SBC Communications) in transactions, including its strategic alliances with Yahoo! and DISH Network.
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