Maurice M. Lefkort

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8239
F 212 728 9239
mlefkortwillkie.com

Maurice M. Lefkort is a partner in the Corporate and Financial Services Department. Maurice has extensive experience in advising operating companies, private equity investors, activist investors, venture capitalists, entrepreneurs, and financial institutions in complex transactions that transform businesses. These transactions often take the form of mergers & acquisitions, private equity investments, and restructuring both in-court and out-of-court. With a broad range of experience across industries and practice types, Maurice is often called upon by clients to provide strategic legal advice when clients confront unique or difficult business and legal challenges. Maurice is the former Chairman of the Corporation Law Committee of the Association of the Bar of the City of New York, and regularly publishes on legal developments. He also blogs on legal issues for Wharton Magazine.

Private Equity Investments
Private equity investments are among the most challenging transactions for business professionals. Both the investor and the portfolio company need to navigate complex business, legal and regulatory issues and properly align the economic incentives. Private equity investors and entrepreneurs regularly engage Maurice to help them make and structure successful private equity investments, grow those portfolio companies, and exit successfully. Maurice brings his broad experience and problem-solving approach to each transaction, In addition, he is able to marshal a dedicated team of skilled specialists to successfully resolve the many issues that must be addressed in order to achieve his client’s goals.

Merger & Acquisition Transactions
Maurice represents buyers, sellers and target companies in both public and private M&A transactions. M&A transactions require a complex blending of technical proficiency in acquisition agreements, knowledge of the latest developments in the law, and strategic insight into the competitive process. Both strategic and financial acquirers consult Maurice to assist them in winning competitive public and private auctions, which sometimes require a hostile approach, and sellers utilize his skill to help them achieve the best terms in disposition transactions. Maurice's experience encompasses a broad range of industries and he is supported by experts in the fields of tax, real estate, environment, employee benefits, anti-trust, and a wide variety of regulatory specialties, including insurance and communications.

Restructurings
The broad range of Maurice’s experience and his strategic insight has enabled him to use innovative techniques to help clients achieve their goals in many complex restructurings. He represented Altos Hornos de Mexico, the largest independent steel producer in Mexico, through a multi-year restructuring process, and led the negotiations with creditors. The representation led to a “preventive agreement” approved by the Mexican Court and recognized in a U.S. Chapter 15 proceeding. He led the Tranche C Lenders in their successful credit bid and acquisition of Delphi Automotive. Maurice was the lead outside corporate counsel and the architect of the plan of reorganization of Adelphia Communications Corporation, one of the largest corporate bankruptcies of its time, and was referred to in federal Bankruptcy Court as the “wizard” of the Adelphia plan.

Shareholder Activism
Maurice represents investors in activist campaigns and proxy contests involving board representation, management and governance changes, capital allocation issues, corporate strategy and M&A transactions. His representation focuses on means of shareholder engagement and activism; sources of contention between shareholders and management; and the creation of value maximizing solutions.

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Highlights

Maurice M. Lefkort is a partner in the Corporate and Financial Services Department. Maurice has extensive experience in advising operating companies, private equity investors, activist investors, venture capitalists, entrepreneurs, and financial institutions in complex transactions that transform businesses. These transactions often take the form of mergers & acquisitions, private equity investments, and restructuring both in-court and out-of-court. With a broad range of experience across industries and practice types, Maurice is often called upon by clients to provide strategic legal advice when clients confront unique or difficult business and legal challenges. Maurice is the former Chairman of the Corporation Law Committee of the Association of the Bar of the City of New York, and regularly publishes on legal developments. He also blogs on legal issues for Wharton Magazine.

Selected Significant Matters

Private Equity Investments

  • Family office in a roll-up of U.S. auto dealerships
  • HandsOn Global Management (HGM), as controlling shareholder, in the merger of SourceHOV and BancTec Group, a deal that created a global leader in transaction processing solutions
  • Private equity investors in the successful, underwritten secondary offering in shares of public portfolio company
  • HandsOn Ventures in the formation of SourveHOV a leading business process outsourcing business, and the subsequent change of control transaction
  • Private equity investor in the initial acquisition of a middle-market lending portfolio company and the ultimate disposition to a public company buyer
  • Private equity investors in over US $2 billion of committed investments in traditional and alternative energy investments
  • A private fund client in the approximately $13.9 billion consortium buyout of IndyMac Federal Bank by IMB HoldCo., a thrift holding company controlled by IMB Management Holdings LP

Merger & Acquisition Transactions

  • Bloomberg L.P. in acquiring Barclays Risk Analytics and Index Solutions, The Bureau of National Affairs Inc., BusinessWeek and New Energy Finance Limited
  • Hallmark Cards in its “take private” of Crown Media
  • Loral Space & Communications Inc. in the sale of its satellite manufacturing unit, Space Systems/Loral, to MacDonald, Dettwiler and Associates Ltd.
  • Bloomberg Inc. in acquiring a 20% minority interest in Bloomberg L.P. from Merrill Lynch
  • Building Materials Corporation of America in its successful, hostile acquisition of ElkCorp
  • Adelphia Communications Corporation in the sale of its Puerto Rican cable operations

Restructurings

  • Outside counsel to Altos Hornos de Mexico S.A.B. de C.V. in its successful suspension de pagos proceeding and U.S. Chapter 15 recognition
  • The Collective of Tranche C Lenders in the $3.25 billion credit bid for, and restructuring of, Delphi Corporation
  • Hallmark Corporation in the successful restructuring of the indebtedness issued by Crown Media Holdings
  • Principal corporate attorney representing debtor-in-possession Adelphia Communications Corporation in the restructuring of over $18 billion of claims, formulation of a plan of reorganization and sales of businesses
  • The first successful, large scale (over $800 million) exchange offer by a Chapter 9 debtor (County of Orange, California)
  • The largest (at the time) prepackaged bankruptcy case (Trump Taj Mahal Associates)

Selected Professional and Business Activities

Maurice is the former Chairman of the Corporation Law Committee of the Association of the Bar of the City of New York. He is also a member of the American Bar Association (Section of Business Law, Committee on Negotiated Acquisitions and Committee on Private Equity and Venture Capital).

Selected Publications and Lectures

Maurice frequently lectures and writes on legal developments. He also blogs on legal issues for The Wharton Magazine. His posts can be found at: http://whartonmagazine.com/author/mauricelefkortmagazine/. Recent publications include:

  • "Lies, Half-Truths, And Concealing Information: The Risks Of M&A Due Diligence," The Metropolitan Corporate Counsel, October 2013;
  • "When Your Non-Binding Term Sheet Creates An Enforceable Contract: Important Decision On the Duty To Negotiate In Good Faith," The Metropolitan Corporate Counsel, October 2013;
  • "An Ounce of Fund Document Prevention is Worth a Pound of Litigation Cure Later: Waiver of Fiduciary Duties in Fund Documents," The Investment Lawyer, March 2013;
  • "Caveat Emptor: The Threat to Value from Target Company Use of Open Source Software" with Gordon Caplan, The M&A Lawyer, June 2008;
  • "Pizzazz In Your Diligence, A Structure That Works, And Other Lessons From Recent M&A Cases" (Parts I and II), The Metropolitan Corporate Counsel, March 2008 and April 2008;
  • "Safeguarding the Deal: The double lie, meaningless liars, anti-sandbagging rules and other reasons why business diligence is not protected in most M&A transactions," Mergers & Acquisitions, February 2008.