Richard F. Langan, Jr.
Managing Partner and Chief Executive Officer

Practice Areas

Experience

Richard Langan is the Managing Partner and Chief Executive Officer of Nixon Peabody LLP. An M&A and securities lawyer, he handles corporate finance transactions in the domestic and international securities markets, including public offerings and private distributions of equity and high grade and high yield debt securities, Rule 144A and Regulation S distributions, exchange offers, consent solicitations, and financial restructurings.

In addition, Mr. Langan handles domestic and cross-border corporate transactions, including friendly and hostile public and privately negotiated acquisitions, divestitures, strategic alliances, joint ventures and private equity transactions. He represents boards of directors, special committees, and other board committees on M&A and corporate governance matters and related-party transactions.

His experience includes representation of:

Mergers and Acquisitions

• Arrow International, Inc. on its acquisition of Kontron Instruments, Inc., the implantable pump business of Pfizer Inc. and the cardiac assist business of C.R. Bard, Inc.
• Constellation Brands on its $1.58 billion tender offer for and acquisition of Vincor Internation Inc. and its joint venture for beer importation with Grupo Modelo S.A. de C.V. 
• Corning Incorporated on its $3.6 billion acquisition of the optical components business of Perelli S.p.A. and its $2.0 billion acquisition of NetOptix Corporation and sales of its European consumer products, Serengeti sunglass and Corning Frankliln Health divisions.
• Gannett Co., Inc. on its $2.6 billion cash tender offer for and merger with Central Newspapers, Inc. and on its acquisition of Point Roll, Inc.
• JetBlue Airways Corporation on its acquisition of LiveTV LLC.
• Market News International, Inc. on its sale to Xinhua Finance Limited.
• PSINet Inc. on its $2.1 billion acquisition of Metamor Worldwide, Inc., its $240 million acquisition of OC-48 fiber optics telecommunications capacity from IXC Communications in exchange for a 20% common stock position, and its $720 million acquisition of Transaction Network Services, Inc., and its tender offer for and amalgamation with iStar Canada.
• Tiffany & Co. on its disposition of Little Switzerland Inc.
• Xerox Corporation on its $415 million acquisition of Intelligent Electronics, Inc.

Public Offerings

• ACC Corp. on its $52 million common stock offering underwritten by Morgan Stanley.
• Arrow International, Inc. on its $114 million common stock offering underwritten by Morgan Stanley.
• Choice One Communications on its $165 million initial public offering underwritten by Morgan Stanley.
• Barnes Group Inc. on its $200 million Rule 144A convertible note offerings led by Banc of America Securities.
• Constellation Brands on its $700 million note offering underwritten by Citi and JPMorgan.
• Eaton Vance Corp. on its $500 million offering of debt securities underwritten by Citi and Merrill Lynch.
• Gannett Co., Inc. on its $1.8 billion offerings of debt securities underwritten by Bank of America Securities, Bank One Capital Markets, and JP Morgan; its $500 million offering of debt securities underwritten by Barclays Capital; its $1.25 billion offerings of debt securities underwritten by Banc of America Securities, Barclays Capital, and JP Morgan; and its $1.0 billion convertible debt offering underwritten by Citi.
• JetBlue Airways Corporation on its $122 million common stock offering underwritten by Morgan Stanley, Raymond James, and Blaylock & Partners, its $250 million public offering of convertible debt securities underwritten by Morgan Stanley, Merrill Lynch, UBS Investment Bank, and Blaylock & Partners, and its $175 million Rule 144A offering of convertible debt securities.
• Placer Sierra Bancshares on its $132 million initial public offering underwritten by Friedman Billings Ramsey, Keefe, Bruyette & Woods and RBC Capital Markets.
• PSINet Inc. on its $625 million of public stock offerings, $1.3 billion of Rule 144A offerings of preferred stock, and $3.3 billion of Rule 144A and Regulation S offerings of debt securities.
• Wilmington Trust Corporation on its $200 million offering of debt securities underwritten by JP Morgan and Merrill Lynch & Co.; and its $150 million At The Market^sm public offering of common stock through Merrill Lynch & Co.

