Four Decades for Justice
Daniel J. Cerqueira focuses his practice on mergers and acquisitions, corporate governance, activist defense and general corporate matters. Mr. Cerqueira’s clients have included AerCap, Altra, AmerisourceBergen, Ashland, Biogen, Blue Current, Brookfield Asset Management, Buckeye Partners, Cincinnati Bell, Disney, DRI Capital, FS Investments, GreenSky, Hasbro, Hertz, Hibu Group, IBM, Illumina, Occidental Petroleum, Pinnacle Foods, RedHill Biopharma, SMBC Aviation Capital, Southwest Gas, Starwood Hotels and Univision.
Mr. Cerqueira’s notable transactions include representing:
Disney in its $85 billion acquisition of 21st Century Fox, overcoming an interloper bid by Comcast to its original $66 billion agreement, and ESPN’s strategic alliance with PENN Entertainment to launch ESPN BET;
DRI Capital in DRI Healthcare Trust’s acquisition of a royalty interest in Orserdu from Eisai, its acquisition of a second royalty interest in Orserdu from Radius Health and the $210 million sale of its TZIELD royalty interest to Sanofi;
IBM in its acquisitions of Randori, ReaQta, McD Tech Labs from McDonald’s, and BoxBoat and the sale of its marketing platform and commerce software offerings to Centerbridge;
Mr. Cerqueira has also represented numerous companies in defending against hedge fund activism. Notable examples include representing:
In 2021, Mr. Cerqueira was named an M&A “Rising Star” by The Deal in The Dealmaker Quarterly and has been named to the Lawdragon 500 X – The Next Generation list. He has been recognized for his work in activism defense by The Legal 500 US.
Mr. Cerqueira is from Mansfield, Massachusetts. He received a B.A. from Cornell University in 2010, where he was elected to Phi Beta Kappa, and a J.D. magna cum laude from Harvard Law School in 2013, where he was a Submissions Editor and an Executive Editor of the Business Law Review.
Mr. Cerqueira joined Cravath in 2013 and was elected a partner in 2020.
Mr. Cerqueira’s notable transactions include representing:
Disney in its $85 billion acquisition of 21st Century Fox, overcoming an interloper bid by Comcast to its original $66 billion agreement, and ESPN’s strategic alliance with PENN Entertainment to launch ESPN BET;
DRI Capital in DRI Healthcare Trust’s acquisition of a royalty interest in Orserdu from Eisai, its acquisition of a second royalty interest in Orserdu from Radius Health and the $210 million sale of its TZIELD royalty interest to Sanofi;
IBM in its acquisitions of Randori, ReaQta, McD Tech Labs from McDonald’s, and BoxBoat and the sale of its marketing platform and commerce software offerings to Centerbridge;
Mr. Cerqueira has also represented numerous companies in defending against hedge fund activism. Notable examples include representing:
In 2021, Mr. Cerqueira was named an M&A “Rising Star” by The Deal in The Dealmaker Quarterly and has been named to the Lawdragon 500 X – The Next Generation list. He has been recognized for his work in activism defense by The Legal 500 US.
Mr. Cerqueira is from Mansfield, Massachusetts. He received a B.A. from Cornell University in 2010, where he was elected to Phi Beta Kappa, and a J.D. magna cum laude from Harvard Law School in 2013, where he was a Submissions Editor and an Executive Editor of the Business Law Review.
Mr. Cerqueira joined Cravath in 2013 and was elected a partner in 2020.
American Bar Association
The Dealmaker Quarterly
Lawdragon
The Legal 500 US
Deals & Cases
August 15, 2023
On August 14, 2023, DRI Healthcare Trust, a global leader in providing financing to advance innovation in the life sciences industry, managed by DRI Capital Inc., announced that it has purchased a second royalty interest in the worldwide net sales of ORSERDU®, the first approved targeted therapy used in the treatment of postmenopausal women or adult men with advanced or metastatic breast cancer who have experienced disease progression despite prior endocrine therapy. DRI Healthcare entered into a purchase agreement with Radius Pharmaceuticals, Inc., a wholly owned subsidiary of Radius Health, Inc. for an upfront purchase price of $130 million. In addition to running royalties, DRI Healthcare is also entitled to receive milestone payments of up to $40 million on the achievement of sales performance thresholds. Cravath represented DRI Capital Inc. in connection with the transaction.
