James C. Woolery (Jim)

FOUNDING PARTNER

james@wooleryco.com

O: (212) 287-7377

Bio

Jim Woolery has served as an advisor and principal at some of the world’s most prestigious firms, advising on many of the most complex and high stakes legal, financial, media and activist contests of the past two decades.

As a senior partner at Cravath, Swaine & Moore LLP, Mr. Woolery helped to establish the Mergers & Acquisitions/Business Development and Strategy department, advising public company boards of directors on scores of completed mergers, spin-offs, joint ventures and LBOs, including the leveraged buyout of TXU, the largest in history; the first public company M&A transaction between the U.S. and China with IBM’s historic sale of its Thinkpad Personal Computer business to Lenovo; the LBOs of J. Crew, Michaels Stores, Manor Care, The Container Store, among others; Affiliated Computer Services $6.4 Billion sale to Xerox Corp., resulting in the standard “Xerox language” for acquisition financing; and the Air Products/Airgas hostile takeover battle resulting in the seminal Delaware poison pill case law in Airgas I and Airgas II.

Most recently, Mr. Woolery successfully enjoined Xerox’s proposed $6.1 Billion sale to Fujiflim—the first such injunction in modern New York corporate history, resulting in the settlement and takeover of Xerox Corp. in 2018 by Darwin Deason and Carl Icahn. Messrs. Woolery and Saur then combined in 2020 to advise Xerox on its proposed $35 Billion hostile tender offer of Hewlett-Packard.

As an investment banker at JPMorgan & Co., Mr. Woolery served as the Co-Head of Mergers & Acquisitions, advising on several market shaping transactions, including the $24.4 Billion LBO of Dell by Michael Dell and Silver Lake, AT&T’s proposed $39 Billion acquisition of T-Mobile, and Medco’s $35 Billion merger with Express Scripts.

As a hedge fund co-founder and principal of Hudson Executive Capital, Mr. Woolery co-developed a friendly activist M&A strategy termed “Constructive Engagement”, deployed to support and catalyze as a strategic investor WhiteWave Food’s $12.5 Billion sale to Danone; CIT Group’s $10.3 Billion aircraft leasing sale to Avalon; and Heartware’s $1.1 Billion sale to Medtronic.

Mr. Woolery has been directly involved in the formation and placement of several proposed Special Purpose Acquisitions Companies (SPACs) and is a leading strategic advisor in family office private placements/M&A transactions, including the successful completion in July 2020 of a family-owned biotech company’s successful multi-Billion, family office led auction.

Mr. Woolery co-founded The Shareholder Director Exchange and is a fellow of the American College of Governance Counsel.

Through these experiences Mr. Woolery has gained a large network of Founders that have grown into leading Family Office clients. This network of clients has expanded broadly over time to what is now Woolery & Co’s proprietary firm rolodex. Further information and detail regarding this network and related matters may be provided upon request.

Prior Experience

Cravath, Swaine & Moore LLP | Senior Partner

JPMorgan Chase & Co. | Co-Head of North American M&A

Hudson Executive Capital | Co-Founder and Principal

King & Spalding LLP | Partner and Head of M&A, Shareholder Activism and Corporate Governance

Public Representative Matters

Xerox $35 Billion takeover bid for rival HP.

Multi-Billion dollar family-owned biotech company on bet-the-company litigation strategy, and a significant capital raise from a strategic investor to fund a litigation settlement and tender offer.

TSYS $54 Billion merger with Global Payments.

Darwin Deason and Carl Icahn on their litigation to block Xerox Corp’s $6.1 Billion sale to FujiFilm, which resulted in precedent-setting New York case law, and the ultimate settlement and takeover of Xerox Corp by the investors.

Dell on Michael Dell and Silver Lake Management’s $24.4 Billion leveraged buyout.

AT&T proposed $39 Billion acquisition of T Mobile.

The Clorox Company successful activism and takeover defense against Carl Icahn.

Medco $29 Billion sale to Express Scripts.

Air Products tender offer and proxy fight for Airgas, which resulted in precedent-setting Delaware case law that is still in effect today.

UHS $2 Billion acquisition of Psychiatric Solutions.

The Container Store majority sale to Leonard Green & Partners, which uniquely resulted in The Container Store founders maintaining control.

TXU Energy $48 Billion leveraged buyout by KKR and TPG, one of the largest leveraged buyouts in history.

Past Media