Lawrence S. Makow

Of Counsel at Wachtell, Lipton, Rosen & Katz

Lawrence S. Makow

Lawrence S. Makow

Of Counsel at Wachtell, Lipton, Rosen & Katz

Biography

Lawrence S. Makow

Lawrence S. Makow is Of Counsel in the Corporate Department at Wachtell, Lipton, Rosen & Katz. Mr. Makow specializes in mergers and acquisitions and advises companies, boards of directors and others in critical situations, including management transitions, takeover defenses and proxy contests. He concentrates on transactional, governance, crisis management and regulatory work involving banks and other financial institutions.

Mr. Makow has served as a principal advisor on many of the transformational combinations that have shaped the financial and banking landscape of the United States through the formation of its major financial institutions. These have included the mergers of:

• JPMorgan Chase and Bank One
• Bank of America and FleetBoston
• Nationsbank and Bank of America
• Wells Fargo and Norwest
• Bank One and First Chicago NBD
• Firstar and U.S. Bancorp
• Regions Financial and AmSouth
• Bankers Trust and Deutsche Bank
• Donadson Lufkin & Jenrette and Credit Suisse

Additionally, Mr. Makow has represented numerous other financial institutions in a number of the most significant transactions in the financial sector over nearly two decades of unprecedented activity. Among others, these include:

* Goldman Sachs Asset Management in connection with the strategic alliance transaction between the Mount Kellett Funds and Fortress Investment Group
* JPMorganChase in the sale of its Health Savings Account business to Webster Financial Corporation
* M&T Bank Corporation in its agreement to acquire Hudson City Bancorp, its acquisition of Wilmington Trust and in the sale of the Wilmington Trust retirement investment services business to Broadridge
* Ford Financial Fund in the sale of Pacific Capital Bancorp to Unionbancal
* The PNC Financial Services Group, Inc. in its acquisition of the U.S. banking and credit card business of Royal Bank of Canada and the sale of its Global Investment Servicing Business to Bank of New York Mellon Corporation
* A.G. Edwards in its sale to Wachovia
* AIG in its unsolicited bid for, and acquisition of, American General Corporation
* Allied Irish Banks in connection with the sale of its equity investment in M&T Bank Corporation, and AIB’s prior sale of its Allfirst U.S. banking unit to M&T
* Bank of America Corporation in its acquisition of Merrill Lynch and in its contested acquisition of LaSalle Bank from ABN AMRO
* Bankrate in connection with its sale to Apax Partners
* BB&T Corporation in its revised agreement to acquire BankAtlantic and its acquisition of assets of the former Colonial BancGroup from the FDIC
* CIT Group in its sale to Tyco International
* Compass Bancshares in its sale to Grupo BBVA
* Fidelity Information Services in its acquisition of Metavante
* First Virginia Banks in its sale to BB&T Corporation
* Golden West Financial Corporation in its sale to Wachovia
* Household Financial in its sale to HSBC
* JPMorgan Chase & Co. in several additional transactions, including its acquisition of the banking business of The Bank of New York in exchange for JPMorgan Chase’s corporate trust business, and its acquisition of Collegiate Funding
* Marshall & Ilsley Corporation in its sale to Bank of Montreal
* MBNA Corp in its acquisition by Bank of America
* Pacific Capital Bancorp in connection with its recapitalization by the Ford Financial Fund, L.P. and exit from TARP
* Sandler O’Neill and Partners in connection with equity investments by Kelso and Carlyle
* Trigon Healthcare in its sale to Anthem
* U.S. Bancorp in connection with numerous transactions, including its acquisition of Mellon 1st Business Bank
* United States Department of the Treasury in connection with the conservatorships and recapitalizations of Fannie Mae and Freddie Mac
* Webster Financial Corporation in connection with the equity investment in Webster by Warburg Pincus
* Wells Fargo in its acquisition of Wachovia, its significant equity capital raises following the financial crisis and its sale of TARP preferred stock to the U.S. Treasury.

Mr. Makow has also advised extensively on transactions in industries outside of the financial sector, including energy, transportation, communications and sports. His representation of principals in these transactions include:

* Abbot Laboratories in its spinoff of AbbVie
* Alltel Corporation in its sale to Verizon Wireless
* Copano Energy in its sale to Kinder Morgan
* Delta Air Lines in its historic acquisition of Northwest Airlines
* Dollar General in its sale to a private equity consortium
* The Lerner family in the sale of the Cleveland Browns NFL club
* NextEra Energy in its agreement to acquire Hawaiian Electric
* Valero Energy in its spinoff of its retail store business (CST Brands) and in its earlier acquisitions of Ultramar Diamond Shamrock, Kaneb Pipelines and Premcor
* York International in its sale to Johnson Controls

In addition, Mr. Makow has represented both bidders and targets in hostile situations. For example, he represented the board of directors of Payless Shoesource (now Collective Brands) in defeating a hedge fund proxy contest, and the Deepdale Golf Club in its successful defense against an attempt by the Village of North Hills to seize it by eminent domain.