Deals & Cases
August 08, 2023
On August 8, 2023, ESPN announced an agreement with PENN Entertainment (“PENN”) to launch ESPN BET, a branded sportsbook for fans in the United States. PENN Entertainment will rebrand its current sportsbook and relaunch as ESPN BET, effective this Fall in the 16 legalized betting states where PENN Entertainment is licensed. The rebrand includes the mobile app, website, and mobile website. In connection with the transaction, PENN Entertainment has agreed to grant ESPN warrants to purchase approximately 31.8 million PENN common shares that will vest ratably over 10 years, with the potential for ESPN to receive additional bonus warrants to purchase up to an additional approximately 6.4 million PENN common shares. ESPN is 80 percent owned by ABC, Inc., an indirect subsidiary of The Walt Disney Company. Cravath is representing The Walt Disney Company (“Disney”) in connection with the transaction.
Deals & Cases
August 04, 2023
On August 3, 2023, Hasbro, Inc., a leading toy and game company, announced that it has reached a definitive agreement to sell its eOne film and TV business to Lionsgate for approximately $500 million, consisting of $375 million in cash, subject to certain purchase price adjustments, and the assumption by Lionsgate of production financing loans. Cravath is representing Hasbro in connection with the transaction.
Deals & Cases
June 30, 2023
On June 30, 2023, DRI Healthcare Trust, a global leader in providing financing to advance innovation in the life sciences industry, managed by DRI Capital Inc., announced that it has purchased a royalty interest in the worldwide net sales of Orserdu™, the first approved targeted therapy used in the treatment of postmenopausal women or adult men with advanced or metastatic breast cancer who have experienced disease progression despite prior endocrine therapy, from Eisai Co., Ltd. for $85 million. In addition to the running royalties, DRI Healthcare Trust is also entitled to receive milestones based on the achievement of regulatory and sales performance thresholds. Cravath represented DRI Capital Inc. in connection with the transaction.
Deals & Cases
May 25, 2023
On May 25, 2023, Illumina, a global leader in DNA sequencing and array‑based technologies, announced that Illumina shareholders have voted to elect eight of nine Illumina director nominees to the Board of Directors. Cravath represented Illumina in connection with these matters.
Activities & Publications
May 04, 2023
On May 2, 2023, Cravath partners Benjamin Gruenstein and Daniel J. Cerqueira and of counsel Benjamin G. Joseloff participated in the American Bar Association’s 2023 International Law Section Annual Conference, which was held from May 2‑4, 2023 in New York.
Accolades
March 06, 2023
On March 1, 2023, Cravath was featured by Law360 as a “Media & Entertainment Practice Group of the Year.” The associated profile highlighted the Firm’s representation of “several high‑profile entertainment clients,” including Starz in a precedent‑setting trial win at the U.S. Court of Appeals for the Ninth Circuit and Hasbro in its successful proxy contest against Alta Fox.
Activities & Publications
October 06, 2022
On October 4, 2022, Cravath distributed a memo for its clients entitled “Potential Corporate Bylaw Amendments in Response to SEC Universal Proxy Rules,” which summarizes potential bylaw amendments companies should consider in response to the new federal proxy rules mandating the use of “universal” proxy cards in contested director elections that went into effect on August 31, 2022.
Activities & Publications
September 08, 2022
Cravath partners O. Keith Hallam III and Daniel J. Cerqueira authored an expert analysis chapter of the International Comparative Legal Guide – Corporate Governance 2022, which surveys corporate governance laws and regulations in different jurisdictions and was published by Global Legal Group on September 6, 2022. The chapter, entitled “Dual‑Class Share Structures in the United States,” reviews the current landscape of such structures, analyzes the arguments for and against them, and examines proposals by academics and regulators that would impact their use.
