Michelle Rutta is a partner in White & Case’s New York office and a member of the Securities Group and M&A Group, with over 30 years of experience in securities law, corporate governance, acquisition finance, high-yield debt and complex securities offerings, often using her knowledge to create innovative solutions for her clients. Michelle regularly advises domestic and foreign public companies on Securities and Exchange Commission, stock exchange, securities law compliance and disclosure matters and general corporate and governance issues. Clients also seek Michelle’s advice in connection with M&A of public companies, stock and asset purchases of private companies, spin-offs, leveraged buyouts and other acquisition transactions. Clients who benefit from her counsel also include as issuers and underwriters in a variety of public and privately placed debt and equity securities transactions, and issuers and dealer-managers in tender offers and consent solicitations. Michelle has represented companies in numerous acquisition financings in the healthcare industry, with a transaction history that includes high-yield, bank and equity financings for LifePoint Hospitals, Triad Hospitals, Healthtrust, Inc. and Omnicare, Inc. Michelle advised Omnicare, Inc. in financing its acquisition of NCS HealthCare, Inc., which included the first ever issuance of a contingent interest, contingent convertible trust preferred security. Michelle has extensive experience in the retail industry, having represented the underwriters in numerous capital markets transactions for issuers including CVS Health Corporation, Reebok International Ltd., Phillips-Van Heusen Corporation and JC Penney Company, Inc. Other significant deals in which Michelle was involved include her representation of NBC Universal, Inc. in negotiating joint venture ownership arrangements for Universal City Florida Holding Co. and in a related high-yield financing. Michelle has represented acquirers, targets, boards of directors, special committees and investment banks in numerous negotiated and unsolicited, public and private strategic transactions, including the CBS Corporation acquisition of CNET Networks, Inc., the Walt Disney Company acquisition of Capital Cities/ABC, the HCA acquisition of Healthtrust, the Eridania Béghin-Say S.A. acquisition of American Maize-Products Company and the Community Health Systems acquisition of Triad Hospitals.
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The Antitrust Division of the US Department of Justice ("DOJ") continues to aggressively pursue alleged illegal interlocking directorates that violate Section 8 of the Clayton Act, and in particular, interlocks involving private equity ("PE") firms and technology companies. On March 9, 2023, (...)
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