He has advised boards and special committees of financial institutions and other corporations in connection with complex and sensitive strategic matters, such as significant regulatory actions, internal investigations and executive management transitions.

Additionally, Mr. Makow has experience in conflict transactions and special committee representations. His work in this area includes representing a special committee of the board of directors of Macdermid in connection with a management buyout as well as representing a committee of independent directors of TD BankNorth in connection with its majority owner’s acquisition of the remaining public equity of that company.

Prior to beginning his legal career, Mr. Makow worked in the field of medical imaging and was involved in the research, development and initial commercialization of medical magnetic resonance imaging (MRI). After he received his J.D. from Stanford Law School, he clerked for the late Honorable Pamela A. Rymer of the United States Ninth Circuit Court of Appeals. Mr. Makow has a Bachelor of Engineering Science degree from Johns Hopkins University.

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Partner at Wachtell, Lipton, Rosen & Katz

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Partner at Wachtell, Lipton, Rosen & Katz

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Partner at Wachtell, Lipton, Rosen & Katz

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Partner at Wachtell, Lipton, Rosen & Katz

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Partner at Kirkland & Ellis LLP

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Partner at Wachtell, Lipton, Rosen & Katz

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Partner at Wachtell, Lipton, Rosen & Katz

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Partner at Wachtell, Lipton, Rosen & Katz

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Of Counsel at Wachtell, Lipton, Rosen & Katz

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Of Counsel at Wachtell, Lipton, Rosen & Katz

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September 10, 2013
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Lawrence S. Makow
Of Counsel at Wachtell, Lipton, Rosen & Katz
Education
JD
Class of 1994

Stanford began offering a curriculum in legal studies in 1893, when the university engaged its first two law professors. One was Benjamin Harrison, former President of the United States, who delivered a landmark series of lectures on the Constitution. The other was Nathan Abbott, who served as head of the nascent law program. Abbott assembled a small faculty to which he imparted a standard of rigor and excellence that endures to this day.In an effort to acknowledge the emerging professional nature of the department, Stanford's Board of Trustees passed a resolution in 1908 to substitute the term 'law school' for 'law department,' though technically the law program remained a department within the university.The law school was at the forefront of efforts to institute the California Bar exam, which was added to the requirements to practice law in California in 1919. The law school was accredited by the American Bar Association in 1923, the year the ABA began certifying law schools.

BES
Class of 1982

The Johns Hopkins University opened in 1876, with the inauguration of its first president, Daniel Coit Gilman. "What are we aiming at?" Gilman asked in his installation address. "The encouragement of research ... and the advancement of individual scholars, who by their excellence will advance the sciences they pursue, and the society where they dwell." The mission laid out by Gilman remains the university's mission today, summed up in a simple but powerful restatement of Gilman's own words: "Knowledge for the world." What Gilman created was a research university, dedicated to advancing both students' knowledge and the state of human knowledge through research and scholarship. Gilman believed that teaching and research are interdependent, that success in one depends on success in the other. A modern university, he believed, must do both well. The realization of Gilman's philosophy at Johns Hopkins, and at other institutions that later attracted Johns Hopkins-trained scholars, revolutionized higher education in America, leading to the research university system as it exists today. After more than 130 years, Johns Hopkins remains a world leader in both teaching and research. Eminent professors mentor top students in the arts and music, the humanities, the social and natural sciences, engineering, international studies, education, business and the health professions. Those same faculty members, and their research colleagues at the university's Applied Physics Laboratory, have each year since 1979 won Johns Hopkins more federal research and development funding than any other university. The university has nine academic divisions and campuses throughout the Baltimore-Washington area. The Krieger School of Arts and Sciences, the Whiting School of Engineering, the School of Education and the Carey Business School are based at the Homewood campus in northern Baltimore. The schools of Medicine, Public Health, and Nursing share a campus in east Baltimore with The Johns Hopkins Hospital. The Peabody Institute, a leading professional school of music, is located on Mount Vernon Place in downtown Baltimore. The Paul H. Nitze School of Advanced International Studies is located in Washington's Dupont Circle area. The Applied Physics Laboratory is a division of the university co-equal to the nine schools, but with a non-academic, research-based mission. APL, located between Baltimore and Washington, supports national security and also pursues space science, exploration of the Solar System and other civilian research and development. Johns Hopkins also has a campus near Rockville in Montgomery County, Md., and has academic facilities in Nanjing, China, and in Bologna, Italy. It maintains a network of continuing education facilities throughout the Baltimore-Washington region, including centers in downtown Baltimore, in downtown Washington and in Columbia. When considered in partnership with its sister institution, the Johns Hopkins Hospital and Health System, the university is Maryland's largest employer and contributes more than $10 billion a year to the state's economy

