Paul L. Choi
PAUL CHOI is a partner in Sidley’s Corporate group, which advises clients on mergers and acquisitions, corporate finance transactions and securities and corporate governance matters. He is the global co-leader of the firm’s mergers and acquisitions practice.
In the mergers and acquisitions area, he focuses on public and private mergers, acquisitions, dispositions, spin-offs and joint ventures. His practice also includes counseling clients on takeover defense and proxy contests. Paul has advised on a broad range of mergers and acquisitions transactions, from small private transactions to public multi-billion dollar mergers. He has advised on dozens of public company merger deals, including representing First Data Corporation on its $29 billion acquisition by an investor group controlled by KKR. He advised West Corporation in its $4.1 billion recapitalization sponsored by Thomas H. Lee Partners, L.P. and Quadrangle Group LLC. He assisted eBay Inc. in its $2.0 billion sale of Skype Technologies and represented Discover Financial Services in its $600 million acquisition of The Student Loan Corporation. He advised International Game Technology in its $6.4 billion sale to GTECH S.p.A. He recently represented Recall Holdings Limited in its cross-border $2.6 billion sale to Iron Mountain Inc.
Paul has also advised on numerous spin-off transactions, including First Data on its $14 billion spin-off of the Western Union Company and the $15.8 billion spin-off of Discover Financial Services from Morgan Stanley. Paul also represented KPMG LLP in its spin-off of its global management and information technology consulting business. Most recently, he advised on the $10.2 billion spin-off of Yum China Holdings, Inc. from Yum! Brands, Inc., the $2.5 billion spin-off of Knowles Corporation from Dover Corporation, the $2.0 billion demerger of Recall Holdings from Brambles Limited and the $900 million spin-off of Herc Holdings Inc. from the Hertz Global Holdings, Inc.
His practice also includes representing clients in hostile takeovers, proxy contests and stockholder activism situations. He advised Barrett Resources in its response to Shell Oil Company’s hostile takeover attempt and the subsequent agreement by Barrett Resources to merge with The Williams Companies, Inc. for $2.8 billion. More recently, he advised International Game Technology in a proxy contest by a stockholder activist, and he represented Commercial Metals Company in its successful defense against a $1.7 billion hostile tender offer and proxy contest launched by Mr. Carl C. Icahn.
Other notable transactions include the representation of Andersen Worldwide, S.C., the Swiss coordinating body for the independent Andersen professional firms, on its global corporate matters and global wind-down.
In the corporate finance area, he has represented issuers and underwriters on dozens of private and public equity and debt offerings. These capital markets transactions have included a variety of initial public offerings, including subsidiary or “carve-out” offerings in the energy, technology, financial services and real estate sectors, and other acquisition financing transactions. His practice also includes private equity and debt offerings, Rule 144A transactions, and high yield debt, equity derivative and hybrid securities offerings. For example, he represented Caterpillar Inc. in $4.5 billion of public offerings to finance its acquisition of Bucyrus International, Inc.
In addition to his transactional work, Paul advises public company clients on a broad range of corporate governance and general securities law matters, including Sarbanes-Oxley, board of director, fiduciary duty, audit committee, PCAOB, disclosure policy and related issues. He is a regular speaker at numerous seminars and conferences on topics relating to directors’ duties and M&A developments.
Paul was named by Crain’s Chicago Business in its annual “40 Under 40” list of leading Chicago area business executives and professionals. He is included in the Corporate/M&A section of Chambers Global: The World’s Leading Lawyers for Business - The Client’s Guide and Chambers USA: The World’s Leading Lawyers for Business - The Client’s Guide in Illinois. He has been recognized in The International Who's Who Legal: Mergers & Acquisitions, and is also a recommended lawyer for mergers and acquisitions work by Global Counsel 3000. Additionally, Paul has been recommended by The Legal 500 for Capital Markets: debt offerings and M&A: large deals. He is also recognized in The Best Lawyers in America for Corporate Governance Law, Corporate Law and M&A Law.
Paul served as a law clerk to the Honorable Laurence H. Silberman on the United States Court of Appeals for the D.C. Circuit from 1989–1990.
- Mentioned in, “Defending against the New York giants: Four Chicago offices show their blueprints for keeping Illinois’ big-time M&A business away from East Coast competitors,” Chicago Lawyer (February 2016).
- “The Evolving Response to Shareholder Activism,” Sidley Perspectives on M&A and Corporate Governance (August 2015).
- “Forewarned is forearmed: Shareholder activism requires some agility and some insight,” Chicago Lawyer (June 2015).
- “Key lessons for boards managing a sale,” Daily Journal (May 2014).
- Immediate Past President of the Worldwide Harvard Alumni Association
- Past President of the Harvard Club of Chicago
- Leading Lawyers Network for corporate and M&A matters
- American Bar Association
- Illinois Bar Association and the Chicago Bar Association