Managing Deals and Litigation, GC Switch Highlight Important 2018 for Celgene
Celgene's in-house counsel had an important job to do in 2018 in ferrying the corporation through various matters that have continued well into 2019.
May 31, 2019 at 04:39 PM
3 minute read
An important 2018 for the legal department at Summit-based biotechnology company Celgene Corp. wasn't capped, really, until 2019: Early in the year, when the acquisition by Bristol-Myers Squibb Co. was announced, and in mid-April, when the $74 billion transaction garnered an approving vote by shareholders.
Celgene and Bristol-Myers announced the deal on Jan. 3: “Combining with Bristol-Myers Squibb, we are delivering immediate and substantial value to Celgene shareholders and providing them meaningful participation in the long-term growth opportunities created by the combined company,” Celgene chief executive Mark Alles said in a statement at the time.
(Celgene tapped Wachtell and Lipton partners Steven A. Cohen, David K. Lam and Edward J. Lee to advise it in the deal. Kirkland & Ellis, meanwhile, advised BMS.)
Law Journal affiliate The American Lawyer previously reported that the deal would be among the largest in biopharma, comparing it to Sanofi's $73.5 billion acquisition of Aventis in 2008, and Glaxo Wellcome's $76 billion merger with SmithKline Beecham in 2000.
But it was an eventful time leading up to the acquisition, including Celgene's $9 billion acquisition of Juno Therapeutics, a Seattle-based cancer drug maker, early in 2018 (in a deal advised by Proskauer Rose and Hogan Lovells). Also in early 2019, Celgene announced the acquisition of Impact Biomedicines.
And midyear, Celgene got a new legal chief. But Jonathan Biller—who took over for Gerald “Jerry” Masoudi as Masoudi was named chief legal officer of e-cigarette company JUUL—wasn't really new to Celgene: he was the company's senior vice president for tax and treasury and its treasurer, and had been with the company since 2011. Alles issued a statement: “Jonathan has been an integral part of Celgene's senior management team for the last seven years. He has led our capital allocation strategy and provided industrywide leadership on U.S. corporate tax reform. His extensive legal experience and deep understanding of Celgene enable him to immediately strengthen our leadership team as general counsel.”
The department, now headed by Biller, had another considerable issue to oversee: patent litigation over Celgene cancer drug Revlimid. The litigation is ongoing, though Biller, in a conference call with investors and analysts earlier this year, expressed confidence in how the matter was unfolding and the strength of Celgene's position, according to a transcript published by The Motley Fool.
All in all, Celgene's in-house counsel had an important job to do in 2018 in ferrying the corporation through various matters that have continued well into 2019.
** Editor's Note: Biller declined to provide responses to the Law Journal's questionnaire for Legal Departments of the Year winners.
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