Concentration

Mergers and acquisitions, cross-border transactions, strategic joint ventures and general corporate matters

Summary

Jonathan Gordon represents U.S. and international clients in acquisitions and sales of private and public companies and their assets. Many of these transactions have included a substantial cross-border element. Mr. Gordon also has extensive experience in the structuring and formation of joint ventures. In a practice touching on a number of areas, a significant portion of his practice has centered on the representation of businesses in the media, cable television, sports and entertainment, technology, manufacturing and chemical industries.

Representative Engagements

Akzo Nobel N.V.

• Sale of its 50 percent interest in Flexsys, a leading worldwide rubber chemicals producer, to Solutia, Inc.
• Acquisition of ChemCraft Holdings Corporation, a leading wood coatings manufacturer
• Acquisition of Dexter Corporation's coatings business
• Disposition of various international chemical businesses through controlled auctions

Discovery Holding Company

• Roll-up transaction between Discovery Holding Company and Advance/Newhouse Programming, pursuant to which their interests in Discovery Communications will be consolidated in a new public company
• Representation of Discovery Holding Company in connection with Discovery Communications' $1.9 billion redemption of Cox Communications' 25 percent equity stake in Discovery Communications

Liberty Digital

• Structuring of investments in numerous interactive television technology, applications, and content companies, including acquisition of a 50 percent interest in the Game Show Network from Sony and a significant interest in Alloy, Inc.

Liberty Media Corporation

• Acquisition by DirecTV of Liberty Entertainment, Inc. and the creation of a new public parent, DIRECTV
• $16.5 billion acquisition of News Corp.'s 40 percent interest in DirecTV, three regional sports networks, and cash in a tax-free exchange for Liberty Media Corporation's 16 percent stake in News Corp.
• Sale of the International Channel and interest in E! to Comcast in a "cash-rich split-off"
• Sale of USA Networks to Vivendi Universal
• Investment in IDT Corporation
• Spin-off of Liberty Media's 50 percent interest in Discovery Communications and 100 percent interest in Ascent Entertainment Group to form Discovery Holding Company; subsequent representation of Discovery Holding Company
• $500 million equity investment by Liberty Media in News Corp. in connection with News Corp.'s 2003 bid to acquire DirecTV

NBA Houston Rockets/Houston Regional Sports Network

• Restructuring of regional sports network and licensing of media rights of Rockets and Astros to Fox Sports

OpenTV Corp.

• Acquisition of Wink Communications, Inc.
• Acquisition of ACTV, Inc.

TVG Network

• Investment in Youbet.com, Inc.
• Licensing arrangements with America TAB, Ltd.

YankeeNets LLC

• Formation of the Yankees Entertainment and Sports (YES) Network and sale of a significant stake to Goldman Sachs

Publications, Speeches and Presentations

Publications

• "Delaware Chancery Court Confirms Validity of Barnes & Noble's Shareholder Rights Plan," Baker Botts LLP Corporate Update, August 2010
• "Delaware Court Scrutinizes Settlement Process and Replaces Lead Counsel in Shareholder Class Action Suit," Baker Botts LLP Corporate Update, May 2010
• "Delaware Corporate Law Update: Delaware Court Validates Adoption and Use of an NOL Poison Pill," Baker Botts LLP Corporate Update, March 2010