People

Jim Woolery is head of the firm’s M&A and Corporate Governance practices. He draws on his unique background of legal, investment banking and hedge fund experience to counsel c-suites, boards and general counsels across the full spectrum of corporate and strategic matters, including mergers & acquisitions, corporate governance, activist defense and other complex transactions.

Throughout his career, Mr. Woolery has been widely recognized as one of the country’s leading M&A advisors and he has advised on over $750 billion in M&A transactions, including serving as a lead advisor on two of the largest leveraged buyouts in history: the $24.9 billion acquisition of Dell by Michael Dell and Silver Lake Partners and the $48 billion acquisition of TXU by KKR and TPG.  Other high-profile transactions in which Mr. Woolery has served as a lead advisor include Medco Health Solutions in its $29 billion acquisition by Express Scripts, AT&T in its proposed $39 billion acquisition of T-Mobile and Salix in connection with Allergan’s original bid for the company, Valeant’s hostile bid for the company, and Salix’s subsequent sale.  Mr. Woolery also has deep experience advising boards in takeover and activist situations, including Air Products’ tender offer and proxy fight for Airgas and Clorox’s successful defense against Carl Icahn. 

Prior to joining King & Spalding, Mr. Woolery was a partner at Cravath, Swaine & Moore LLP, where he also established and led Cravath’s Business Development and Strategy Group. After 17 years at Cravath, Mr. Woolery became co-head of North American Mergers and Acquisitions at J.P. Morgan Chase & Co. In  2013, Mr. Woolery joined Cadwalader, Wickersham & Taft LLP as deputy chairman and co-chair of the firm’s Corporate Department, where he advised numerous companies on a variety of corporate issues, and was responsible for business development, strategy and external relations. Most recently, Mr. Woolery was a founder and managing partner of Hudson Executive Capital, an investment firm established with numerous CEO partners that sought to create value in U.S. middle-market companies through constructive shareholder engagement and transactional expertise.

Mr. Woolery’s ability to fashion practical business solutions to complex problems has long been acknowledged by clients and advisors.  A 2013 article in The Wall Street Journal that profiled Mr. Woolery’s practice referred to him as “one of the biggest names in mergers and acquisitions.” As one of the most sought after dealmakers and counselors to c-suites, boards, and general counsels, Mr. Woolery has been a regular commentator on M&A and governance for The New York Times, The Wall Street Journal, The Financial Times,Bloomberg and CNBC

Mr. Woolery was also a founder and chairman of The Shareholder-Director Exchange, a network of leading independent directors and institutional investors, established to foster constructive shareholder and director engagement.

Mr. Woolery has also defended dozens of companies in shareholder activist campaigns, including Air Products against Bill Ackman’s Pershing Square, and Clorox against Carl Icahn.  Mr. Woolery’s activist defense expertise, and his recognition in the corporate governance space more generally, have allowed him to develop strong working relationships with the long-term investors and other key governance constituencies who are increasingly determining outcomes in hostile contests and activist matters.

Full Bio

Credentials

B.A., Wake Forest University

J.D., University of Kentucky

New York

Founding Board Member of Sing for Hope

Board Member of John R. Gaines Center for the Humanities at the University of Kentucky

Matters

Energy

Ashland in Marathon Oil’s acquisition of Ashland’s interest in Marathon Ashland Petroleum, as well as several complementary businesses

Massey Energy in its acquisition by Alpha Natural Coal

TXU’s Special Committee in its LBO with KKR and TPG, the largest LBO in history

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Matters

Energy

Ashland in Marathon Oil’s acquisition of Ashland’s interest in Marathon Ashland Petroleum, as well as several complementary businesses

Massey Energy in its acquisition by Alpha Natural Coal

TXU’s Special Committee in its LBO with KKR and TPG, the largest LBO in history

Financial Institutions

CIT Group in connection with the sale of its aircraft leasing business to Avolon Holdings

J.P. MorganGoldman Sachs, and Centerview Partners in multiple acquisition and sale transactions

National City’s Board of Directors in the company’s acquisition by PNC

UNUM in its merger with Provident

Healthcare and Pharmaceuticals

Acorda Therapeutics in its acquisition of Civitas Therapeutics 

Cigna in its proposed acquisition by Anthem 

Elan in its successful defense of a hostile tender offer by Royalty Pharma

Elan in its acquisition by Perrigo

HeartWare in connection with its acquisition by Medtronic

Kinetic Concepts in its acquisition of LifeCell

King Pharmaceuticals in its proposed merger with Mylan

Manor Care in its LBO by The Carlyle Group

Medco Health Solutions in its acquisition by Express Scripts

Par Pharmaceutical in its acquisition by TPG

Salix in connection with Allergan’s original bid for the company, Valeant’s hostile bid for the company, and Salix’s subsequent sale

UnitedHealth in its acquisition of XL Health

Universal Health in its acquisition of Psychiatric Solutions

Industrials

Air Products in its tender offer and proxy fight for Airgas, as well as other restructuring and related transactions

