James C. Morphy joined Sullivan & Cromwell in 1979 after graduating Phi Beta Kappa from Harvard College (B.A., Magna Cum Laude, 1976) and Harvard Law School (J.D., 1979). He was elected a partner of the Firm in 1986. Mr. Morphy was the managing partner of the Mergers and Acquisitions Group from 1995 to 2007. He is currently a member of the Firm's Management Committee. Mr. Morphy provides mergers and acquisitions advice for a wide range of transactions, including both friendly and hostile acquisitions, representing buyers, sellers, special committees of independent directors and financial advisors. Selected Transactions Announced transactions involving publicly traded corporations in which he has been involved include: Microsoft in connection with pending proposal to acquire Yahoo!; Reed Elsevier in connection with its acquisition of ChoicePoint; director and Bancroft family member of Dow Jones in connection with News Corp. merger; BCE Inc. in its pending sale to an investor consortium led by Ontario Teachers Pension Plan and Providence Equity Partners; Ohio Casualty in its sale to Liberty Mutual; independent directors and Strategic Review Committee of First Data in connection with buyout by KKR; Medco in its acquisition of PolyMedica; Special Committee of independent directors of Albertson s in connection with its acquisition by a consortium of SuperValu, CVS and Cerberus HCA management in connection with leveraged buyout by KKR and others; Chairman and controlling stockholder of Aramark in its management-led LBO; Inco in connection with unsolicited acquisition offer by CVRD; Special Committee of Masonite in connection with its leveraged buyout by KKR; John Hancock Financial Services in its merger with Manulife Financial Corp.; Chairman and controlling stockholders of West Corporation in connection with leveraged buyout by T.H. Lee; Special Committee of Wrigley in connection with recapitalization plan; Hershey Foods in connection with various transactions; CA in its acquisitions of Netegrity, Concord Communications and Niku; UBS in its acquisition of PaineWebber Group; independent directors of Carter Wallace in connection with leveraged buyout by a consortium of private equity groups; PeopleSoft in connection with unsolicited offer by Oracle Corporation; Reader's Digest recapitalization; Union Camp in its merger with International Paper; Alliance Capital in its acquisition of Sanford Bernstein; Acquisition of Spear, Leeds & Kellogg by Goldman Sachs; Special Committee of Aames Financial in connection with recapitalization; Special Committee of NCH in its merger with its controlling stockholder; acquisition of Nellcor Puritan Bennett by Mallinckrodt; acquisition of Goulds Pumps by ITT Industries; Wallace Computer defense against Moore Corporation; Union Carbide defense of hostile offer by GAF; Harris Corporation spinoff of Lanier Worldwide; acquisition of Irving Trust by The Bank of New York; Greater New York Savings Bank merger with Astoria Financial; May Department Stores/Associated Dry Goods merger; Monsanto purchase of G.D. Searle; GenCorp defense of hostile offer by Wagner & Brown; Prime Computer/Computervision merger; acquisition of Goody Products by Newell; Carlton Communications acquisition of Technicolor; AIG s acquisition of International Lease Finance Company; Hoechst A.G./Celanese merger; and merger of Gulf Oil with Chevron. Professional Activities and Community Involvement Co-Chairman of the Tulane Corporate Institute, the country's leading M&A institution, and regularly participates on panels for other leading M&A seminars. Member of the ABA Task Force on Shareholder Access. Advisory Director of the Harvard Program on Corporate Governance and a guest lecturer on M&A at Harvard Law School. Rankings and Recognition Mr. Morphy recently was named an American Lawyer "Dealmaker of the Year" in 2007. He also is widely recognized as a leading lawyer in: The Best Lawyers in America (2008, 2007, 2006, 2005-2006, 2002) Lawdragon 500 (top 500 U.S. lawyers in all fields) (2007 The 500 Better Than the Best, Summer 2007, Fall 2006) The International Who's Who of Merger and Acquisition Lawyers (2007, 2005, 2003, 2001) The International Who's Who of Business Lawyers recently named one of 15 Most Highly Regarded Individuals in Global M&A (2007, 2006, 2005, 2003-2004, 2002) The International Who's Who of Corporate Governance Lawyers (2006) Chambers USA America's Leading Lawyers for Business (2007, 2006, 2005, 2004, 2003-2004) Chambers Global The World s Leading Lawyers for Business (2008, 2007, 2006, 2004-2005, 2003, 2002-2003, 2001-2002) The Legal 500, United States, Volume 1 (2007) Euromoney's Guide to the World s Leading Mergers and Acquisitions Lawyers Best of the Best (2007, 2006, 2005, 2004, 2001) PLC Global Counsel Mergers and Acquisitions Handbook (2005, 2004-2005, 2003-2004, 2002, 2001) PLC Which Lawyer? Yearbook (leading individual) (2008, 2007, 2006, 2005, 2003-2004, 2002-2003, 2001-2002) PLC Cross-border Corporate Governance Handbook (2008/2009, 2007/2008) PLC Cross-border Mergers and Acquisitions Handbook (2008/2009, 2007/2008, 2006/2007) BTI Masters of the Deal The 2008 BTI Transactions All-Stars (2008) Guide to the World's Leading Mergers and Acquisitions Lawyers (2008) IFLR, Mergers & Acquisitions Yearbook (2005) New York Super Lawyers (top 100 votes in all fields and top lawyer in Mergers and Acquisitions) (2007, 2006) Mr. Morphy is cited in Corporate Board Member magazine in an article entitled "The 10 Best Lawyers to Have on Your Side." and was named in The Best of the Best listing of the best 25 M&A lawyers in the world in a survey by International Financial Law Review. |