Dan Dufner

Partner, New York

Biography

“Dan is an extraordinary counsellor; his skill, sound judgement, loyalty and dedication are second to none among outside advisers.”
Lexology's Client Choice Award

Overview

Dan Dufner is a partner in the Mergers & Acquisitions Practice Group, and resident in the New York office.

His practice focuses on representing US public companies and their boards of directors, on high-profile matters that include domestic and cross-border transactions, spin-off and other reorganization transactions (both friendly and contested), joint ventures, proxy fights and takeovers as well as corporate governance and securities matters. He has worked extensively on a variety of cross-border transactions involving assets throughout the US, Europe and Asia-Pacific.

Dan has extensive experience advising clients in the healthcare, telecommunications and satellite communication services sectors. He regularly advises Anthem, Inc., EchoStar Corporation and DISH Network Corporation.

Dan received Lexology's 2018 Client Choice Award for New York M&A. He is ranked as a "Leading Individual" for M&A in Chambers USA, Euromoney and Who's Who Legal and has been recognized by The American Lawyer as "Dealmaker of the Week" and "Dealmaker in the Spotlight."

Most recently, Dan advised Anthem in its terminated US$54.2 billion agreement to acquire Cigna Corporation, a combination that has garnered front-page coverage for more than six years and involved extensive coordination of a White & Case team of cross-practice lawyers in M&A, antitrust, litigation and bank finance. The transaction was the largest ever proposed in managed care and the first merger agreement in the industry that resulted from a public "bear hug" approach. Dan's role as lead M&A counsel to Anthem required him to oversee and coordinate an extensive multi-practice team at White & Case, which now includes its Commercial Litigation practice leading a high-stakes front-page appellate dispute with Cigna in the Delaware Supreme Court over payment of a US$1.85 billion reverse termination fee. Prior to this, the White & Case team achieved victory in the Delaware Court of Chancery for Anthem, Inc. in a trial against former merger partner Cigna, as the Court determined that Cigna breached the Merger Agreement and relieved Anthem of the obligation to pay the US$1.85 billion contractual termination fee. Anthem also defeated each of Cigna's claims. This landmark victory was the result of three years of hard-fought litigation between the parties, resulting in the longest decision ever issued by the Delaware Court of Chancery.

Dan was also instrumental in overseeing and coordinating Anthem's defense against the US DOJ's high-profile antitrust challenge to the merger, which included a trial before the US District Court, an appeal before the US Court of Appeals for the District of Columbia—DC Circuit (which set a new procedural precedent as the first merger case to receive an expedited appeal there), and filing a petition to the US Supreme Court for writ of certiorari.

Bars and Courts
New York State Bar
Education
JD
American University, Washington College of Law
BA
University of Pennsylvania
Languages
English

Experience

Healthcare

Representing Anthem in a series of acquisitions, including:

  • its acquisition of myNEXUS Inc., a post-acute benefits management company focused on delivering innovative home and community-based product offerings;
  • its acquisition of InnovaCare Health, L.P.'s Puerto Rico-based subsidiaries, including MMM Holdings, LLC (MMM) and its Medicare Advantage (MA) plan, MMM Healthcare, LLC, as well as affiliated companies and Medicaid plan. MMM is Puerto Rico's largest MA plan and one of the fastest-growing vertically integrated healthcare organizations in the United States;
  • its acquisition of Beacon Health Options, the largest independently held behavioral health organization in the United States;
  • its acquisition of Aspire Health, Inc., the nation's largest non-hospice, community-based palliative care provider;
  • its acquisition of America's 1st Choice, a privately held for-profit Medicare Advantage organization that offers HMO products in Florida and South Carolina;
  • its acquisition of HealthSun, one of the fastest-growing integrated Medicare Advantage health plans and healthcare delivery networks in Florida, from Summit Partners;
  • its acquisition of Simply Healthcare Holdings, Inc., which, through its two subsidiaries, Simply Healthcare Plans, Inc. and Better Health, Inc., is a leading managed care company for people enrolled in Medicaid and Medicare programs in Florida;
  • its US$4.9 billion acquisition of Amerigroup Corporation, one of the country's leading managed care companies that is focused on meeting the healthcare needs of financially vulnerable Americans;
  • its acquisition of CareMore Health Group, a leading Medicare Advantage and Senior clinical care provider, which was sold by private equity firm CCMP Capital Advisors; and
  • its sale of 1-800 CONTACTS, INC., a leading contact lens retailer, to Thomas H. Lee Partners; its related sale of 1-800 CONTACTS' glasses business to Luxottica; and its prior acquisition of 1-800 CONTACTS from private equity firm Fenway Partners.

Telecommunications

Representing DISH Network Corporation (NASDAQ: DISH) in a series of transactions, including:

  • its US$25.5 billion unsolicited proposal to acquire Sprint Nextel Corporation; and
  • its acquisition of substantially all of the assets of Blockbuster, Inc. in a court-approved auction under Section 363 of the Bankruptcy Code.

Satellite Communications Services

Representing EchoStar Corporation (NASDAQ: SATS), a premier global provider of satellite and video delivery solutions, in a series of transactions, including:

  • the tax-free spin-off and subsequent merger of its broadcast satellite service business, including nine satellites and certain real estate owned by EchoStar, with a subsidiary of DISH Network Corporation;
  • its agreement to enter into a joint venture with Yahsat, a leading global satellite operator based in the United Arab Emirates and wholly owned by Mubadala Investment Company, to provide commercial Ka-band satellite broadband services across Africa, the Middle East and southwest Asia. He also represented Hughes Network Systems, LLC , a subsidiary of EchoStar, in the purchase of a minority interest in a joint venture with Yahsat;
  • its proposed acquisition of LSE-listed Inmarsat plc;
  • a strategic transaction with DISH Network involving the transfer of EchoStar's technologies business to DISH in exchange for the redemption of EchoStar preferred tracking stock issued in a prior transaction; and
  • in its strategic transaction with DISH Network Corporation whereby EchoStar and its subsidiaries will receive five satellites along with related liabilities for in-orbit incentive payments to the manufacturers of certain of those satellites, and approximately US$11 million in cash from DISH Network in exchange for two issues of preferred tracking stock (the Preferred Tracking Stock). Blockbuster, the DVD and video game rental company, in the sale of its Mexican operations to an affiliate of Grupo Salinas and the administration of its business in the United Kingdom.

Financial Services

  • First Republic Bank in its US$1.8 billion merger with Merrill Lynch & Co., Inc.
     
Speaking Engagements

Panelist, "World Recognition of Distinguished General Counsel," The Directors Roundtable, Los Angeles, California (February 2014)

Publications

Co-author, "Hostile Takeover Bids And The Power Of 'Just Saying No'," July 17, 2014, Law360

Awards and Recognition

Listed in "the Best of the Best Expert Guide" for M&A in the United States – Legal Media Group and Euromoney 2021

Leading Lawyer for M&A in the United States – Euromoney (2020)

Client Choice Award for New York M&A – Lexology (2018)

Leading Individual for New York Corporate/M&A – Chambers USA (2018)

Featured in The Long Haul: Client Secrets of Top M&A Rainmakers, The American Lawyer (March 28, 2016)