CNH Global in its acquisition by Fiat Industrial

Retail and Consumer

Coty in its proposed acquisition of Avon

Crew’sSpecial Committeein the company’s acquisition by TPG and Leonard Green & Partners

Michaels Stores in its LBO by Bain and Blackstone

The Container Store in Leonard Green & Partners’ acquisition of a majority stake in the company

Warnaco in its acquisition by PVH

WhiteWave Foods in connection with its acquisition by Danone

Technology, Media and Telecommunications

Affiliated Computer Services in its acquisition by Xerox

AT&T in its proposed acquisition of T-Mobile from Deutsche Telekom

CBS in its acquisition of American Radio Systems

CBS in its merger with Viacom

Crown Castle in its merger with Global Signal

Crown Castle in the sale of Crown Castle UK to National Grid

Dell’s Special Committee in the company’s LBO with Michael Dell and Silver Lake Partners

DISH Networks’ Special Committee in various corporate governance matters 

IBM in the sale of its PC business to Lenovo, the first U.S. / China public company deal in history

IBM in its acquisition of the relational database management systems business from Informix, as well as IBM’s acquisition of Unison Software

JDA Software in its acquisition by RedPrairie

Madison Square Garden in its spinoff of its sports and entertainment businesses from its media business 

PricewaterhouseCoopers in the sale of its consulting business to IBM

Xerox’s largest individual shareholder in Xerox’s spinoff of its business-services unit

Matters

Energy

Ashland in Marathon Oil’s acquisition of Ashland’s interest in Marathon Ashland Petroleum, as well as several complementary businesses

Massey Energy in its acquisition by Alpha Natural Coal

TXU’s Special Committee in its LBO with KKR and TPG, the largest LBO in history

See more
Icon close

Close

Matters

Energy

Ashland in Marathon Oil’s acquisition of Ashland’s interest in Marathon Ashland Petroleum, as well as several complementary businesses

Massey Energy in its acquisition by Alpha Natural Coal

TXU’s Special Committee in its LBO with KKR and TPG, the largest LBO in history

Financial Institutions

CIT Group in connection with the sale of its aircraft leasing business to Avolon Holdings

J.P. MorganGoldman Sachs, and Centerview Partners in multiple acquisition and sale transactions

National City’s Board of Directors in the company’s acquisition by PNC

UNUM in its merger with Provident

Healthcare and Pharmaceuticals

Acorda Therapeutics in its acquisition of Civitas Therapeutics 

Cigna in its proposed acquisition by Anthem 

Elan in its successful defense of a hostile tender offer by Royalty Pharma

Elan in its acquisition by Perrigo

HeartWare in connection with its acquisition by Medtronic

Kinetic Concepts in its acquisition of LifeCell

King Pharmaceuticals in its proposed merger with Mylan

Manor Care in its LBO by The Carlyle Group

Medco Health Solutions in its acquisition by Express Scripts

Par Pharmaceutical in its acquisition by TPG

Salix in connection with Allergan’s original bid for the company, Valeant’s hostile bid for the company, and Salix’s subsequent sale

UnitedHealth in its acquisition of XL Health

Universal Health in its acquisition of Psychiatric Solutions

Industrials

Air Products in its tender offer and proxy fight for Airgas, as well as other restructuring and related transactions

CNH Global in its acquisition by Fiat Industrial

Retail and Consumer

Coty in its proposed acquisition of Avon

Crew’sSpecial Committeein the company’s acquisition by TPG and Leonard Green & Partners

Michaels Stores in its LBO by Bain and Blackstone

The Container Store in Leonard Green & Partners’ acquisition of a majority stake in the company

Warnaco in its acquisition by PVH

WhiteWave Foods in connection with its acquisition by Danone

Technology, Media and Telecommunications

Affiliated Computer Services in its acquisition by Xerox

AT&T in its proposed acquisition of T-Mobile from Deutsche Telekom

CBS in its acquisition of American Radio Systems

CBS in its merger with Viacom

Crown Castle in its merger with Global Signal

Crown Castle in the sale of Crown Castle UK to National Grid

Dell’s Special Committee in the company’s LBO with Michael Dell and Silver Lake Partners

DISH Networks’ Special Committee in various corporate governance matters 

IBM in the sale of its PC business to Lenovo, the first U.S. / China public company deal in history

IBM in its acquisition of the relational database management systems business from Informix, as well as IBM’s acquisition of Unison Software

JDA Software in its acquisition by RedPrairie

Madison Square Garden in its spinoff of its sports and entertainment businesses from its media business 

PricewaterhouseCoopers in the sale of its consulting business to IBM

Xerox’s largest individual shareholder in Xerox’s spinoff of its business-services unit

Credentials

B.A., Wake Forest University

J.D., University of Kentucky

New York

Founding Board Member of Sing for Hope

Board Member of John R. Gaines Center for the Humanities at the University of Kentucky