Bio

Sabastian Niles is a Partner at Wachtell, Lipton, Rosen & Katz where he focuses on rapid response shareholder and stakeholder engagement, activism, proxy fights and preparedness; takeover and activist defense and offense; corporate governance and counseling boards of directors and board committees; enterprise risk oversight, including as to technology trends, ESG, cybersecurity, human capital management, stakeholder issues, and crisis management; U.S. and cross-border mergers, acquisitions, buyouts, investments, divestitures and strategic partnerships; and other corporate and securities law matters and special situations. Sabastian advises CEOs, Boards and CLOs/GCs worldwide and across industries, including technology, financial institutions, media, energy and natural resources, healthcare and pharmaceuticals, manufacturing, real estate/REITs and consumer goods and retail. Helping companies navigate corporate transformation and the pressures of short-termism in a multi-stakeholder, highly competitive and diverse world while strengthening their corporate culture and purpose, creating value through innovation and the right go-forward strategies, safeguarding the enterprise against undue risk and building stakeholder trust are among Sabastian’s priorities and passions. Sabastian has been recognized repeatedly by Chambers USA as one of the highest-ranked Corporate/M&A Takeover Defense attorneys (with clients noting: “His care of the company is extraordinary”), by Lawdragon as a leading U.S. dealmaker and as a BTI Client Service All-Star for consecutive years. Sabastian is an elected Fellow of the American College of Governance Counsel (ACGC), co-chairing the 2021 and 2022 “ESG and the Boardroom” masterclass programs; a founding member of the Harvard Association of Law and Business Advisory Board and the Next Generation Director Advisory Board, a member of the John L. