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Stephen M. Kotran

Partner

Stephen M. Kotran

Partner
New York +1-212-558-4963+1-212-558-4963 +1-212-558-3588+1-212-558-3588
kotrans@sullcrom.com

Steve Kotran represents buyers, sellers, special committees of independent directors and financial advisers in connection with mergers and acquisitions transactions in a wide range of industries, including negotiated and hostile acquisitions of public companies, negotiated sales of private companies, subsidiaries and divisions, private equity transactions, leveraged buy-outs, formation of joint ventures and asset sales.

Mr. Kotran is a member of S&C’s managing partners committee and leads S&C’s financial advisory practice.

He also is a Lecturer in Law at Columbia Law School, where he teaches a course on mergers and acquisitions.

Mr. Kotran is named as a leading M&A, private equity and insurance transactional lawyer in:

  • IFLR1000 US (2011-2018)
  • Chambers Global: The World’s Leading Lawyers for Business (2013-2017)
  • Chambers USA: America’s Leading Lawyers for Business (2005-2017)
  • The Legal 500 United States Hall of Fame
  • The Best Lawyers in America (2008-2018)
  • New York Super Lawyers (2006-2017)
  • The Lawdragon 3000: Leading Lawyers in America (2010)
  • PLC Which Lawyer? Yearbook (2011)

Leveraged Buyouts and Private Equity

  • The Best Lawyers in America (2008-2018)

Insurance Transactional

  • Chambers USA: America’s Leading Lawyers for Business (2007-2014)
  • The Legal 500 United States (2011-2017)

