Scott J. Davis
Partner
Chicago
sdavis@mayerbrown.com
Ph: +1 312 701 7311
Fax: +1 312 706 8122
 

Experience 
Corporate and Securities: emphasis on mergers and acquisitions and the problems that arise when there is a real or perceived conflict of interest between a company's officers or directors and its shareholders. Litigation: emphasis on derivative, takeover, and securities fraud litigation.

Notable Engagements 

  • Representation of Chemtura in its stock-for-stock merger with Great Lakes Chemical, in which Great Lakes became a subsidiary of Great Lakes (estimated equity value of $1.5 billion as of the date of announcement) (closed July, 2005).
  • Representation of Oshkosh B'Gosh in the $312 million sale of the company to Carter's (closed July, 2005).
  • Representation of Chemtura in the sale of its Refined Products business to Sun Capital for about $80 million (closed June, 2005).
  • Representation of Swisscom, a major shareholder in Infonet Services, in the sale of Infonet to BT Group for about $965 million (closed February, 2005).
  • Representation of the largest of the Golden Harvest companies in the sale of a 90% interest in those companies to Syngenta for about $180 million (closed July, 2004).
  • Representation of Abbott Laboratories in connection with its spin-off of Hospira (closed April, 2004).
  • Representation of Devon Energy in its stock-for-stock merger with Ocean Energy, in which Ocean became a subsidiary of Devon (estimated equity value of $3.5 billion as of the date of announcement) (closed April, 2003).
  • Representation of Devon Energy in its acquisition of Mitchell Energy & Development (estimated equity value of $3.1 billion as of the date of announcement) (closed January, 2002).
  • Representation of Devon Energy in its $3.5 billion acquisition of Anderson Exploration (closed October, 2001).
  • Representation of George Weston in its $1.765 billion acquisition of Bestfoods Baking (closed July 2001).
  • Representation of Dow Chemical in the merger in which Union Carbide became Dow's subsidiary (estimated equity value of $9.3 billion as of the date of announcement) (closed February 2001).
  • Representation of Dow Chemical in the divestiture, effected in connection with the Union Carbide merger, of Dow's ethyleneamines business to Huntsman (closed February 2001).
  • Representation of Dow Chemical in the divestiture, effected in connection with the Union Carbide merger, of Dow's ethanolamines business to Ineos (closed February 2001).
  • Representation of Janna Systems in the $870 million acquisition of Janna by Siebel Systems (closed November 2000).
  • Representation of Vedior in its $80 million acquisition of Acsys (closed June 2000).
  • Representation of Illinois Tool Works in the merger in which Premark became ITW's subsidiary (estimated equity value of $3.6 billion as of the date of announcement) (closed November 1999).
  • Representation of Sears, Roebuck in its disposition of Western Auto Supply to Advance Auto for $175 million plus 40 percent of the stock of Advance Auto (closed November 1998).
  • Representation of Dow Chemical in its acquisition of the public minority interest in Mycogen (closed October 1998).
  • Representation of Dow Chemical in the disposition of Radian International to Dames & Moore for approximately $115 million (closed July 1998).
  • Representation of Abbott Laboratories in its acquisition of International Murex Technologies for approximately $234 million (closed April 1998).
  • Representation of Dow Chemical in the sale of the DowBrands business for more than $1 billion to S.C. Johnson & Son (closed January 1998).
  • Representation of Leonard Green & Partners in its $310 million acquisition of approximately 160 community newspapers from Hollinger International (closed January 1998).
  • Representation of The Restaurant Company in its acquisition of the public minority interest in Perkins Family Restaurants for approximately $70 million (closed December 1997).
  • Representation of Dow Chemical in the $970 million sale of its controlling interest in Destec Energy to NGC (part of the acquisition of all of Destec by NGC for approximately $1.27 billion) (closed June 1997).
  • Representation of Jacor Communications in its $190 million acquisition of Premiere Radio Networks (closed June 1997).
  • Representation of Jacor Communications and the Zell/Chilmark Fund in connection with Jacor's $650 million acquisition of Citicasters (closed September 1996).
  • Representation of Abbott Laboratories in connection with its $876 million acquisition of MediSense (closed August 1996).
  • Representation of Dow Chemical in the formation of Radian International LLC, a limited liability company controlled by Dow combining the environmental services businesses of Dow and Hartford Steam Boiler Insurance (closed January 1996).
  • Representation of independent directors of REN Corporation-USA in connection with the $177 million acquisition of the 47% publicly-held minority interest in that company by a subsidiary of Gambro (closed November 1995).
  • Representation of LG Electronics (Goldstar) in its $350 million acquisition of control of Zenith Electronics (closed November 1995).
  • Representation of Santa Fe Pacific in its merger (valued at about $4 billion) with Burlington Northern (closed September 1995).
  • Representation of Dow Chemical in the $140 million sale of its Central and South American pharmaceuticals business to Roussel-Uclaf (closed June 1995).
  • Representation of Dow Chemical in the $5.1 billion sale of its controlling interest in Marion Merrell Dow to Hoechst (part of the acquisition of all of Marion Merrell Dow by Hoechst for about $7.1 billion) (closed June 1995).

 

Employment 
Mayer, Brown, Rowe & Maw LLP, Chicago, 1977 to date; Partner, 1983; Co-Practice Leader of the Corporate and Securities Group, 2002-present  •  Law Clerk to The Honorable Luther M. Swygert, United States Court of Appeals for the Seventh Circuit, 1976-1977

Education 
Harvard Law School, J.D. cum laude, 1976; Member, Board of Editors, Harvard Law Review • Yale University, B.A. cum laude, 1972

Admitted
Illinois, 1976 • U.S. District Court for the Northern District of Illinois, 1976, and the Trial Bar of that Court, 1983  •  U.S. Court of Appeals for the Seventh Circuit, 1977, and the Eighth Circuit, 1986

Publications 
Author or Co-Author:  "Deal Protection After Omnicare," 14 International Company & Commercial Law Review 311 (2003) • "Liability Under Sections 10, 18 and 20 of the Securities Exchange Act of 1934," printed in Understanding the Securities Laws 2000, PLI Corp. Law & Practice Handbook Series, No. BO-00P4, 2000 • "Merger and Acquisition Agreements in Competitive Bidding Situations: Rights and Obligations Created by Corporation and Contract Law," 17 Securities Regulation Law Journal 3, 1989 • "Consents to Trouble," 42 Business Lawyer 135, 1986 • "A Fresh Look at Santa Fe Industries, Inc. v. Green ," printed in Fiduciary Problems in Acquisitions and Takeovers, PLI Corp. Law & Practice Handbook Series, No. 371, 1981 • "Foreign Acquisitions of U.S. Corporations," 13 Review of Securities Regulation 967, 1980 • "Why Corporate Directors Have a Right to Resist Tender Offers," 3 Corporation Law Review 107, 1980

Memberships 
American Bar Association, Section of Corporation, Business and Banking Law

Civic Activities
Vice President, Chicago Police Board, a body appointed by the Mayor of Chicago with disciplinary and supervisory powers over Chicago police officers and the Department

Source:  http://www.mayerbrownrowe.com/biotech/attorneys/zprintprofile2.asp?employeeid=D780794621