Thomas A. Cole

Cole, Thomas A.

Senior Counsel

Chicago +1 312 853 7473

One South Dearborn
Chicago, Illinois 60603
+1 312 853 7473


Thomas A. Cole

Senior Counsel

THOMAS A. COLE is senior counsel in Sidley’s Chicago office. He became senior counsel effective on January 1, 2017 upon his retirement as a partner and as a full-time practicing lawyer. He had been a partner in the firm since 1981. During his time as a partner at Sidley, Tom was also vice president-law of Northwest Industries, Inc. from 1982 through 1985. 

For 15 years ended in April 2013, Tom served as chair of the firm’s Executive Committee, the committee that exercises general authority over the affairs of the firm. In April 2014, he stepped down as a member of the Executive Committee (on which he had served since 1987) and as a member of the firm's Management Committee (on which he had served since 1988).

Tom focuses his practice on public company mergers and acquisitions and corporate governance. He is consistently recognized by Chambers USA and Chambers Global, including in their most recent editions. In 2001, Tom was recognized by Chambers Global as one of the 26 U.S. lawyers included in its list of the “Global 100 Lawyers”—“lawyers who stand out from their colleagues and are recognized internationally.” He was designated an M&A “Dealmaker of the Year” for 2007 by The American Lawyer. He was selected for BTI Consulting’s “Client Service All-Star” team in 2008, 2011 and 2014. In 2010 and 2013, Tom was named to “The Directorship 100,” the NACD’s list of “the most influential people in the boardroom community.” In 2015, he was named a “M&A and Antitrust Trailblazer” by The National Law Journal.

Corporate governance assignments have included advising public company boards and their standing and special committees on a variety of subjects, including internal investigations, CEO succession, shareholder activism and proxy contests. Recent activism defense assignments have included United Continental Holdings (against PAR and Altimeter), PulteGroup (against the founder and Elliott Management), Commercial Metals (against Icahn) and International Game Technology (against Ader Investment Management). For the five years ended 1998 and beginning again in 2013, Tom has taught the seminar on corporate governance at The University of Chicago Law School. He taught the same seminar at Harvard Law School during the Spring Semester of 2015.

He has been involved in dozens of public company mergers and spin-offs, including the following that were each valued at more than $1 billion:

  • CBOE/Bats (pending)
  • Keurig Green Mountain/JAB
  • Duke Energy/Piedmont Natural Gas
  • Con-way/XPO
  • Strategic Hotels/Blackstone
  • Catamaran/UnitedHealth
  • Sigma-Aldrich/Merck
  • NiSource spin-off of Columbia Pipeline Group
  • Beam/Suntory
  • MidAmerican Energy/NV Energy
  • Commercial Metals (successful defense against lcahn)
  • Fortune Brands spin-off of Home and Security Business (following Pershing Square activism)
  • Alberto-Culver/Unilever
  • AGL/Nicor (represented independent directors)
  • Aon/Hewitt
  • EOP/Blackstone
  • Clear Channel/THLee and Bain (represented special committee)
  • Exelon/PSEG (terminated)
  • Exelon/NRG (terminated unsolicited merger proposal)
  • Pulte/Centex
  • Tribune/ESOP-Zell
  • Corn Products/Bunge (terminated)
  • Nationwide Financial/Nationwide Mutual (represented special committee) 
  • ServiceMaster/Clayton Dubilier
  • CDW/Madison Dearborn
  • CNL Hotels/Morgan Stanley
  • Ventana Medical/Roche (began as hostile defense)
  • Sally Beauty/Clayton Dubilier
  • Tellabs/AFC
  • Maverick Tube/Tenaris
  • IMC/Cargill
  • Williams/Barrett (including the successful defense against Shell)
  • Kimberly-Clark/Scott Paper
  • Monsanto/DeKalb Genetics
  • Jefferson Smurfit/Stone Container
  • Interpublic Group/True North
  • Wolters Kluwer/CCH
  • Fred Meyer/QFC
  • Aon/Alexander & Alexander
  • IMC Global/Vigoro
  • Tribune/Renaissance Communications
  • Household International spin-offs of Eljer, Scotsman and Schwitzer
  • Northwest Industries/Farley
  • Ohio Mattress/Gibbons Green

His other significant public company merger transactions include:

  • Cellular Dynamics/FujiFilm
  • Carbonite/j2 Global (successful defense)
  • Central Vermont Public Service/Gaz Met
  • Renaissance Learning/Permira (represented independent directors)
  • Midwest Air Group/TPG (including the successful defense against Air Tran)
  • Sun Capital/ShopKo Stores
  • Goldner Hawn/ShopKo Stores (topped by Sun Capital)
  • Lyphomed/Fujisawa
  • Unilever/Helene Curtis
  • Mercantile/Mark Twain
  • True North/Bozell (including the successful defense against Publicis)
  • Humana/Emphesys
  • GE Medical/Marquette
  • Stone Container/Southwest Forest
  • Barrett/Plains
  • SFN/Warburg Pincus (represented special committee)
  • Ideal Basic/Holderbank (represented special committee)
  • Bell & Howell/Bass
  • Aon/Frank B. Hall
  • BWAY/Kelso (represented special committee)
  • Berisford/Scotsman
Memberships & Activities
  • Trustee, The University of Chicago
  • Former Chairman, Boards of Directors, Northwestern Memorial HealthCare and Hospital
  • The Economic Club of Chicago (and a former member of its Board of Directors)
  • The Commercial Club of Chicago (and a former member of its Civic Committee)
  • The Law Club of Chicago
  • Former Chair of Northwestern University’s Garrett Corporate and Securities Law Institute
  • Former Co-chair of the Tulane Corporate Law Institute
  • Fellow, The American Bar Foundation
  • Fellow (Inaugural Class), American College of Governance Counsel
  • Member, The American Law Institute
  • Recipient, Judge Learned Hand Award (presented by the AJC 2007)
  • First Recipient, Thurgood Marshall Legacy Award (presented by the Thurgood Marshall College Fund 2015)
  • Former Board Member: Chicago Council on Global Affairs; Ravinia Festival; Chicago Metropolitan YMCA; Golden Apple Foundation
News & Achievements