Speaking Engagements

  • “It’s a Hostile World: Takeover Defense and Hostile Deals,” Practising Law Institute's Doing Deals 2017: The Art of M&A Transactional Practice, March 2017
  • “Negotiating the Public Company Merger Agreement,” Practising Law Institute’s Mergers & Acquisitions 2017: Advanced Trends and Developments, January 2017
  • “Reverse Break-Up Fees and Specific Performance: A Survey of Remedies for Financing and Antitrust Failure (2016 Edition),” American Bar Association Business Law Section M&A Committee Spring Meeting, April 2016
  • “It’s a Hostile World: Takeover Defense and Hostile Deals,” Practising Law Institute’s Doing Deals 2016: The Art of M&A Transactional Practice, March 2016
  • “Mergers & Acquisitions 2016,” Practising Law Institute, January 2016
  • “M&A Engagement Letters: Negotiation Strategies for Buyers’ and Sellers’ Counsel,” Strafford, May 2015
  • “It’s a Hostile World: Takeover Defense and Hostile Deals,” Practising Law Institute’s Doing Deals 2015: The Art of M&A Transactional Practice, March 2015
  • “Documenting The Deal,” University of Pennsylvania Law School’s Institute for Law and Economics, February 2015
  • “Deal Protections and Remedies: A Comparative Analysis of 2013 Public Merger Agreements,” Spring Meeting of the M&A Committee of the Business Law Section of the American Bar Association, April 2014
  • “Rural/Metro and Claims for Aiding & Abetting Breaches of Fiduciary Duty,” DealLawyers.com Fiduciary Duty Webinar, April 2014
  • “It's a Hostile World: Takeover Defense and Hostile Deals,” Practising Law Institute's Doing Deals 2014: The Art of M&A Transactional Practice, March 2014
  • Panel on Multi-District Litigation and Exclusive Forum Bylaws, University of Virginia Law & Business Review Corporate Governance Symposium, Charlottesville, VA, February 2014
  • “The Role of Investment Bankers in M&A Transactions,” NYU Law School, New York, NY, February 2014
  • “Current Trends in Tender Offers: Exploring the Issues and Impact of New DGCL Section 251(h),” Practical Law Company Webinar, December 2013
  • “Trending Topics in Indemnification Negotiations,” 9th Annual Mergers and Acquisitions Institute, University of Texas School of Law, Dallas, TX, October 2013
  • “Navigating Issues for Investment Bankers,” The 10th Annual institute on Mergers & Acquisitions & Corporate Governance, New York City Bar and Penn State Law School, New York, NY, September 2013 (panel co-chairman)
  • “The Board's Role in Retaining, Managing and Relying on Financial Advisors in M&A Transactions,” Bloomberg Law and the ABA Business Law Section Mergers and Acquisitions Committee Financial Advisors Task Force, New York, NY, May 2013
  • “Financial Analyses Performed by Financial Advisers in M&A Transactions,” Financial Advisor Task Force of the M&A Committee of the Business Law Section of the American Bar Association, Washington, D.C., April 2013
  • “Reverse Break-up Fees and Specific Performance: A Survey of Remedies in Public Deals,” Mergers & Acquisitions Committee of the Business Law Section of the American Bar Association, Washington, D.C., April 2013 (member of PLC’s advisory board and designed the study in conjunction with PLC)
  • “It’s a Hostile World: Takeover Defense and Hostile Deals,” Practising Law Institute’s Doing Deals 2013: The Art of M&A Transactional Practice, New York, NY, March 2013
  • “Financial Advisor’s Roundtable,” Mergers and Acquisitions Subcommittee of the Securities Industry and Financial Markets Association (SIFMA), New York, NY, January 2013
  • “Managing Conflicts of Interest Under Delaware Corporate Law,” Stanford Law School, Stanford, CA, October 2012
  • “Navigating Investment Banker Issues in M&A Transactions,” 9th Annual Institute on Corporate, Securities and Related Aspects of Mergers and Acquisitions, New York, NY, September 2012
  • “Financial Analyses Performed by Financial Advisers in M&A Transactions,” Financial Advisor Task Force of the M&A Committee of the Business Law Section of the American Bar Association, New York, NY, April 2012
  • “Reverse Break-Up Fees and Specific Performance – A Survey of Remedies in Leveraged Public Deals,” Mergers and Acquisitions Committee of the Business Law Section of the American Bar Association, Las Vegas, Nevada, March 2012
  • “It’s a Hostile World: Takeover Defense and Hostile Deals,” Practising Law Institute’s Doing Deals 2012: The Art of M&A Transactional Practice, New York, NY, March 2012