Daniel J. Cerqueira focuses his practice on mergers and acquisitions, corporate governance, activist defense and general corporate matters. Mr. Cerqueira’s clients have included AerCap, Altra, AmerisourceBergen, Ashland, Biogen, Blue Current, Brookfield Asset Management, Buckeye Partners, Cincinnati Bell, Disney, DRI Capital, FS Investments, GreenSky, Hasbro, Hertz, Hibu Group, IBM, Illumina, Occidental Petroleum, Pinnacle Foods, RedHill Biopharma, SMBC Aviation Capital, Southwest Gas, Starwood Hotels and Univision.
Mr. Cerqueira’s notable transactions include representing:
Disney in its $85 billion acquisition of 21st Century Fox, overcoming an interloper bid by Comcast to its original $66 billion agreement, and ESPN’s strategic alliance with PENN Entertainment to launch ESPN BET;
DRI Capital in DRI Healthcare Trust’s acquisition of a royalty interest in Orserdu from Eisai, its acquisition of a second royalty interest in Orserdu from Radius Health and the $210 million sale of its TZIELD royalty interest to Sanofi;
IBM in its acquisitions of Randori, ReaQta, McD Tech Labs from McDonald’s, and BoxBoat and the sale of its marketing platform and commerce software offerings to Centerbridge;
Mr. Cerqueira has also represented numerous companies in defending against hedge fund activism. Notable examples include representing:
In 2021, Mr. Cerqueira was named an M&A “Rising Star” by The Deal in The Dealmaker Quarterly and has been named to the Lawdragon 500 X – The Next Generation list. He has been recognized for his work in activism defense by The Legal 500 US.
Mr. Cerqueira is from Mansfield, Massachusetts. He received a B.A. from Cornell University in 2010, where he was elected to Phi Beta Kappa, and a J.D. magna cum laude from Harvard Law School in 2013, where he was a Submissions Editor and an Executive Editor of the Business Law Review.
Mr. Cerqueira joined Cravath in 2013 and was elected a partner in 2020.
Mr. Cerqueira’s notable transactions include representing:
Disney in its $85 billion acquisition of 21st Century Fox, overcoming an interloper bid by Comcast to its original $66 billion agreement, and ESPN’s strategic alliance with PENN Entertainment to launch ESPN BET;
DRI Capital in DRI Healthcare Trust’s acquisition of a royalty interest in Orserdu from Eisai, its acquisition of a second royalty interest in Orserdu from Radius Health and the $210 million sale of its TZIELD royalty interest to Sanofi;
IBM in its acquisitions of Randori, ReaQta, McD Tech Labs from McDonald’s, and BoxBoat and the sale of its marketing platform and commerce software offerings to Centerbridge;
Mr. Cerqueira has also represented numerous companies in defending against hedge fund activism. Notable examples include representing:
In 2021, Mr. Cerqueira was named an M&A “Rising Star” by The Deal in The Dealmaker Quarterly and has been named to the Lawdragon 500 X – The Next Generation list. He has been recognized for his work in activism defense by The Legal 500 US.
Mr. Cerqueira is from Mansfield, Massachusetts. He received a B.A. from Cornell University in 2010, where he was elected to Phi Beta Kappa, and a J.D. magna cum laude from Harvard Law School in 2013, where he was a Submissions Editor and an Executive Editor of the Business Law Review.
Mr. Cerqueira joined Cravath in 2013 and was elected a partner in 2020.
American Bar Association
The Dealmaker Quarterly
Lawdragon
The Legal 500 US
Deals & Cases
August 15, 2023
On August 14, 2023, DRI Healthcare Trust, a global leader in providing financing to advance innovation in the life sciences industry, managed by DRI Capital Inc., announced that it has purchased a second royalty interest in the worldwide net sales of ORSERDU®, the first approved targeted therapy used in the treatment of postmenopausal women or adult men with advanced or metastatic breast cancer who have experienced disease progression despite prior endocrine therapy. DRI Healthcare entered into a purchase agreement with Radius Pharmaceuticals, Inc., a wholly owned subsidiary of Radius Health, Inc. for an upfront purchase price of $130 million. In addition to running royalties, DRI Healthcare is also entitled to receive milestone payments of up to $40 million on the achievement of sales performance thresholds. Cravath represented DRI Capital Inc. in connection with the transaction.
