Prior to joining the firm, Warren was a managing director in the mergers and acquisitions group at Bank of America Merrill Lynch and its predecessor Merrill Lynch & Co., where he headed the firm's takeover defense and shareholder activist response practice. In this role, he advised clients in connection with takeover defense, contested bids, and activist shareholder campaigns, as well as corporate governance and investor relations matters.

Previously, Warren was a partner at Fried, Frank, Harris, Shriver & Jacobson LLP, where he served as co-head of the mergers and acquisitions practice group. His transactional experience covered a wide range of industries, including aerospace and defense, consumer products, energy and natural resources, financial services, healthcare, media and entertainment, manufacturing and industrials, pharmaceuticals and biotechnology, real estate, transportation, technology, and telecommunications.

Earlier in his career, Warren was general counsel of FirstMark Communications Europe, a multinational broadband telecommunications carrier.

Public Mergers and Acquisitions

• Advised BellSouth Corporation on its $89 billion merger with AT&T Corp., the largest M&A deal of 2006
• Advised Burlington Resources on its $35 billion merger with ConocoPhillips, the second-largest U.S. M&A deal of 2005
• Represented the management of Reckson Associates Realty Corp. in the $6 billion acquisition of Reckson by SL Green
• Represented The Rouse Company in its $12.6 billion merger with General Growth Properties, the largest REIT merger in history

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• Represented Tracinda Corporation and its sole shareholder, Kirk Kerkorian, the controlling stockholders of Metro-Goldwyn-Mayer, in the sale of MGM to a consortium that included Sony Corporation of America, and acted for Tracinda in connection with a number of other matters, including investments in Chrysler Corporation and General Motors Corporation and the merger of Chrysler Corporation with Daimler Benz AG
• Advised El Paso Corporation in its acquisitions of Coastal Corp. ($16 billion), Sonat ($4 billion), and Tenneco Energy ($2.6 billion)

Hostile Takeovers, Takeover Defense, and Proxy Contests

• Advised Mittal Steel in connection with its successful 26.5 billion unsolicited takeover bid for Arcelor SA
• Led the team advising El Paso Corporation in defeating an attempt by dissident shareholders—led by Selim Zilkha and Oscar Wyatt—to replace El Paso's entire board of directors
• Represented Roy Disney and Stanley Gold in connection with their groundbreaking "Just Vote No" campaign against The Walt Disney Company
• At Merrill Lynch, representative engagements included advising Biogen Idec in its proxy contests against Carl Icahn in 2008 and 2009; Sybase Corp. in connection with a threatened proxy contest by Sandell Management; Eli Lilly & Co. in connection with its investment in United Therapeutics and its diabetes partnership with Amylin Pharmaceuticals; Insituform Technologies in its successful defense against a proxy contest by Water Asset Management; TomoTherapy in connection with its proxy contest with Avalon Partners; Facet Biotech in connection with its proxy contest with Dr. Roderick Wong; RAMCO-Gershenson Properties Trust in connection with an unsolicited proposal by Equity One; Ventana Medical Systems in its defense against an unsolicited bid by Roche Holding; Mentor Graphics Corporation in its successful defense against an unsolicited bid by Cadence Design Systems; and Asyst Technologies in its successful defense against an unsolicited bid by Aquest and Gores Group.

Private Equity

• Represented BPC Holding Company, the parent of Berry Plastics Corp., in the sale of the company to Apollo Management for $2.2 billion; previously represented Goldman Sachs PIA and JP Morgan Partners in the acquisition of Berry Plastics for approximately $900 million and acted for Berry Plastics in connection its acquisitions of Landis Plastics for $225 million and Kerr Group for $445 million
• Represented GS Global Infrastructure Partners in connection with its acquisition of toll-road concessions in Mexico
• Represented Goldman Sachs PIA in connection with the formation of Validus Holdings, a Bermuda reinsurance company, and a variety of other private equity transactions
• Acted for New Mountain Capital in its acquisitions of Inmar and MailSouth and its investment in the consortium acquisition of the reinsurance business of AXA Group

Financial Advisory

• Represented Merrill Lynch as a financial advisor to the buying consortium in connection with the acquisition of HCA by a group led by Kohlberg Kravis Roberts and Bain Capital, at the time the largest leveraged buyout in history
• Advised Goldman Sachs & Co. in connection with the sale of Aztar Entertainment Corp. to Columbia Entertainment for $2.1 billion

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• Acted for Merrill Lynch & Co. in connection with the sale of New River Pharmaceuticals to Shire for $2.6 billion, as well as the sale of Sunterra Corp. to Diamond Resorts for $700 million

Spinoffs, Recapitalizations, and Special Situations

• Represented Merck & Co. in connection with the spinoff of Medco Health Solutions and the negotiation of a multi-year preferred provider managed care agreement between the companies
• Represented the Special Committee of the board of IAC/InterActiveCorp in its $8.2 billion spin-off formation of Expedia and advised the Compensation Committee of IAC/InterActive Corp. in connection with executive compensation matters
• Counseled Martha Stewart Living Omnimedia in connection with corporate governance matters arising out of governmental investigations of Martha Stewart

• J.D., University of California, Berkeley, Boalt Hall School of Law, 1987
  Order of the Coif
• M.A., Trinity College, Cambridge University, 1987
• B.A., Trinity College, Cambridge University, 1983

Warren has been a frequent writer and speaker on mergers and acquisitions and corporate governance topics, including serving as an editorial board member of The M&A Lawyer and an advisory board member of DealLawyers.com. His published articles include:

• "New Year's Resolutions for Boards," Directorship, December 2006/January 2007
• "The Age of Activism," Corporate Governance Advisor, November/December 2006
• Co-author with Steven M. Witzel, "The Right Way to Hire an Investigator," Directorship, November 2006
• Co-author with Philip Richter, "The 2006 Proxy Season," Directorship, September 2006
• Co-author with Philip Richter, "Director Briefs," Directorship, May 2006
• Co-author with Peter S. Golden and Philip Richter, "A Best Case for 'Best Price'? Proposed Amendments from the SEC," The M&A Journal, Vol. 6, No. 7, 2006
• "United States Mergers and Acquisitions Q&A," International Financial Law Review Guide to Mergers and Acquisitions 2004, April 2004
• "The Mounting Pressures on M&A Lawyers," The M&A Journal, May 2002
• "The Impact of September 11th on M&A Transactions," The M&A Lawyer, Vol. 5, No. 5, October 2001
• "The SEC's Revision to the Regulation of Takeovers and Security Holder Communications – The SEC's Final Thoughts," The M&A Lawyer, Vol. 3, No. 9, February 2000
• Co-author with Jonathan S. Adler, K. Susan Grafton, and Philip Richter, "The SEC's Proposed Revisions to the Rules Governing Business Combination Transactions," The M&A Lawyer, Vol. 2, No. 8, January 1999
• "Structuring Strategic Equity Investments," The M&A Lawyer, Vol. 1, No. 8, January 1998
• Co-author with Steven J. Steinman, "Re-emergence of the Unsolicited Exchange Offer," The M&A Lawyer, Vol. 1, No. 2, May 1997

Warren S. de Wied continued

• State Bar of New York