  • “M&A Deal Trends,” Southeastern Business Law Conference, Birmingham, AL, October 2011
  • “Finding the Fault Line: The Role of Investment Bankers in M&A Deals,” University of Texas Law School’s 7th Annual Mergers and Acquisitions Institute, Dallas, TX, October 2011
  • “Navigating Investment Banker Issues in M&A Transactions,” 8th Annual Institute on Corporate, Securities and Related Aspects of Mergers and Acquisitions, New York, NY, October 2011
  • “Leveraged M&A: Navigating Debt Financing Issues in M&A Transactions,” New York City Bar Association, New York, NY, May 2011 (program chairperson)
  • “Reverse Break-Up Fees and Specific Performance – A Survey of Remedies in Public Deals,” Mergers & Acquisitions Committee of the Business Law Section of the American Bar Association, Boston, Massachusetts, April 2011
  • “It’s a Hostile World: Takeover Defense and Hostile Deals,” Practising Law Institute’s “Doing Deals 2011: The Art of M&A Transactional Practice,” New York, NY, March 2011
  • DealLawyer.com webcast on recent developments in fairness opinions, February 2011
  • “Representing Investment Banking Firms in M&A and Related Transactions,” 7th Annual Institute on Corporate, Securities and Related Aspects of Mergers and Acquisitions, New York, NY, October 2010
  • “Investment Bank Engagement Letters,” University of Texas Law School’s 6th Annual Mergers and Acquisitions Institute, Houston, TX, October 2010
  • “Reverse Break-up Fees and Specific Performance: A Survey of Remedies in Public Deals,” Mergers & Acquisitions Committee of the Business Law Section of the American Bar Association, Denver, CO, April 2010 (member of PLC’s advisory board and designed the study in conjunction with PLC)
  • “Leveraged Acquisitions by Financial Sponsors,” Goldman Sachs’ Mergers Leadership Group, New York, NY, April 2010
  • “The Latest on Fairness Opinions,” DealLawyers.com audio webcast, New York, NY, February 2010
  • “The Role of Investment Bankers and Independent Financial Advisors,” University of Texas School of Law’s 5th Annual Mergers and Acquisitions Institute, Dallas, TX, October 2009
  • “Recent Non-Delaware M&A Case Law,” 6th Annual Institute on Corporate, Securities and Related Aspects of Mergers and Acquisitions, New York, NY, September 2009
  • “Deal Protection, MACs, Reverse Break-Up Fees and Specific Performance,” Practising Law Institute’s “Doing Deals 2009: Understanding the Nuts & Bolts of Transactional Practice,” New York, NY, March 2009
  • “Non-Delaware Law Corporate Governance Issues in M&A and Related Transactions,” 5th Annual Institute on Corporate, Securities and Related Aspects of Mergers and Acquisitions, New York, NY, September 2008
  • “Primer on Tender Offers,” 4th Annual Institute on Corporate, Securities and Related Aspects of Mergers and Acquisitions, New York, NY, October 2007
  • “Tender Offers Are Back! Do You Know (or Remember) What to Do?,” New York City Bar Association, New York, NY, February 2007 (program chairperson)
  • “Allocation of Risk/Indemnification,” New York City Bar Association’s “Representing Clients in the Sale and Purchase of Privately Held Corporations,” New York, NY, September 2006
  • “The Role of Financial Advisors in M&A Transactions,” International Bar Association 2006 Annual Conference, Chicago, IL, September 2006
  • “Approvals and Consents,” New York City Bar Association’s “M&A Deals: Anticipating & Resolving Issues That Threaten to Derail The Deal,” New York, NY, May 2006
  • “Carve Out/Pro Forma Financial Statements, Purchase Price & Purchase Price Adjustments,” New York City Bar Association’s “Private M&A Deals: Mastering the ‘Tools’ for a Successful Transaction,” New York, NY, December 2005
  • “The Impact of Sarbanes-Oxley and Related Post-Enron Legal and Regulatory Developments on M&A Practice,” New York City Bar Association, New York, NY, February 2004 (program chairperson)
  • “M&A Transactions With Troubled, Distressed & Bankrupt Companies,” New York City Bar Association, New York, NY, April 2003 (program chairperson)
  • “Indemnification,” New York City Bar Association’s “Representing Clients in the Sale and Purchase of Privately Held Corporations,” New York, NY, January 2003
  • “Joint Ventures,” New York City Bar Association’s “Beyond M&A: Alternative Strategic Transactions,” New York, NY, December 2001

