Insights and Analysis
AI-washing – when AI hype becomes a litigation risk
Joseph E. Gilligan
Partner Corporate & Finance
Joe has served as primary outside counsel to a broad range of public, private, and non-profit companies, and he regularly counsels boards of directors and committees on corporate governance issues, fiduciary duties matters (including in the M&A and activist shareholder contexts), and compliance with U.S. federal securities laws.
He previously served as co-head of our Corporate practice group for the Americas and as co-chair of our U.S. M&A committee.
As co-director of our activist investor practice, Joe regularly assists clients in preparing for, engaging with, and defending against activist shareholders.
In M&A matters, Joe has extensive experience advising clients on public and private mergers, tender offers, and going-private transactions, as well as proxy contests, strategic investments, and cross-border acquisitions. He helps acquiring and target companies, as well as special committees of independent directors, in connection with hostile and unsolicited takeover proposals and anti-takeover defenses.
In addition to regularly representing life sciences and health care companies in transactional matters, Joe regularly represents companies in a broad range of industry sectors, including real estate and real estate investment trusts (REITs); technology, media, and telecom (TMT); energy and infrastructure; and industrial and consumer goods.
Joe is frequently recognized as a top lawyer in his field by Chambers and the Legal 500. He has also served as an adjunct professor at Georgetown University Law Center, where he has taught the course "Takeovers, Mergers & Acquisitions."
Life Storage (NYSE: LSI) in its successful defense of a hostile takeover attempt and subsequent US$12.7bn friendly merger with Extra Space (NYSE: EXR) creating a US$47bn enterprise value company.
Novartis AG (NYSE: NVS) in its acquisition of Chinook Therapeutics (Nasdaq: KDNY) for up to US$3.5bn, including US$300m of contingent value rights (CVRs).
Novartis AG (NYSE: NVS) in its US$8.7bn acquisition of AveXis Inc. (Nasdaq: AVXS), a gene therapy company.
Acera Surgical on its US$850m (including up to US$125m in earnout payments) to Solventum (NYSE: SOLV).
Represented Transurban in its US$2.1bn sale of a 50 percent interest in its Transurban Chesapeake assets, including multiple toll roads.
Represented independent board members of Elster Group (NYSE: ELT) on the US$2.3bn acquisition of all outstanding American Depositary Shares of Elster by a Melrose PLC subsidiary.
Represented TTEC Holdings, Inc. (Nasdaq: TTEC) in connection with the c. US$1bn+ going-private transaction proposal submitted by its founder and majority shareholder.
Represented OptiNose, Inc. (Nasdaq: OPTN) on its US$330m sale to Paratek Pharmaceuticals, Inc.
Represented Soliton (Nasdaq: SOLY) on its US$550m sale to Allergan Aesthetics, an affiliate of AbbVie.
Represented the 3M Company in various transactions, including its US$1.037bn acquisition of the Polypore separations media business and the US$850m sale of its biometrics business.
Represented GE Healthcare (Nasdaq: GEHC) in its US$1.06bn acquisition of Thermo Fisher Scientific's Cell Culture, Gene Modulation, and Magnetic Beads businesses.
Represented Colonial Properties Trust (NYSE: CLP) in its US$8.6bn merger with Mid-America Apartment Communities Inc. (NYSE: MAA).
Represented Orthofix Medical (Nasdaq: OFIX) in its US$830m merger-of-equals business combination with SeaSpine Holdings (Nasdaq: SPNE).
GE Healthcare (Nasdaq: GEHC) in its acquisition of SeqWright Inc., a provider of nucleic acid sequencing and other genomic services.
Dun & Bradstreet (NYSE: DNB) in various transactions, including its acquisitions of NetProspex and Avention.
The Transaction Committee of the Board of Directors of Knology Inc. (Nasdaq: KNOL) in its US$1.5bn acquisition by WOW! Internet, Cable & Phone.
PAETEC Holding Corp. (Nasdaq: PAET) in its US$2.3bn merger with Windstream Corp. (Nasdaq: WIN).
NextEra Energy (NYSE: NEE) on two "build-own-transfer" agreements to develop and sell a 300 MW wind energy project and to re-develop and sell an existing 100 MW wind energy project.
NextEra Energy (NYSE: NEE) in its US$1.5bn sale of its FPL FiberNet business to Crown Castle (NYSE: CCI).
Cytyc Corp. (Nasdaq: CYTC), a medical device company, in its US$6.2bn merger with Hologic Inc. (Nasdaq: HOLX).
Zimmer Biomet (NYSE & SIX: ZBH) on its US$1.2bn acquisition of Paragon 28 (NYSE: FNA) and on its US$745m (including US$570m of contingent value rights (CVRs) of Monogram Technologies Inc.