Partner, Davis Polk & Wardwell
He regularly advises clients on corporate governance matters and leads the firm’s practice in competition and antitrust matters, which include domestic and international mergers and acquisitions and antitrust counseling and litigation, both private and governmental (civil and criminal). He also regularly represents large multinational companies with respect to acquisition-related transactions. He is representing Roche in its bid to acquire Genentech and represented Roche in its hostile bid for Ventana Medical Systems, Gillette in its merger with Procter & Gamble, the directors of various mutual fund companies in investigations of that industry, Freeport-McMoRan in the criminal investigation of the copper concentrate industry, Comcast in connection with its merger with AT&T Broadband, and acted as one of the two lead negotiators for the U.S. tobacco industry in the effort to resolve, through legislation and settlements, the legal issues facing that industry.
His other acquisition representations include RJR Nabisco to Philip Morris (Kraft) and Roche Holding in its acquisitions of Boerhinger Mannheim, Syntex, and Genentech and hostile bid for Sterling Drug, and Allegiance in its merger with Cardinal Health. He has represented Emerson Electric in most of its significant transactions during the past three decades, including Emerson’s joint ventures with Caterpillar and with Robert Bosch, the acquisitions of Fisher Controls, Copeland, Daniel Industries, Vermont American through a joint venture with Robert Bosch, Leroy-Somer, McGill, Liebert and ASCO, and the spinoff of its defense business.
Golden’s litigated matters include representation of Hoffmann-La Roche in criminal and civil antitrust litigation relating to vitamins and its recent disputes with Gilead over rights to the flu medication, Tamiflu, and with Procter & Gamble in a false advertising preliminary injunction case; AstraZeneca in various matters, including the average wholesale price and Canadian import litigations and the brand-name prescription drug antitrust litigation, Bertelsmann in the federal antitrust investigation relating to the online distribution of music, antitrust merger litigation with respect to Whirlpool’s acquisition of KitchenAid, and the securities litigation in the Delaware Chancery and Supreme Courts with respect to the Fort Howard LBO. He has also represented clients on various contested acquisition matters, and numerous federal grand jury investigations, including the investigations of trading practices with respect to U.S. government securities, the commercial tissue and explosives industries, violations of U.S. export controls, and the government’s ‘Ill Wind’ criminal investigation into fraud in the Pentagon procurement process.
Golden graduated from Rensselaer Polytechnic Institute in 1966 and in 1969 received his J.D. from New York University School of Law, where he was an editor of the law review. Golden joined Davis Polk in 1969 and became a partner in 1978.
In addition to his directorship of Emerson Electric, Golden has been a director of various other NYSE companies, including ESCO Electronics (member, executive committee; chairman, compensation committee), Burns International Services (member, executive committee), and Allegiance. He is a trustee of Rensselaer Polytechnic Institute and has served on the board of managers of the New York State Communities Aid Association.