Publications

  • “DGCL §251(h) Model Provisions for Merger Agreement (Tender Offer),” Practical Law: The Journal (October 2013) (co-author)
  • “Spin-Offs: Overview,” Practical Law: The Journal (September 2010) (co-author)
  • “Hey MAC – Where Are You Headed?” Practical Law: The Journal (June 2009) (co-author)

Professional Activities and Community Involvement

  • American Bar Association Business Law Section
    • Mergers & Acquisitions Committee
      • Financial Advisors Task Force (Former Co-Chair)
    • Committee on Federal Regulation of Securities
  • Practical Law Company   (Advisory Board member)
  • Columbia Law School (Lecturer in Law)
  • American Enterprise Institute (National Council member)
  • The Federalist Society


SELECTED REPRESENTATIONS

  • The management team of Affinity Gaming in connection with its definitive agreement to be acquired by affiliates of Z Capital Partners
  • Acosta in its acquisition by AEA Investors and the management of Acosta in its acquisitions by TH Lee and Carlyle
  • American Express Company in its acquisitions and subsequent dispositions of the credit card portfolios of Bank of Hawaii and ShopRite
  • American International Group, Inc. in its divestitures of United Guaranty Corporation, Alico, Transatlantic Re and Hartford Steam Boiler, its acquisitions of 21st Century Industries, Hartford Steam Boiler and Williams Gas Pipelines Central Inc., its strategic alliance with Blackstone Group Holdings, L.P. and its formation of SELIC Holdings, Ltd. and IPC Holdings, Ltd.
  • Anthem, Inc. in its acquisitions of WellPoint Health Networks Inc. and Trigon Healthcare, Inc.
  • AT&T Capital Corp. in its acquisition by affiliates of The Nomura Securities Co., Ltd.
  • The Bank of New York in its sales of credit card portfolios to Household International, Associates National Bank (Delaware) and Chase Manhattan Bank USA
  • Billabong International Limited in its acquisition of the assets of RVCA Corporation
  • The special committee of BWAY Corporation in its acquisition by affiliates of Madison Dearborn
  • Cablevision Systems Corporation in its acquisition of the assets of The Wiz, Inc.
  • Cadillac Fairview Corporation in its acquisition by Ontario Teachers’ Pension Plan Board
  • The special committee of CastlePoint Holdings, Ltd. in its acquisition by Tower Group, Inc.
  • Central Jersey Bancorp in its acquisition by National Westminster Bank plc
  • China Oceanwide Holdings Group in its pending acquisition of Genworth Financial
  • Constellation Bancorporation in its acquisition by CoreStates Financial Corp.
  • Cytec Industries Inc. in its acquisition by Solvay, the divestment of its Coating Resins business to Advent International Corporation, its acquisition of the chemicals business of UCB S.A. and its divestiture of UCB’s melamine resins business
  • Cytec Industries Inc. in the divestment of its Coating Resins business to Advent International Corporation, its acquisition of the chemicals business of UCB S.A., its divestiture of UCB’s melamine resins business and its sale to Solvay
  • Dresdner Bank AG in its acquisition of RCM Capital Management, L.P., its sale of its New York Stock Exchange specialist business and its formation of a joint venture to manage privatized pension fund assets in Mexico
  • Eastman Kodak Company in its agreement to issue $200 million of newly created 5.50% Series A Convertible Preferred Stock to funds managed by Southeastern Asset Management; its global settlement agreement with the U.K. Kodak Pension Plan (KPP), including the spin-off of Kodak’s Personalized Imaging and Document Imaging businesses to the KPP, and the global release of Kodak from related pension liabilities; its acquisitions of Chinon Industries, Creo Inc., the medical imaging business of Imation Corp., and Heidelberger Druckmaschinen’s 50% interest in NexPress Solutions and black and white digital printing business; its sales of its office imaging business to Heidelberger Druckmaschinen and its health segment business to Onex, Inc.; and the formation of its Kodak Polychrome Graphics joint venture with Sun Chemical Corporation and the subsequent purchase by Kodak of Sun’s interests in the joint venture
  • Eridania Béghin-Say in its acquisition of American Maize-Products Company and divestiture of American Maize’s cigar and smokeless tobacco business
  • Evercore Partners in its acquisition of the private fund placement agent business of Neuberger Berman and its acquisition of ISI International Strategy & Investment
  • Folksamerica in its acquisition of Sierra Insurance Group
  • Ford in the sale of Ford Life Insurance Company to SunAmerica Inc.
  • Goldman, Sachs & Co. in its acquisition of the variable annuity, variable life insurance and life insurance businesses of The Hanover Insurance Group, Inc., its sale of the fixed income business of Spear, Leeds & Kellogg, its termination of its power business services agreement and investment agreement with Constellation Energy Group, Inc. and formation of its joint venture with Cambridge Energy Research Associates
  • Principal investment funds affiliated with Goldman, Sachs & Co. in connection with various acquisitions and dispositions of and by portfolio companies, including the acquisitions of Allflex Holdings, Inc. and Koret, Inc. and the acquisition by Marcus Cable Partners, L.P. of cable television systems from Sammons Communications, Crown Media, Inc. and Star Cablevision Group
