Joseph J. Basile
Partner
Boston
PHONE: 617.832.1101
FAX: 617.832.7000
EMAIL: jbasile@foleyhoag.com
Joe Basile is co-chair of the Mergers & Acquisitions Practice Group at Foley Hoag LLP. He
provides strategic advice to Boards and C-suite executives, representing clients in their most
challenging transactional matters. Joe’s practice includes:
hostile and negotiated public company, private company and distressed M&A
transactions;
PRACTICES
extensive experience in cross-border M&A, control and minority investments, joint
Mergers & Acquisitions
ventures and strategic alliances in North America, Europe, Asia and Latin America;
International Business
M&A and investment transactions in which the integration of corporate social
responsibility principles are important to the parties; and
Corporate Social
Responsibility
counselling publicly held companies regarding strategies for engagement with activist
Corporate Finance & Securities
shareholders, corporate governance, and securities law matters.
Joe is a Vice Chair of the International M&A and Joint Ventures Committee of the ABA
Section of International Law and an active member of the International Bar Association. He
EDUCATION
Harvard Law School, J.D., cum
laude, 1977
Stonehill College, B.A., summa
cum laude, 1974
is also the author of numerous articles and a frequent speaker and panelist on M&A,
corporate social responsibility, shareholder activism and corporate governance.
Joe has been recognized for his corporate and M&A work by Chambers USA, Legal 500 and
Best Lawyers in America, and for his private equity buyouts work by Chambers USA.
Chambers notes that Joe “continues to impress with his overwhelming experience in the
practice of M&A law." Clients report to Chambers that Joe "knows the law inside out" and is
"very conscious of preserving commercial relationships."
Joe is also actively involved in non-profit and civic affairs. He serves as a member of the
Executive Committee of the Massachusetts Business Roundtable and as chair of the MBR’s
Energy Task Force. Joe is also a member of the Massachusetts General Hospital Department
of Emergency Medicine Advisory Council and co-chair of the Board of Advisors of the Joseph
W. Martin, Jr., Institute for Law and Society. He has also served as a member of the Board of
Trustees of Stonehill College and the Massachusetts State Ethics Commission.
BAR ADMISSIONS
Massachusetts
New York
REPRESENTATIVE EXPERIENCE
Represented Oberthur Technologies S.A., a world leader in embedded digital security,
in the sale of the international roaming and recharge business of Oberthur’s
subsidiary, More Magic Solutions, Inc., to Prepay Nation LLC.
Represented Staples, Inc. (NYSE: SPLS), a world-class provider of products and
services that serve the needs of business customers and consumers, in the sale of its
Staples Print Solutions business to Taylor Communications, Inc.
Represented Interconnect Systems, Inc., a designer and manufacturer of high density
Boston | Seaport West | 155 Seaport Boulevard | Boston MA 02210­2600
BOSTON | NEW YORK | PARIS | WASHINGTON, D.C. | FOLEYHOAG.COM
silicon packaging with advanced interconnect technologies, in its acquisition by Molex
LLC, a leading global manufacturer of electronic solutions.
Advised SunSetter Products Limited Partnership, the largest manufacturer of awnings
and sun control products in the United States, in its sale to Springs Window Fashions,
LLC, a leading supplier of blinds, shades, specialty treatments and window hardware
and a portfolio company of Golden Gate Capital.
Represented Italian health care company SOFAR S.p.A. in the acquisition of its surgical
robotics division by medical device company TransEnterix (NYSE MKT: TRXC) in a
cash and stock deal valued at up to approximately $100 million.
Represented Conservation Services Group, Inc., the leading provider of residential
energy efficiency programs in the United States, in the sale of substantially all its
assets to CLEAResult Consulting, Inc., a leader in providing energy efficiency programs
and a portfolio company of General Atlantic LLC.
Advised Hittite Microwave Corporation, a NASDAQ-listed, innovative designer and
manufacturer of high performance integrated circuits, modules, subsystems and
instrumentation for RF, microwave and millimeter wave applications, in its $2 billion
acquisition by Analog Devices, Inc.
Represented Costa Inc. (formerly known as A.T. Cross Company), a NASDAQ-listed
designer, manufacturer, and marketer of polarized sunglasses, in its $270 million sale
to Essilor International SA, a France-based publicly traded designer, manufacturer,
and seller of ophthalmic lenses and ophthalmic optical instruments.
Represented A.T. Cross Company, a publicly traded designer and marketer of branded
personal and business accessories, in the sale of its Cross Accessory Division to a
newly formed affiliate of Clarion Capital Partners, LLC.
Represented New Zealand Superannuation Fund in the purchase from Harvard
Management Company of an interest in Kaingaroa Timberlands, owner of one of the
world’s oldest and largest softwood plantations on New Zealand’s Central North
Island.