Deals & Cases
August 08, 2023
On August 8, 2023, ESPN announced an agreement with PENN Entertainment (“PENN”) to launch ESPN BET, a branded sportsbook for fans in the United States. PENN Entertainment will rebrand its current sportsbook and relaunch as ESPN BET, effective this Fall in the 16 legalized betting states where PENN Entertainment is licensed. The rebrand includes the mobile app, website, and mobile website. In connection with the transaction, PENN Entertainment has agreed to grant ESPN warrants to purchase approximately 31.8 million PENN common shares that will vest ratably over 10 years, with the potential for ESPN to receive additional bonus warrants to purchase up to an additional approximately 6.4 million PENN common shares. ESPN is 80 percent owned by ABC, Inc., an indirect subsidiary of The Walt Disney Company. Cravath is representing The Walt Disney Company (“Disney”) in connection with the transaction.
Deals & Cases
August 04, 2023
On August 3, 2023, Hasbro, Inc., a leading toy and game company, announced that it has reached a definitive agreement to sell its eOne film and TV business to Lionsgate for approximately $500 million, consisting of $375 million in cash, subject to certain purchase price adjustments, and the assumption by Lionsgate of production financing loans. Cravath is representing Hasbro in connection with the transaction.
Deals & Cases
June 30, 2023
On June 30, 2023, DRI Healthcare Trust, a global leader in providing financing to advance innovation in the life sciences industry, managed by DRI Capital Inc., announced that it has purchased a royalty interest in the worldwide net sales of Orserdu™, the first approved targeted therapy used in the treatment of postmenopausal women or adult men with advanced or metastatic breast cancer who have experienced disease progression despite prior endocrine therapy, from Eisai Co., Ltd. for $85 million. In addition to the running royalties, DRI Healthcare Trust is also entitled to receive milestones based on the achievement of regulatory and sales performance thresholds. Cravath represented DRI Capital Inc. in connection with the transaction.
Deals & Cases
May 25, 2023
On May 25, 2023, Illumina, a global leader in DNA sequencing and array‑based technologies, announced that Illumina shareholders have voted to elect eight of nine Illumina director nominees to the Board of Directors. Cravath represented Illumina in connection with these matters.
Activities & Publications
May 04, 2023
On May 2, 2023, Cravath partners Benjamin Gruenstein and Daniel J. Cerqueira and of counsel Benjamin G. Joseloff participated in the American Bar Association’s 2023 International Law Section Annual Conference, which was held from May 2‑4, 2023 in New York.
Accolades
March 06, 2023
On March 1, 2023, Cravath was featured by Law360 as a “Media & Entertainment Practice Group of the Year.” The associated profile highlighted the Firm’s representation of “several high‑profile entertainment clients,” including Starz in a precedent‑setting trial win at the U.S. Court of Appeals for the Ninth Circuit and Hasbro in its successful proxy contest against Alta Fox.
Activities & Publications
October 06, 2022
On October 4, 2022, Cravath distributed a memo for its clients entitled “Potential Corporate Bylaw Amendments in Response to SEC Universal Proxy Rules,” which summarizes potential bylaw amendments companies should consider in response to the new federal proxy rules mandating the use of “universal” proxy cards in contested director elections that went into effect on August 31, 2022.
Activities & Publications
September 08, 2022
Cravath partners O. Keith Hallam III and Daniel J. Cerqueira authored an expert analysis chapter of the International Comparative Legal Guide – Corporate Governance 2022, which surveys corporate governance laws and regulations in different jurisdictions and was published by Global Legal Group on September 6, 2022. The chapter, entitled “Dual‑Class Share Structures in the United States,” reviews the current landscape of such structures, analyzes the arguments for and against them, and examines proposals by academics and regulators that would impact their use.
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