Robert E. Denham

Robert E. Denham

Robert E. Denham is a partner in the Los Angeles office of Munger, Tolles & Olson.

Mr. Denham focuses his practice on mergers and acquisitions and advises clients on strategic, financial and corporate governance issues. Mr. Denham also regularly provides disclosure and corporate law advice to public and private corporations and boards of directors. He is ranked as a leading corporate lawyer in Chambers USA and recognized in The Best Lawyers in America.

Recent matters include representing HealthCare Partners in its sale to DaVita; representing Berkshire Hathaway in its $37.2 billion agreement to acquire Precision Castparts, its tax-free exchange with Graham Holdings and its $28 billion acquisition with 3G Capital Partners of H.J. Heinz Company; its $9.7 billion acquisition of The Lubrizol Corporation; its $44 billion acquisition of Burlington Northern Santa Fe Corporation and its investment in Bank of America Corp.; the Power family in its sale of J.D. Power and Associates; and The Copley Press in the sale of its San Diego and Midwest newspaper operations.

Mr. Denham is a magna cum laude graduate of the University of Texas, where he was elected to Phi Beta Kappa. He received a master’s degree in government from Harvard University and his J.D. from Harvard Law School, where he graduated magna cum laude and was a case and developments editor of the Harvard Law Review.

Experience

Key Representations

  • Berkshire Hathaway in its:
    • $11.6 billion acquisition of insurer Alleghany Corp.
    • $37.2 billion agreement to acquire Precision Castparts Corp.
    • $9.7 billion acquisition of The Lubrizol Corp., in an all-cash transaction.
    • $44 billion acquisition of Burlington Northern Santa Fe Railway Co.
    • $2.1 billion equity interest in William Wrigley Co.
    • $5 billion investment in Bank of America.
    • $5 billion investment in Goldman Sachs.
  • Special committee of the board of directors of Pope Resources in its acquisition by Rayonier Inc., a publicly traded REIT, for $564 million in cash and tax-deferred UPREIT units.
  • Special committee of the board of directors of DreamWorks Animation in the acquisition of DreamWorks Animation by NBCUniversal for $3.8 billion.
  • Guardian Industries in a complex recapitalization that involved a minority equity investment by Koch Industries.
  • Independent directors of the Guardian board of directors in a transaction in which Koch Industries acquired Guardian shares it did not already own.
  • HealthCare Partners in its sale to DaVita.
  • Whole Foods Independent Director Special Committee in conducting an internal investigation of message board posts by CEO.

Memberships

Mr. Denham is a member of the California, American and Los Angeles County Bar Associations. He is a member of the Board of Directors of Oaktree Capital Group LLC and The New York Times Company (Presiding Director).

Mr. Denham is a trustee of Good Samaritan Hospital of Los Angeles (vice chairman), the James Irvine Foundation (vice chairman) and MDRC. He was previously chairman of Russell Sage Foundation and the MacArthur Foundation.

He is also a public member of the Professional Ethics Executive Committee of the American Institute of Certified Public Accountants.

He is a past co-chairman of the Capital Formation Subcouncil of the Competitiveness Policy Council, and a past member of the OECD Business Sector Advisory Group on Corporate Governance, and was a Presidential appointee to the APEC Business Advisory Council and the Bipartisan Commission on Entitlement and Tax Reform. Mr. Denham co-chaired the 2009 Conference Board Task force on Executive Compensation.

Salomon Brothers

In August 1991, Mr. Denham left Munger Tolles to serve as General Counsel of Salomon Inc and its subsidiary, Salomon Brothers. While general counsel, Mr. Denham led the firm’s response to the investigation of Salomon Brothers that followed the firm’s involvement in the 1991 Treasury auction scandal, and he was responsible for resolving all legal and regulatory issues that arose from those events.

He became chairman and CEO of Salomon Inc in June 1992. As chairman and CEO of Salomon, Mr. Denham was responsible for management of a financial services holding company whose principal businesses were investment banking and securities trading (Salomon Brothers), commodities trading (Phibro) and oil refining (Basis Petroleum). Mr. Denham managed the rebuilding of Salomon’s business following settlement of the U.S. Government’s Treasury auction claims against Salomon Brothers, developed risk management procedures, developed the firm’s bank and bridge lending business and chaired its commitments committee, and participated actively in its investment banking efforts. In September 1997 Mr. Denham negotiated the sale of Salomon Inc to Travelers for $9.6 billion in stock.