Publications

• “When Management Talks to PE,” Corporate Dealmaker, 2007.
• “Contractual Complexities Surrounding Syndicated Buyouts,” Financier Worldwide, 2005.
• “Pre-IPO Planning After Sarbanes-Oxley,” IPO Planner, 2005.
• “The Top 10 Legal and Regulatory Issues in Fundraising,” Venture Capital Journal, 2005.
• “SEC Adopts Final Rule Relating to Analyst Certification,” FinaLaw Links, 2003. 
• “Integrated Disclosure Requirements of the Federal Securities Laws” and “Public Financing,” Transactional Lawyer’s Deskbook: Advising Business Entities, 2001.
• “Aircraft Carrier Release Catapults Registration Reforms,” Securities Regulatory Update, BNA, 1998.
• “Integrated Disclosure System” and “Public Financing,” New York and Delaware Business Entities: Choice, Formation, Operation, Financing & Acquisitions, 1997.
  

Recent Presentations

• “The USA M&A Market and the Role of International Lawyers in Cross-Border Transactions,” Lexis Nexis, 2009.
• “The Integrated Disclosure System, Registration and Periodic Reports Under the Securities Exchange Act of 1934,” Practicing Law Institute, 2009
• “Securities Reporting: Best Practices,” New York City Bar, 2009
• “How the Acquisition and Lateral Landscape Have Been Altered,” Sandpiper Partners LLC, 2009. “Tales from the Road,” Private Equity Analyst, 2007.
• “Reporting Under the Exchange Act,” Practicing Law Institute, 2008.
• “Tales from the Road,” Private Equity Analyst. 2007.
• “Disclosure Requirements Under the Exchange Act,” Practising Law Institute, 2007.
• “Securities Regulation & Enforcement - Views from the Sources,” Association of the Bar of the City of New York, 2007.
• “Periodic Reports Under the Securities Exchange Act,” Practising Law Institute, 2007.
• “Auctions: Going Once, Going Twice,” Private Equity Analyst, 2006.
• “The New Deal: Strategic Buyers and Private Equity Firms Working Together,” Private Equity Analyst, 2006.
• “The Integrated Disclosure System, Registration and Periodic Reports under the Securities Exchange Act of 1934,” Practising Law Institute, 2006.
• “Securities Regulation & Enforcement—Views from the Sources,” Association of the Bar of the City of New York, 2006.
• “Fundamental Deal Terms Governing Risk Allocation in M&A Transaction,” Web-based seminar hosted by Nixon Peabody LLP, 2006.
• “Securities Regulators: Views from the Sources,” Association of the Bar of the City of New York, 2006.
• “How to Be a Good ‘Corporate Citizen’: Rising to the Challenge of Citizenship Reporting,” American Conference Institute, 2006.
• “Drilling Down: Seasoned/Unseasoned Issuers and Voluntary Filers Doing Offerings After the ’33 Act Reform,” TheCorporateCounsel.net, 2005.
• “The Club Deal Phenomenon,” Private Equity Analyst, 2005.
• “Taking Advantage of Innovations in Deal Financing,” Private Equity Analyst, 2005.
• “Reporting Under the Exchange Act,” Practising Law Institute, 2005.
• “Challenges to the Attorney-Client Privilege and Work Product Protection from Sarbanes-Oxley Section 404 Internal Control Reviews and Audit Inquiries,” Edison Electric Institute, 2005.
• “How the Buy Side Can Prepare for Upcoming Compliance Issues Related to Soft Dollars and Trade Allocation,” TradeTech, 2005.
• “Cross-Border M&A Considerations,” Ministry of Economic Affairs, Republic of China, 2001.
• “Recent Developments Concerning Audit Committees,” Association of the Bar of the City of New York, 2001.
• “Key Issues Facing the Board of Directors,” Directors’ Roundtable, 2001.

Admissions

Mr. Langan is admitted to practice in New York.

Education

George Washington University National Law Center, J.D.
Fordham College, B.A., magna cum laude (Phi Beta Kappa)

Affiliations

Mr. Langan is a member of the American Bar Association (Negotiated Acquisitions Committee and Federal Regulation of Securities Committee, Business Law Section, 1995–present) and the Association of the Bar of the City of New York (Securities Regulation Committee, 2001–2005 and 2007-present, Financial Reporting Committee, 2005–present, and International Trade Committee, 1994–1997).