THOMAS A. COLE is chair emeritus of Sidley’s Executive Committee. He was a partner from 1981 through 2016 and senior counsel from 2017 through 2022. He retired from the practice of law on December 31, 2022. During his time as a partner at Sidley, Tom was also vice president-law of Northwest Industries, Inc. from 1982 through 1985.
For 15 years ended in April 2013, Tom served as chair of the firm’s Executive Committee, the committee that exercises general authority over the affairs of the firm. In April 2014, he stepped down as a member of the Executive Committee (on which he had served since 1987) and as a member of the firm’s Management Committee (on which he had served since 1988).
Tom focused his practice on public company mergers and acquisitions and corporate governance. He was consistently recognized by Chambers USA and Chambers Global. In 2001, Tom was recognized by Chambers Global as one of the 26 U.S. lawyers included in its list of the “Global 100 Lawyers”—“lawyers who stand out from their colleagues and are recognized internationally.” He was designated an M&A “Dealmaker of the Year” for 2007 by The American Lawyer. He was selected for BTI Consulting’s “Client Service All-Star” team in 2008, 2011 and 2014. In 2010 and 2013, Tom was named to “The Directorship 100,” the NACD’s list of “the most influential people in the boardroom community.” In 2015, he was named a “M&A and Antitrust Trailblazer” by The National Law Journal.
Corporate governance assignments included advising public company boards and their standing and special committees on a variety of subjects, including internal investigations, CEO succession, shareholder activism and proxy contests. Activism defense assignments included TreeHouse Foods (against Jana Partners), United Continental Holdings (against PAR and Altimeter), PulteGroup (against the founder and Elliott Management), Commercial Metals (against Icahn), Navigant Consulting (against Engine Capital) and International Game Technology (against Ader Investment Management). He represented Elaine Wynn in her withhold vote campaign against a Wynn Resorts incumbent director.
For the five years ended 1998 and from 2013 through 2021, Tom taught the seminar on corporate governance at The University of Chicago Law School. He taught the same seminar at Harvard Law School in 2015. His book, “CEO Leadership: Navigating The New Era in Corporate Governance” was released by The University of Chicago Press in November 2019. His book, “Collaborative Crisis Management”, written with co-author Paul Verbinnen, was released by The University of Chicago Press in September 2022.
He was involved in dozens of public company mergers and spinoffs, including the following that were each valued at more than $1 billion:
- CBOE/Bats
- Keurig Green Mountain/JAB
- Duke Energy/Piedmont Natural Gas
- Con-way/XPO
- Strategic Hotels/Blackstone
- Catamaran/UnitedHealth
- Sigma-Aldrich/Merck
- NiSource spinoff of Columbia Pipeline Group
- IGT/GTECH
- Beam/Suntory
- MidAmerican Energy/NV Energy
- Commercial Metals (successful defense against lcahn)
- Fortune Brands spinoff of Home and Security Business (following Pershing Square activism)
- Alberto-Culver/Unilever
- AGL/Nicor (represented independent directors)
- Aon/Hewitt
- EOP/Blackstone
- Clear Channel/THLee and Bain (represented special committee)
- Exelon/PSEG (terminated)
- Exelon/NRG (terminated unsolicited merger proposal)
- Pulte/Centex
- Tribune/ESOP-Zell
- Corn Products/Bunge (terminated)
- Nationwide Financial/Nationwide Mutual (represented special committee)
- ServiceMaster/Clayton Dubilier
- CDW/Madison Dearborn
- CNL Hotels/Morgan Stanley
- Ventana Medical/Roche (began as hostile defense)
- Sally Beauty/Clayton Dubilier
- Tellabs/AFC
- Maverick Tube/Tenaris
- IMC/Cargill
- Williams/Barrett (including the successful defense against Shell)
- Kimberly-Clark/Scott Paper
- Monsanto/DeKalb Genetics
- Jefferson Smurfit/Stone Container
- Interpublic Group/True North
- Wolters Kluwer/CCH
- Fred Meyer/QFC
- Aon/Alexander & Alexander
- IMC Global/Vigoro
- Tribune/Renaissance Communications
- Household International spinoffs of Eljer, Scotsman and Schwitzer
- Northwest Industries/Farley
- Ohio Mattress/Gibbons Green
His other significant public company merger transactions include:
- Cellular Dynamics/FujiFilm
- Carbonite/j2 Global (successful defense)
- Central Vermont Public Service/Gaz Met
- Renaissance Learning/Permira (represented independent directors)
- Midwest Air Group/TPG (including the successful defense against Air Tran)
- Sun Capital/ShopKo Stores
- Goldner Hawn/ShopKo Stores (topped by Sun Capital)
- Lyphomed/Fujisawa
- Unilever/Helene Curtis
- Mercantile/Mark Twain
- True North/Bozell (including the successful defense against Publicis)
- Humana/Emphesys
- GE Medical/Marquette
- Stone Container/Southwest Forest
- Barrett/Plains
- SFN/Warburg Pincus (represented special committee)
- Ideal Basic/Holderbank (represented special committee)
- Bell & Howell/Bass
- Aon/Frank B. Hall
- BWAY/Kelso (represented special committee)
- Berisford/Scotsman