Adam Moses is a partner in the Los Angeles office of Milbank, Tweed, Hadley & McCloy and a member of the firm’s Corporate Group. He joined the firm in 2002.
Primary Focus & Experience
Mr. Moses focuses his practice on mergers and acquisitions, private equity investments, and capital markets transactions. He represents clients across a range of industries in connection with acquisitions, divestitures, joint ventures, equity and debt investments, and other complex corporate transactions. His experience includes domestic and cross-border M&A transactions, take-private transactions, proxy contests, and unsolicited bids for corporate control. In addition, Mr. Moses routinely advises issuers and underwriters in connection with securities offerings. He also has extensive experience with distressed M&A transactions, restructurings, and recapitalizations.
News:California Rides the Wave of Reform by Better Aligning Its Laws on Corporate Distributions with National Standards
By Adam R. Moses and Matthew Goulding
BNA Corporate Accountability Report
In addition to his transactional work, Mr. Moses counsels the management and boards of directors of companies with respect to general corporate matters, including governance, takeover preparedness, fiduciary duty questions and compliance with the federal securities laws.
Mr. Moses’ recent engagements include representation of:
- A company in its unsolicited offer to acquire, and its ultimately successful take-private of, a gaming company for in excess of $2 billion in cash and assumed debt.
- Various private equity firms in connection with their respective investments in an oilfield services company, an oil exploration company, a telecommunications company, and a semiconductor manufacturer.
- A significant stockholder in connection with his $1 billion investment in the preferred and common stock of a global gaming company.
- A private equity firm in its initial investment in a health services company and in several subsequent leveraged “add-on” acquisitions executed by that portfolio company.
- The controlling equity holder of a distressed joint venture in connection with the sale of substantially all of the assets of a casino resort property.
- A management-led buyout group in connection with the acquisition of a publicly-traded gaming company for in excess of $8 billion in cash and assumed debt.
- Dissidents in connection with proxy contests targeting the incumbent boards of directors of an entertainment company, a real estate services company, and a leading domestic operator of fitness centers.
- Issuers and underwriters in a number of high yield bond offerings, including offerings undertaken for liability management purposes and offerings designed to fund acquisitions and development projects.
- A company in bankruptcy in connection with a rights offering.
- Various companies in several out-of court restructurings.
Recognition & Accomplishments
Mr. Moses has authored articles covering a range of matters relating to his areas of practice. His recently published work includes:
- “Drowning in Debt: A Look At Recent Debt Restructurings in the Tribal Gaming Industry, ” Global Gaming Business (March 2013)
- “Gambling Attrition,” The Daily Deal (Volume 24, Issue 9 – January 2013)
- “California Rides the Wave of Reform by Better Aligning Its Laws on Corporate Distributions with National Standards,” BNA Corporate Accountability Report (Volume 9, Number 48—December 2011).
- “Paucity of Credit Enables Earnouts to Take Their Star Turn,” The Daily Deal (Volume 21, Issue 61—March 2010).
- “Amid a Bleak Credit Environment, Flexible Techniques Aid PE Buyers,” The Journal of Private Equity (Volume 13, Number 2—Spring 2010).
- “Self-help Takes Shape in PE Buyout World: Flexible Techniques Can Make The Difference In A Challenging Credit Environment,” The Daily Deal (August 2009).
- “The Rules of Engagement: Judicial Intervention Underscores The Limits Of Fair Play In Proxy Battles,” Directorship (September 2008).
- “Gaming M&A Boom Turns to Bust,” Reuters Buyouts (August 2008).
- “Mind Over M&A Matter: Delaware Decisions Resist Blanket Rules, Scrutinize Motives of Dealmakers in Private Equity Takeover Transactions,” Mergers & Acquisitions (October 2007) (co-author).
Mr. Moses received a B.A. in Political Science from Yeshiva University, graduating summa cum laude and with departmental honors. He holds a J.D. from Stanford Law School, where he served as an editor of the Stanford Law and Policy Review.