Nathaniel M. Cartmell III

• Represented AirTouch Communications Inc. from its spinoff from Pacific Telesis Group to its acquisition by Vodafone Group plc, including:
  • $1.5 billion IPO
  • joint venture with US West providing for merger of its domestic cellular assets with, and ultimate acquisition in a $5.6 billion merger of, US West’s domestic cellular properties
  • $67 billion merger of equals with Vodafone

• Represented Vodafone in creation of $70 billion joint venture (Verizon Wireless), combining Vodafone’s domestic wireless assets with those of Bell Atlantic and GTE (now known as Verizon).

• Advised Fortune 50 telecommunications company on the formation of Internet Yellow Pages joint venture and acquisition of related business.

• Advised Fortune 50 telecommunications company in numerous acquisitions and joint ventures ranging from $100 million to $1 billion in value.

• Advised Cable & Wireless plc in its $370 million acquisition of Digital Island Inc.

• Counseled BankAmerica Corporation on its $2.4 billion merger with Continental Bank Corporation and its $200 million equity carve-out of BA Merchant Services, Inc.

• Represented The McClatchy Company in its $1.4 billion acquisition of Cowles Media Company.

• Represented Zilog Inc. in its $500 million leveraged buyout by Texas Pacific Group.

• Represented Infogrames S.A. in its $135 million acquisition of a controlling interest in a recapitalized GT Interactive Software Corp.

• Represented Special Committee of Sales.com in its stock-for-stock merger with its affiliate, Siebel Systems Inc.

• Represented the Special Committee of M/A-COM Technology Solutions Holdings, Inc. in its acquisition of Nitronix LLC from M/A-COM’s controlling stockholder.

• Representing INR Energy LLC on its $757 million sale of its coal mining business to Cliffs Natural Resources Inc.

• Represented digital information company on its “spinoff” of certain technology into a majority owned venture with another industry participant and venture capital financing.

• Represented Special Litigation Committee for four Napa Valley wineries in an investigation involving a shareholder derivative action with allegations by a minority shareholder that various officers and directors of these wineries had breached their fiduciary duties by, among other things, misappropriating corporate assets for their own personal use in excess of $50 million.

• Represented Audit Committee of UCBH, a Nasdaq-listed regional bank holding company, in conducting an internal investigation into allegations of fraudulent valuation and risk ratings of the bank’s loan portfolio and real estate.

• Represented Special Committee of large state-run employee pension fund in its investigation into the fund's investment in a residential housing program.

• Represented Audit Committee of Juniper Networks, Blue Coat and independent committees of numerous other public companies in internal investigations of stock option backdating.
• Represented Special Committee of Ariba Inc. regarding restatement related to several accounting issues, including revenue recognition.

• Nate is featured in a series of short videos on sandbagging in M&A deals. The series covers market trends, drafting and negotiating tips, and more, and can be viewed here (free trial subscription required).
• Nate has served as panelist on the ABA M&A Committee’s monthly “In The Know” series. His program, Navigating Conflicts in M&A Transactions vs. Navigating Conflicts M&A Transactions, and more information can be found here.

Speaking Engagements

• Speaker, “CLE: A Deeper Dive – Case Law Matters: Identifying and Dealing with Controlling Stockholders,” American Bar Association, December 12, 2022.