Career History
Of Counsel
2004 - Current

Wachtell, Lipton, Rosen & Katz enjoys a global reputation as one of the world's leading business law firms. Their deep experience in the fields of mergers and acquisitions, strategic investments, takeovers and takeover defense, corporate and securities law, and corporate governance means that they regularly handle some of the largest, most complex and demanding transactions in the United States and around the world. They counsel both public and private acquirors and targets. They also have extensive experience handling sensitive investigation and litigation matters and corporate restructurings, and in counseling boards of directors and senior management in the most sensitive situations. In addition, their attorneys are thought leaders, speaking and writing frequently in their various areas of expertise.Wachtell Lipton is consistently ranked as the most prestigious and desirable law firm to work for in the United States, thus enabling the firm to attract associates and some of the most outstanding and motivated attorneys and law school graduates in the United States and from around the world.

Professional
Tenure Unconfirmed

Founded in 1962, Raymond James & Associates, Inc. (RJA) is a broker/dealer headquartered in St. Petersburg, Florida. The firm is a subsidiary of Raymond James Financial, Inc. (NYSE: RJF), a Florida-based diversified holding company that provides financial services to individuals, corporations and municipalities through 3 wholly-owned broker/dealers: Raymond James & Associates, Raymond James Financial Services and Raymond James Ltd. RJA was originally known as Robert A. James Investment, Inc. In 1964, Edward Raymond sold his St. Petersburg-based company, Raymond & Associates, to Robert James. The new company was named Raymond James & Associates.Raymond James is one of the largest research organizations in the brokerage industry and serves institutional investors domestically and abroad. The firm's capital markets activities are based on insightful, timely and comprehensive equity research. They publish research on over 1,000 companies in their core industries. Raymond James seeks attractive niches within broader industries and then covers these sectors deeply to develop differentiated sector expertise and relationships. Although their focus is mid- and small-cap companies, their coverage includes large, medium and small companies across each sector.Raymond James' Institutional Trading division is organized into 3 specialty departments: Sales Trading, Principal trading and Agency Trading. Their Sales Trading division covers over 800 domestic and 1,300 international financial institutions throughout North America and Europe. The firm's Principal Trading division consists of industry-focused teams and their OTC Principal Trading department makes markets in over 680 domestic stocks, 85% of which are covered by Raymond James Institutional Research department. Their Agency Trading department services the trading needs of over 5,500 financial advisors located in 2,500 retail offices across the US.RJA's equity research department focuses on industries in the consumer, energy, financial services, healthcare, industrial growth, real estate, technology and telecommunications sectors. Their fixed-income research and strategy team provides corporate, structured products and analytics, municipal and economic research to individual and institutional investors.

Clerk
1994 - 1995

The United States Court of Appeals for the Ninth Circuit (in case citations, 9th Cir.) is a U.S. Federal court with appellate jurisdiction over the district courts in the following districts: District of Alaska District of Arizona Central District of California Eastern District of California Northern District of California Southern District of California District of Hawaii District of Idaho District of Montana District of Nevada District of Oregon Eastern District of Washington Western District of Washington It also has appellate jurisdiction over the following territorial courts: District of Guam District of the Northern Mariana Islands.

Political Donations
$1,000
2011

The National Republican Senatorial Committee (NRSC) is the only national organization solely devoted to electing Republicans to the U.S. Senate. The NRSC provides invaluable support and assistance to current and prospective Republican U.S. Senate candidates in the areas of budget planning, election law compliance, fundraising, communications tools and messaging, research and strategy.

$2,300
2007
Transactions
Details Hidden

Alimentation Couche-Tard Inc. purchases CST Brands, Inc.

Details Hidden

M&T Bank Corp. purchases Hudson City Bancorp, Inc.

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Webster Financial Corp. issued USD Common Stock

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