Prior to joining Salomon, Mr. Denham had been at Munger Tolles for 20 years, including five years as managing partner.

Practice Areas

Education

  • Harvard Law School (J.D., magna cum laude, 1971); board of editors, 1969-1970; case and developments editor, Harvard Law Review, 1970-1971

  • Harvard University (M.A., 1968)

  • University of Texas (B.A., magna cum laude, 1966) Phi Beta Kappa

Bar Admissions

  • California

Experience

Key Representations

  • Berkshire Hathaway in its:
    • $11.6 billion acquisition of insurer Alleghany Corp.
    • $37.2 billion agreement to acquire Precision Castparts Corp.
    • $9.7 billion acquisition of The Lubrizol Corp., in an all-cash transaction.
    • $44 billion acquisition of Burlington Northern Santa Fe Railway Co.
    • $2.1 billion equity interest in William Wrigley Co.
    • $5 billion investment in Bank of America.
    • $5 billion investment in Goldman Sachs.
  • Special committee of the board of directors of Pope Resources in its acquisition by Rayonier Inc., a publicly traded REIT, for $564 million in cash and tax-deferred UPREIT units.
  • Special committee of the board of directors of DreamWorks Animation in the acquisition of DreamWorks Animation by NBCUniversal for $3.8 billion.
  • Guardian Industries in a complex recapitalization that involved a minority equity investment by Koch Industries.
  • Independent directors of the Guardian board of directors in a transaction in which Koch Industries acquired Guardian shares it did not already own.
  • HealthCare Partners in its sale to DaVita.
  • Whole Foods Independent Director Special Committee in conducting an internal investigation of message board posts by CEO.

Memberships

Mr. Denham is a member of the California, American and Los Angeles County Bar Associations. He is a member of the Board of Directors of Oaktree Capital Group LLC and The New York Times Company (Presiding Director).

Mr. Denham is a trustee of Good Samaritan Hospital of Los Angeles (vice chairman), the James Irvine Foundation (vice chairman) and MDRC. He was previously chairman of Russell Sage Foundation and the MacArthur Foundation.

He is also a public member of the Professional Ethics Executive Committee of the American Institute of Certified Public Accountants.

He is a past co-chairman of the Capital Formation Subcouncil of the Competitiveness Policy Council, and a past member of the OECD Business Sector Advisory Group on Corporate Governance, and was a Presidential appointee to the APEC Business Advisory Council and the Bipartisan Commission on Entitlement and Tax Reform. Mr. Denham co-chaired the 2009 Conference Board Task force on Executive Compensation.

Salomon Brothers

In August 1991, Mr. Denham left Munger Tolles to serve as General Counsel of Salomon Inc and its subsidiary, Salomon Brothers. While general counsel, Mr. Denham led the firm’s response to the investigation of Salomon Brothers that followed the firm’s involvement in the 1991 Treasury auction scandal, and he was responsible for resolving all legal and regulatory issues that arose from those events.

He became chairman and CEO of Salomon Inc in June 1992. As chairman and CEO of Salomon, Mr. Denham was responsible for management of a financial services holding company whose principal businesses were investment banking and securities trading (Salomon Brothers), commodities trading (Phibro) and oil refining (Basis Petroleum). Mr. Denham managed the rebuilding of Salomon’s business following settlement of the U.S. Government’s Treasury auction claims against Salomon Brothers, developed risk management procedures, developed the firm’s bank and bridge lending business and chaired its commitments committee, and participated actively in its investment banking efforts. In September 1997 Mr. Denham negotiated the sale of Salomon Inc to Travelers for $9.6 billion in stock.

Prior to joining Salomon, Mr. Denham had been at Munger Tolles for 20 years, including five years as managing partner.

Practice Areas

Education

  • Harvard Law School (J.D., magna cum laude, 1971); board of editors, 1969-1970; case and developments editor, Harvard Law Review, 1970-1971

  • Harvard University (M.A., 1968)

  • University of Texas (B.A., magna cum laude, 1966) Phi Beta Kappa

Bar Admissions

  • California