Represented Hopkins Manufacturing (a portfolio company of Canada-based private
equity fund ONCAP), a manufacturer of components for the automotive industry, in
its acquisition of substantially all the assets of F3 Brands, a manufacturer and
marketer of branded automotive maintenance, storage and outdoor products, via a
Section 363 sale.
Counsel to France-based multinational pharmaceutical firm Sanofi in its acquisition of
US-based Pluromed, a maker of polymer inserts for medical procedures.
Represented Medicis Pharmaceutical Corporation, a leading publicly traded
dermatological and aesthetic pharmaceutical company, in its $455 million acquisition
of substantially all the U.S. and Canadian pharmaceutical assets of Graceway
Pharmaceuticals, provider of dermatology, respiratory, and women's health products,
via a U.S. Section 363 sale and a parallel Canadian receivership proceeding.
Counsel to Sanofi in its $20.1 billion takeover of U.S. biotechnology firm Genzyme
whose products and services are focused on rare inherited disorders, kidney disease,
orthopaedics, cancer, transplant and immune disease, and diagnostic testing.
Represented Harbinger Capital Partners in the take-private of LightSquared (f/k/a
SkyTerra Communications), a mobile satellite services provider with an enterprise
value of approximately $1.845 billion.
Represented Harbinger Capital Partners in connection with investments in several
telecommunications carriers and satellite operators, including wireless broadband
service provider, Augere Holdings (Netherlands) BV, TerreStar Corporation and
proposed offer to combine SkyTerra Communications, Inc. with London based global
mobile satellite communications provider, Inmarsat plc.
Boston | Seaport West | 155 Seaport Boulevard | Boston MA 02210­2600
BOSTON | NEW YORK | PARIS | WASHINGTON, D.C. | FOLEYHOAG.COM
Advised Nortek, Inc., a diversified manufacturer of branded residential and
commercial building products, on the corporate and securities law aspects of its
Chapter 11 restructuring resulting in the elimination of $1.3 billion in debt.
Represented Simmons Company, the second-largest mattress producer in the United
States, in its $760 million sale to Ares Management and Ontario Teachers' Pension
Plan, effected under a prepackaged Chapter 11 plan of reorganization.
Advised Marathon Asset Management in connection with investments in several
electrical generation and distribution utilities in Argentina and Brazil.
Advised Deutsche Bank Securities in its investment in a distressed electrical power
generation facility in Colombia.
Represented United Technologies Corporation as an overbidder in the Section 363
sale of the assets of Power Systems Mfg., LLC, a subsidiary of Calpine Corporation.
Advised an ad hoc unsecured bondholders’ committee on the corporate and securities
law aspects of the £5.3 billion debt restructuring of Marconi, PLC, a publicly held
English telecommunications company under a scheme of arrangement, one of the
largest financial restructurings ever effected under English law.
HONORS & INVOLVEMENT
Honors
Chambers USA, Leading Lawyer for Corporate/M&A (2012-2016)
Chambers USA, Leading Lawyer for Private Equity Buyouts (2010-2016)
Best Lawyers in America, Corporate Law and Mergers & Acquisitions (2014-2017)
PLC Which Lawyer?, Recommended Lawyer for Corporate M&A (2001-2012)
Legal 500 USA for Hedge Funds (2010)
Involvement
Massachusetts Business Roundtable, member of Executive Committee and chair of
Energy Task Force
Stonehill College, member of Board of Trustees
Joseph W. Martin Jr., Institute for Law and Society, co-chair of Board of Advisors
Massachusetts General Hospital, member of Department of Emergency Medicine
Advisory Council
National Association of Corporate Directors
American Bar Association, Section of International Law, Vice Chair of International
M&A and Joint Ventures Committee
International Bar Association
Boston Bar Association
PUBLICATIONS
Co-author, U.S. section of International M&A and Joint Ventures chapter of the ABA
Section of International Law’s The Year in Review (2015, 2014, 2013 and 2012)
“Delaware Chancery Court Reconfirms That Weighing Deal Risk is a Core Board
Function,” NYSE Governance Services Newsletter (May 2015)
Co-author, “Delaware Chancery Court Reviews Two-Tiered Stockholder Rights Plan” ABA International M&A and Joint Ventures Committee Newsletter (October 17,
2014)
“Corporate Attorneys Must Mind the Details or Catch the Devil,” Corporate Counsel
(October 10, 2012)
Boston | Seaport West | 155 Seaport Boulevard | Boston MA 02210­2600
BOSTON | NEW YORK | PARIS | WASHINGTON, D.C. | FOLEYHOAG.COM
