CBS, Viacom Tap Stable of Prestigious Law Firms for Merger (1)

A group of the most prestigious firms in Big Law lined up to advise CBS Corp and Viacom Inc. in their long-awaited all-stock merger that would create a combined company with more than $28 billion in revenue.

Cleary, Gottlieb, Steen & Hamilton; Cravath, Swaine & Moore; Paul, Weiss, Rifkind, Wharton & Garrison; Latham & Watkins, and Shearman & Sterling have all stepped up to help the media giants and their stakeholders execute a deal that would create a new entity, ViacomCBS Inc.

Shari Redstone, who serves as vice chair of the board of directors at CBS and Viacom, will be appointed chair of the new company. Bob Bakish, who is currently Viacom’s CEO, will step in as the chief executive of ViacomCBS Inc.

Cleary is advising National Amusements Inc. on the deal. NAI — which was the first iteration of Viacom before its split with CBS in 2006 — owns controlling stakes and is majority voting shareholder of CBS and Viacom. The firm has previously advised NAI in a boardroom dispute between the Redstone family and CBS Corp.

The Cleary M&A team included partners Christopher Austin and Paul Tiger along with litigation partner Meredith Kotler. It also included executive compensation partner Arthur Kohn and counsel Mary Alcock; tax partner Meyer Fedida and counsel J.J. Gifford; and trust and estates counsel Heide Ilgenfritz.

Paul Weiss advised the special committee of CBS’s board of directors in the Viacom deal, with partners Robert Schumer, Ariel Deckelbaum, and Michael Vogel taking the lead.

Shearman & Sterling took the helm for Viacom in the merger. The team was led by M&A partners Creighton Condon and Daniel Litowitz, along with tax partners Nathan Tasso and Michael Shulman; project development and finance partner Denise Grant; capital markets partners Stephen Giove, Lona Nallengara and Lisa Jacobs; and antitrust partner James Webber.

Shearman has had a long history advising Viacom on its various transactions including its $340 million acquisition of Pluto TV in March and its 2018 acquisition of AwesomenessTV Holdings, LLC. It’s connections to Viacom also extend outside the M&A space. Its former CEO Philippe Dauman is a Shearman alum as is its current general counsel and executive vice president Christa D’Alimonte, who will take the same job for the newly combined company.

Cravath advised the board committee at Viacom in connection with the deal. Cravath presiding partner Faiza Saeed along with corporate partners Damien Zoubek and Keith Hallam led the team advising on M&A matters.

Over the last few years, Cravath has worked on many of the biggest deals in the media industry, including DreamWorks Animation’s sale to Comcast, Time Warner’s sale to AT&T, and Disney’s acquisition of 21st Century Fox.

Latham also worked on the CBS-Viacom merger as counsel to LionTree Advisors and Morgan Stanley, which advised the special committee of Viacom’s board of directors. Partners Adel Aslani-Far and David Kurzweil led the Latham team.