Lee D. Charles



New York

P: +1.212.408.2505 F: +
Lee Charles

Lee D. Charles' practice focuses on representing publicly held and privately owned companies in mergers and acquisitions, joint ventures and capital-raising activities, both in the United States and internationally. He served as Partner in Charge of the firm's New York office for more than 10 years.

Much of his practice has involved representing industry leaders in the media and communications, chemical, industrial products, and sports and entertainment sectors.

He has been described by clients as an “exceptionally talented, creative problem solver.” (The Legal 500 US, 2011)

In addition to his transactional work, Mr. Charles regularly counsels special committees and boards of directors on the most complex, sensitive and important matters they face, including going-private and other conflict-of-interests transactions, corporate governance matters, internal investigations and disclosure matters. He has extensive experience in transactions involving control shareholders.

Related Experience

Mergers & Acquisitions

  • Innophos Holdings, Inc – Merger with an affiliate of One Rock Capital Partners, L.L.C.
  • Snap-Tite, Inc. – Sale to Parker-Hannifin Corporation
  • Nagra USA, Inc. – Acquisition of Milestone Systems, Inc.
  • Red Man Pipe & Supply Company – Business combination with McJunkin Corporation in a transaction valued at $1 billion
  • OpenTV Corp. – Acquisitions of Wink Communications, Inc., ACTV, Inc. and BettingCorp, Ltd.
  • Mastercard International – Acquisition of First Performance, Inc.
  • Liz Lange LLC – Sale of Liz Lange Maternity brand to Bluestar Alliance
  • Discovery Communications, Inc. – Acquisition of The Learning Channel, Inc.
  • Kearns-Tribune Corporation – Sale of the Lewiston Morning Tribune, Whitman County Gazette and Moscow-Pullman Daily News
  • Whitehall Corporation – Merger with Aviation Sales Company
  • Tele-Communications, Inc. – Acquisition of Kearns-Tribune Corporation, the publisher of The Salt Lake Tribune
  • Tele-Communications, Inc. – Acquisition of substantially all of Viacom Inc.’s cable television systems
  • Mediacom Communications Corporation – Purchase and sale of numerous cable television, broadband and telephony systems throughout the United States
  • Mediacom Communications Corporation – $180 million redemption of Morris Communications' equity stake in a transaction structured as a "cash-rich split off"
  • Liberty Media Corporation – Acquisition of Provide Commerce, Inc.
  • Liberty Media Corporation – Acquisition of Ascent Entertainment Group, Inc.
  • Liberty Media Corporation – Acquisition of a controlling interest in Home Shopping Network, Inc., through a private stock purchase and partial tender offer
  • Liberty Media Corporation – Investments in Emmis Communications, Inc. and Alloy, Inc.
  • Akzo Nobel, N.V. – Acquisition of Chemcraft International, Inc.
  • Akzo Nobel, N.V. – Acquisition of Covance Biotechnology Services, Inc.
  • Akzo Nobel, N.V. – Acquisition of marine and aerospace coatings business of U.S. Paint Corporation
  • Akzo Nobel, N.V. – Acquisition of Chinese and Korean powder coatings business of Ferro Corporation
  • Akzo Nobel, N.V. – Acquisition of automotive coatings business of Dexter Corporation
  • Akzo Nobel, N.V. – Sale of phosphorus chemical division to Ripplewood Holdings
  • Akzo Nobel, N.V. – Sale of joint venture interest in Flexsys, NV, a rubber processing chemical business

Special Committee & Related Transactions

  • Special Committee of the Board of a Fortune 500 company responding to a criminal enforcement investigation by the DOJ and the FDA regarding the sale and distribution of prescription medicines and related practices
  • Special Committee of the Independent Directors of Intersections, Inc. – Offer by control shareholder to acquire pet health monitoring business
  • Special Committee of Independent Directors of Swift Transportation Company – $225 million acquisition of Central Refrigerated Transportation, Inc.
  • Special Committee of Independent Directors of a for-profit university responding to a "go-private" proposal from a significant stockholder
  • Rocco B. Commisso – Acquisition of remaining interest in Mediacom Communications Corporation in a “going-private” transaction valued at $3.9 billion
  • OpenTV, Inc – $215 million “going-private” transaction by Kudelski SA via a tender offer
  • Special Committee of the Board of Directors of 24/7 Media, Inc. – Review of a financing transaction with a director and significant stockholder
  • Liberty Media Corporation – Acquisition of Liberty Digital, Inc. in a “going-private” transaction
  • Tele-Communications, Inc. – Acquisition of TCI International in a “going-private transaction”
  • United Artists Entertainment Company – Acquisition of United Cable Television Corporation in a “going-private” transaction

Joint Ventures

  • YankeeNets, LLC – Formation of the Yankees Entertainment and Sports (YES) Network and sale of a significant stake to Goldman Sachs and others
  • NBA Houston Rockets – Formation of a regional sports network and licensing of media rights of Rockets and Astros to Fox Sports
  • Formation of a strategic partnership among Liberty Media Corporation, Barry Diller and Comcast Corporation with respect to their controlling interest in QVC
  • TVG Network – Joint bid with the New York Racing Association to acquire the assets of New York City Off-Track Betting Corporation

Awards & Community

Listed in The Best Lawyers in America (Woodward White, Inc.), 2009-2019

Named "Client Service All-Star" in BTI's 2010 & 2011 Client Service Survey

Recognized as a New York Super Lawyer (Thomson Reuters), 2011-2019





2020 Houston Board of Directors Forum

The third annual Houston Board of Directors Forum is a half day event that will address hot topics and critical issues affecting Boards and Corporate Directors in 2020.