“What You Don't Know Can Hurt You: Successor Liability and Sec. 363 Sales,” BNA's
Bankruptcy Litigation Reporter (January 26, 2012)
“Drafting Effective and Enforceable Voting Proxy Appointments,” Practical Law
Company (February 9, 2011)
“Private Fund Adviser Regulation Under the Dodd-Frank Act,” The Metropolitan
Corporate Counsel (October 4, 2010)
“Renewed Clarity After Clear Channel: Recent Cases Reaffirm the Finality of Section
363 Asset Sales,” The Journal of Bankruptcy Law (October 2010)
“Equitable (In)subordination − Considerations for Sponsors Lending to Portfolio
Companies,” VC exPErts (February 2010)
“Splitting the Contractual Baby,” The Deal Magazine (July 20, 2009)
“Let Bylaws Be Bylaws,” The Deal Magazine (June 19, 2009)
“Delaware Chancery Court Potentially Opens Door to Limit Activist Stockholder
Rights,” The Hedge Fund Law Report, Vol. 2, No. 10 (March 11, 2009)
Foley Hoag Alerts and Updates
Delaware Chancery Court Concludes Indemnification and Other Provisions of a
Merger Agreement Are Not Enforceable Against Non-Consenting Stockholders
( January 20, 2015)
SPEAKING ENGAGEMENTS
“Anatomy of a Cross-Border M&A Transaction: A Case Study,” Commercial Law and
the New Transatlantic Trade & Investment Partnership Treaty colloquium sponsored
by The Italian Bar Council, La Sapienza University of Rome and Suffolk University Law
School (August 2016)
"Navigating Carve-Outs," New England M&A Forum (July 2016)
“Under Siege: Shareholder Activism, Governance Turmoil & Pressured Boards and
Deals,” American Bar Association Section of International Law 2016 Spring Meeting (April 2016)
“Doing Well by Doing Good – CSR/ESG Considerations in the M&A Process,” American Bar Association Section of International Law 2015 Spring Meeting (April
2015)
“M&A: Transforming Transactions to Build Better Deals,” NYSE Governance Services
Chairman & CEO Peer Forum (April 2015)
“Sotheby's to Loeb: 'Take Two and Call me in the Morning' - The Latest from Delaware
on Poison Pills,” New England M&A Forum (June 2014)
“M&A – The Legal Department’s Role in Due Diligence, Managing Risk and Getting the
Deal Done,” Panel Moderator, NYSE Governance Services West Coast General
Counsel Forum (June 2014)
“Made in the USA – Cross-Border Shareholder Activism,” American Bar Association
Section of International Law 2014 Spring Meeting (April 2014)
“Doing a Cross Border Deal: Ethics and the M&A Lawyer,” American Bar Association
Section of International Law 2013 Fall Meeting (October 2013)
“Public M&A – Advanced Topics,” International Bar Association 2013 Annual
Conference (October 2013)
“Private Equity Today,” International Bar Association 12th Annual International
Mergers and Acquisitions Conference (June 2013)
“U.S. Economic and Regulatory Outlook: Implications for Corporate Leaders,” Panel
Boston | Seaport West | 155 Seaport Boulevard | Boston MA 02210­2600
BOSTON | NEW YORK | PARIS | WASHINGTON, D.C. | FOLEYHOAG.COM
Moderator, Directors Roundtable/Harvard Business School Association of Boston
(February 2013)
“Anatomy of an M&A Deal – The Differences Between Public and Private Acquisition,” American Bar Association Section of International Law teleconference (January 2013)
“The Anatomy of an M&A Deal – Due Diligence,” American Bar Association Section of
International Law teleconference (September 2012)
“Private Equity Today,” International Bar Association 11th Annual International
Mergers and Acquisitions Conference (June 13, 2012)
“Legal Issues in Distressed Investing,” 2nd Annual HALB Law & Business Symposium,
Harvard Law School (April 2012)
“Mergers & Acquisitions: Current Hot Topics and Practical Takeaways,” New England
Corporate Counsel Association (March 2012)
“U.S. Economic & Regulatory Outlook: Implications for Corporate Leaders,” Panel
Moderator, Directors Roundtable/Harvard Business School Association of Boston
(January 2012)
"Guess Who's Coming to Dinner? Activist Stockholders as Participants in M&A
Transactions," National Association of Corporate Directors (December 2011)
“Hostile Takeover Defenses: Recent Decisions; Evaluating and Structuring AntiTakeover Strategies,” webinar (June 2011)
“Living in the Zone of Insolvency: Legal Dilemmas for Directors in Uncertain Times,” Boston Bar Association (April 2009)
“Overview of M&A Transactions Under the Bankruptcy Code,” Boston Bar
Association (December 2008)
“Convergence of Hedge Funds and Private Equity Funds,” Panel Moderator, 7th
Annual Distressed Investment Summit (November 2008)
Boston | Seaport West | 155 Seaport Boulevard | Boston MA 02210­2600
BOSTON | NEW YORK | PARIS | WASHINGTON, D.C. | FOLEYHOAG.COM