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Thomas E. Dunn

Partner, Corporate

Thomas E. Dunn is a partner in Cravath’s Corporate Department. His diverse corporate practice encompasses mergers and acquisitions, private equity, joint ventures, restructurings, corporate governance and securities‑related matters.

Mr. Dunn’s clients have included Ashland, Mylan, Stanley Black & Decker, Genpact, Chemed, Valvoline, Associated Partners, Lindsay Goldberg, ECS Federal, Altra, FactSet Research Systems, Ripplewood Associates, RHJ International, Hertz, Cox Enterprises, Pentair, Aptuit, Bristol‑Myers Squibb, J.Crew, Barnes & Noble, Gerber Scientific, Terra Industries, Jones Apparel Group, Alcoa and Perry Capital.

Mr. Dunn has also represented numerous companies in defending against hedge fund activism. Recent examples include representing Ashland in its proxy contest and subsequent settlement agreement with Cruiser Capital and in its response to JANA Partners’ acquisition of approximately 8.4% of its outstanding shares; Barnes & Noble in its successful proxy contest with Ron Burkle and Yucaipa; and Chemed in its successful proxy contest with MMI Investments.

Mr. Dunn’s assignments include representing:

  • Mylan in its pending $50 billion combination with Upjohn, a division of Pfizer, its $9.9 billion acquisition of Meda, its successful takeover defense against Teva’s $40 billion hostile bid, its $35 billion offer to acquire Perrigo and its $5.6 billion inversion acquisition of Abbott Laboratories’ non‑U.S. developed markets specialty and branded generics business;
  • Chemed in Roto‑Rooter’s pending $120 million acquisition of HSW’s franchise operations and Western Drain Supply;
  • Stanley Black & Decker in its investment in MTD Products and its acquisition of the Craftsman brand from Sears;
  • Lindsay Goldberg in its $360 million acquisition of the Specialty Papers Business Unit of Glatfelter;
  • Altra in its $3 billion combination with four operating companies from Fortive’s Automation and Specialty platform;
  • ECS Federal in its $775 million sale to On Assignment;
  • Aptuit in its $300 million sale to Evotec, the $60 million sale of its sterile manufacturing business and solid‑state chemistry business to Albany Molecular Research and the $407 million sale of its CTS business to Catalent;
  • the Schulz family in the $178 million sale by DHX Media of a 45% stake in its interest in “Peanuts” to Sony Music Japan, the $345 million sale by Iconix of its entertainment division, including an 80% controlling interest in “Peanuts,” to DHX Media and their $175 million acquisition, in partnership with Iconix, of the “Peanuts” brand and related assets from United Features Syndicate and E.W. Scripps;
  • Ashland in its $660 million acquisition of Pharmachem, the tax‑free separation of its Valvoline business, the $1.8 billion sale of Ashland Water Technologies to a fund managed by Clayton, Dubilier & Rice and its $3.2 billion acquisition of International Specialty Products;
  • FactSet Research Systems in its $205.2 million acquisition of BISAM, the $165 million sale of its Market Metrics business to Asset International, a portfolio company of Genstar Capital and its $265 million acquisition of Portware;
  • Associated Partners in its $409 million sale of PEG Bandwidth to Communications Sales & Leasing and a $100 million minority investment by KKR & Co. in four of its wireless infrastructure businesses;
  • Genpact in a $1 billion investment by Bain Capital;
  • Pentair in its $10 billion Reverse Morris Trust combination with Tyco Flow Control;
  • Gerber Scientific in its $281 million leveraged buyout by Vector Capital;
  • the special committee of the J.Crew board of directors in its $3 billion leveraged buyout by TPG and Leonard Green;
  • Terra Industries in its $4.7 billion sale to CF Industries;
  • Jones Apparel Group in its acquisition of Stuart Weitzman;
  • RHJ International and its portfolio company, Asahi Tec, in connection with the restructuring of Metaldyne and RHJ International in its reorganization from Ripplewood Holdings’ private equity fund in Japan into a public company listed in Belgium;
  • Bristol-Myers Squibb in its $2.4 billion acquisition of Medarex, its $4.7 billion bid for ImClone, its $4.1 billion sale of ConvaTec, the $660 million sale of its consumer medicines business and $385 million sale of its adult nutritional business to Novartis, its $7.8 billion acquisition of DuPont Pharmaceuticals, its sale of Matrix Essentials to L’Oreal and its spin off of Zimmer;
  • Alcoa in the $2.7 billion sale of its packaging and consumer business to Rank Group;
  • Ripplewood Holdings in the $352 million sale of Supresta to Israel Chemicals, its joint venture investment in AirCell, its €600 million acquisition of Honsel International Technologies from the Carlyle Group and its €230 million acquisition of Akzo Nobel’s phosphorous chemical business;
  • Perry Capital, Marathon Asset Management, D.E. Shaw and Tennenbaum Capital Partners in connection with their formation, together with Bear Stearns Merchant Banking, of Doral Holdings, which in turn acquired 90% of Doral Financial Corporation for $610 million;
  • Asahi Tec in its acquisition of Metaldyne;
  • WPS Resources in its $1.6 billion acquisition of Peoples Energy;
  • Renal Care Group in its $4 billion acquisition by Fresenius Medical Care;
  • Roto Rooter in its $410 million acquisition of Vitas Healthcare; and
  • OfficeMax in its $1.2 billion acquisition by Boise Cascade.

Mr. Dunn was recognized in the 2016 through 2019 editions of IFLR1000 as one of the country’s leading practitioners in both mergers and acquisitions and private equity, in Lawdragon’s 2018 and 2019 lists of the “500 Leading Lawyers in America,” and in the 2018 edition of The Legal 500 for his work in mergers and acquisitions. His work on behalf of Altra in its $3 billion combination with four operating companies from Fortive’s Automation and Specialty platform was featured by the Financial Times in its annual FT North America Innovative Lawyers 2018 report. Mr. Dunn is Chairman of the Board of Trustees of Greenwich Academy and a member of the Board of Directors of MFY Legal Services.

Mr. Dunn was raised in Erie, Pennsylvania. He received a B.A. from the College of William & Mary in 1987 and a J.D. with high honors from Duke University School of Law in 1992, where he was Senior Editor of Law and Contemporary Problems and was elected to the Order of the Coif. Mr. Dunn joined Cravath in 1992, spent two years as an associate in Cravath’s London office and became a partner in 2000.

Mr. Dunn may be reached by phone at +1‑212‑474‑1108 or by email at tdunn@cravath.com.

Mr. Dunn is admitted only in New York.

Contact
+1 (212) 474-1108
+1 (212) 474-3700