Michael Rogan handles mergers and acquisitions, securities regulation, corporate governance and corporate finance matters. He is experienced in Securities and Exchange Commission issues (having served five years on the staff of the SEC) and provides corporate and securities law advice to a number of public companies on an ongoing basis.
Mr. Rogan represents electric and gas utilities, diversified energy companies and private investment funds, as well as U.S. industrial and financial services companies.
In the mergers and acquisitions context, Mr. Rogan has advised bidders, targets and investment bankers in U.S. and cross-border transactions, as well as friendly and hostile situations. He is experienced in asset acquisitions and dispositions (including electric utility restructurings), proxy contests, spin-offs and joint ventures.
Mr. Rogan also has an active corporate governance practice and regularly advises boards of directors with respect to governance matters. In this context, he advises board committees, including audit committees, with respect to compliance matters and internal investigations.
Mr. Rogan joined Skadden in 1980 and became a partner in 1984. From 1994-2009, he served as head of the Washington, D.C. office Corporate Group, and from 1998-2009, he was the leader of the firm’s Washington, D.C. office. From 2009 to July 2013, Mr. Rogan served as co-head of the firm’s global transactions practices. Some of Mr. Rogan’s significant transactions include the representation of:
- Allegheny Energy, Inc. in its $4.7 billion acquisition by FirstEnergy Corp. The deal was structured as a stock-for-stock transaction;
- DENTSPLY International Inc. in its $1.8 billion acquisition of Astra Tech (Sweden) from AstraZeneca (United Kingdom). Both DENTSPLY and Astra Tech are dental product distributors and manufacturers;
- Entergy Corporation in its proposed, but terminated $6 billion tax-free spin-off and subsequent merger of its electric transmission business into ITC Holdings Corp.;
- EQT Corporation in its transaction with PNG Companies LLC, the parent company of Peoples Natural Gas Company LLC, involving the transfer of EQT’s local gas distribution company, Equitable Gas, in exchange for $720 million, certain midstream pipeline assets of Peoples and certain commercial arrangements;
- Hawaiian Electric Industries, Inc. (HEI) in its $4.3 billion acquisition by NextEra Energy, Inc. In connection with this transaction, HEI will spin off ASB Hawaii, Inc., the parent company of American Savings Bank, F.S.B., into a separate, publicly traded company;
- Northeast Utilities in its merger of equals with NSTAR to create one of the nation’s largest electric utilities with an enterprise value of $17.5 billion;
- the special committee of the board of directors of Total System Services, Inc. in the $4.7 billion spin-off of Total System Services, Inc. from its 81 percent parent company, Synovus Financial Corp.
- J.D., University of Connecticut, 1974
- B.A., Oberlin College, 1970
- District of Columbia
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