  • Goldman, Sachs & Co., Wells Fargo Securities, Bank of America Merrill Lynch, Lehman Brothers, Barclays Capital, Evercore, Tudor Pickering & Holt, Moelis & Co., Houlihan Lokey, Rothschild and other investment banks in their capacity as financial adviser to the seller or buyer in connection with more than 600 transactions
  • H&R Block, Inc. in its sale of CompuServe to WorldCom
  • ING Groep N.V. in its acquisitions of ReliaStar Financial Corp. and Equitable of Iowa Companies
  • Insight Enterprises in its acquisition of Datalink
  • IPL Energy Inc. in its acquisition of Portal Pipe Line Company
  • Ipsen S.A. in its acquisitions of the assets of Octagen Corporation and the Apokyn and U.S. marketing businesses of Vernalis plc, in its investment in Inspiration Biopharmaceuticals and its sale, together with Inspiration Biopharmaceuticals, of worldwide rights to OBI-1 and Ipsen’s industrial facility in Milford, Massachusetts, to Baxter International
  • Koninklijke Philips Electronics N.V. in its sales of PolyGram N.V. and Beltone Electronics Corporation, its acquisitions of Optiva Corporation, the MICRUS semiconductor manufacturing division of IBM and MedQuist Inc. and its formation of a joint venture between Philips Medical Capital and De Lage Landen International
  • Matrixx Initiatives in its sale to H.I.G. Capital
  • Mayne Nickless Limited in its acquisition of F.H. Faulding & Co. Limited
  • Merrill Lynch & Co. in its sale of its 20% limited partnership interest in Bloomberg L.P. to Bloomberg, Inc.
  • MF Global in connection with certain pre-bankruptcy strategic alternatives
  • Milacron LLC in its acquisition by CCMP Capital Advisors, LLC from Avenue Capital Group
  • The Northland Company in its sale to Associates First Capital
  • ORIX USA Corporation in its acquisitions of Hoffman Southwest Corp., Boston Financial Investment Management and RoadSafe Holdings
  • Phillips International Inc. in the sale of its health newsletters and vitamin supplements business to ACI Capital Co., Inc.
  • Platinum Underwriters Holdings, Ltd. in its acquisition by RenaissanceRe Holdings Ltd.
  • Prudential Financial, Inc. in its acquisitions of The Allstate Corporation’s variable annuity business, CIGNA Corporation’s retirement investment services business and Skandia Insurance Company Ltd.’s U.S. variable annuity and mutual funds business, and its sales of Prudential-Bache Commodities to Jefferies, Inc. and Dryden Wealth Management to Fortis
  • Royal Bank of Canada in its acquisitions of Business Men’s Assurance Company of America (from Assicurazioni Generali S.p.A.) and Jones & Babson Inc.
  • SBC Communications Inc. in its acquisition of Pacific Telesis Group
  • Schroders plc in the sale of its worldwide investment banking business to Citigroup Inc.
  • Sprout Pharmaceuticals in its acquisition by Valeant Pharmaceuticals International
  • The St. Paul Companies in connection with the sale of its nonstandard auto insurance business to Prudential Financial, Inc.
  • The special committee of Swift Transportation, Inc. in connection with its sale to the Moyes family
  • Swiss Re Life Capital in the sale of the U.S. portion of Swiss Re’s Admin Re division to Jackson National Life Insurance Company and in the sale of Aurora National Life Assurance Company to Reinsurance Group of America
  • TIAA-CREF in connection with TIAA Oil and Gas Investments’ acquisition of a 35% interest in Cricket Valley Energy Center from APNA Holdings, a subsidiary of Advanced Power AG
  • Toa Fire and Marine Re in its purchase of M&G Re from Swiss Reinsurance Company
  • The independent directors of Tower Group, Inc. in its acquisition by affiliates of AmTrust Financial Services, Inc.
  • Transamerican Auto Parts Company in its $665 million acquisition by Polaris Industries
  • Union Carbide in its acquisition by The Dow Chemical Company
  • Ventritex, Inc. in its sale to St. Jude Medical, Inc.
  • Vodafone Group in its acquisition of AirTouch Communications, Inc. and its sale of Iusacell
  • Lenders and shareholders of WCI Steel in connection with its sale to OAO Severstal
  • The independent directors of WEG GP LLC in the acquisition of Williams Energy Partners by an entity formed jointly by Madison Dearborn Partners, LLC and Carlyle/Riverstone Global Energy and Power Fund II, L.P.
  • Wells Fargo Bank, N.A. in its acquisition of the North American reserved-based and related diversified energy lending business of BNP Paribas
  • Wells Fargo Securities LLC in connection with its acquisition of Citadel Securities LLC’s investment banking business
  • Western National Corporation in its acquisition by American General Corporation
  • Western Resources, Inc. in its acquisitions of Protection One, Inc., Network Multi-Family Services, Inc., Westinghouse Security Systems, Lifeline Systems Inc. and Paradigm Direct LLC
  • Western World Insurance Group, Inc. in its acquisition by Validus Holdings, Ltd.
  • Consortium formed by Whitehall Street Real Estate L.P. in its acquisition of Rockefeller Center Properties, Inc.
  • Yue-Sai Kan Cosmetics, Ltd. (USA) L.P. in its joint venture with Joh A. Benckiser GmbH