Robert Gavigan’s practice focuses on domestic and international mergers and acquisitions, supply and distribution arrangements, secured and unsecured loan financings, venture capital investments, private placements, complex commercial joint ventures and alliances, and general corporate counseling.  He has substantial experience representing companies in the life science, healthcare, and consumer products industries.

Prior to joining the firm, Bob practiced with Patterson, Belknap, Webb & Tyler LLP, where he focused on corporate law and corporate finance.  He is a graduate of Georgetown University Law Center, where he was an Article Editor of the Georgetown International Environmental Law Review.  Prior to law school, Bob spent more than a decade working in the oil and gas business in the Middle East, North Africa, the Asia-Pacific region, and South America in various petroleum engineering and management positions.

Robert Gavigan’s practice focuses on domestic and international mergers and acquisitions, supply and distribution arrangements, secured and unsecured loan financings, venture capital investments, private…

Education

Georgetown University Law Center (J.D. 1997); University of Tulsa (B.S., Petroleum Engineering, 1983); Georgetown University (A.B. 1980)

Bar Admissions

New York State

Activities and Affiliations

Member, American Bar Association (Mergers and Acquisitions Committee)

Member, New York City Bar Association (former member of Energy Committee)

Member, The Society of Petroleum Engineers

Member, Independent Petroleum Association of America (former member of International Committee)

Former Member, Law360 Editorial Advisory Board for M&A coverage

Mergers and Acquisitions

Represented management of an energy trading company in connection with an acquisition by private equity investors.

Represented a Korean distributor of biotech products in connection with the sale of the business to a global life sciences company.

Represented the U.S. arm of one of the world’s leading cosmetic companies in connection with the acquisition of substantially all of the assets of a U.S. company.

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Credit, Loan, and Project Financings

Represented a healthcare device manufacturer in a $40 million secured financing for the acquisition of product lines from a Fortune 50 manufacturer.

Represented a health care device manufacturer in a $75 million syndicated financing with secured credit facilities in the United States, the Far East, and Europe.

Represented a healthcare publishing and communications company in a $35 million syndicated secured term and revolving loan financing.

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Venture Capital and Strategic Investing

Represented venture arm of a Fortune 50 health care company in unwinding a joint venture.

Represented Korean company in connection with strategic equity investments in the U.S.

Represented an investment fund in connection with equity investments in private companies.

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Corporate Governance and Supply, Distribution, and Commercial Alliances

Represented an oil and gas exploration and production company in connection with international joint venture advice.

Represented a life science company in the resolution of disputes relating to a joint collaboration and development of a medical device product and the manufacture, production, and marketing of the product.

Represented a manufacturing company with various corporate matters and supply and distribution agreements.

Represented one of the world’s leading information companies in a commercial alliance with another information company resulting in a master distribution and license agreement for providing financial information to financial institutions and trading companies.

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Each year, Law360 selects a small group of practitioners from across the country in each of its practice area and industry groups to aid in shaping the publication’s editorial content for the following year. This year, five C&G attorneys were named as Law360 Editorial Advisory Board Members: 
 

- Mark S Cohen, Partner:  White Collar Advisory Board

- Robert J Gavigan, Partner: Mergers & Acquisitions Advisory Board

- Bonnie J Roe, Partner:  Private Equity Advisory Board

- Daniel H Tabak, Partner: Legal Ethics Advisory Board

- Christopher M P Jackson, Counsel: Life Sciences Advisory Board

 

C&G partner Robert Gavigan weighs in on the unique compliance challenges in multinational mergers. 

Partners Mark S Cohen and Robert J Gavigan have been selected as members of Law360’s 2014 editorial advisory boards. Each year, Law360 selects a small group of practitioners from across the country in each of its practice area and industry groups to aid in shaping the publication’s editorial content for the following year.  Mr. Cohen was named to both the Banking and the White Collar editorial advisory boards, and Mr. Gavigan was selected for the Mergers & Acquisitions editorial advisory board.        

Much of modern corporate governance law turns on the roles of independent directors, but determining who is an independent director is often a complicated task, with separate state law, regulatory, and exchange standards that have evolved over time.  This article looks at key recent developments and provides a field guide for general counsel trying to understand what independence really means.

A recent SEC no-action letter provides significant relief from SEC registration requirements for so-called "M&A brokers," involved in the purchase or sale of privately-held companies.  Although the letter does not eliminate all of the risks involved in acting as or employing an unregistered intermediary in an acquisition, it represents a step in the right direction for those wishing to lift the regulatory burden on such intermediaries.

With the recent increase in enforcement of the Foreign Corrupt Practices Act (FCPA), it is prudent for counsel to conduct in depth due diligence when acquiring a foreign target. Their conduct may become your company’s FCPA liability.

A recent arbitration ruling which determined that Kraft Foods Group/Mondelez International Inc. must be paid more than $2.7 billion by Starbucks Coffee Company to conclude a lengthy breach of contract dispute, is a venti wake-up call to inside counsel negotiating long-term ventures, supply and distribution agreements, and other commercial and strategic alliances.

The SEC adopted amendments disqualifying private securities offerings involving felons and other “bad actors” from relying on the Rule 506 safe harbor exemption. The lesson learned here is to know who you are dealing with especially when it comes to large investors, brokers and even potential targets and acquirers. Questionnaires and other fact-checking exercises should now be part of the due diligence process.

The Delaware Court of Chancery recently found that the board of Trados Incorporated did not breach its fiduciary duties in approving a merger of its company with SDL plc, even though the common stockholders received nothing, and the majority of directors approving the merger were conflicted through their relationships with the preferred stockholders. Trados is a reminder to boards to run a tight ship during the sales process.

The SEC is firming up their controversial proposal for new regulations under the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act, which will require certain public companies to disclose the ratio between CEO compensation and the median pay of rank-and-file employees.  Counsel to such companies are urged to advise clients on the potential backlash from investors, competition, and otherwise.

In this two-hour LIVE Webcast, a panel of distinguished professionals and thought leaders assembled by The Knowledge Group will provide the audience with an in-depth discussion of merger and acquisition activities and will help them understand the important aspects of this significant topic. Speakers will also offer best practices in developing and implementing effective M&A strategies and ensuring compliance with applicable laws.

The choice of entity in which to conduct your business is significantly affected by tax considerations.  This session will provide a business and corporate law perspective on the various pass-through entities recommended for tax reasons by the preceding speakers by considering the non-tax issues in doing business as a sole proprietorship, “S” corporation, partnership or limited liability company.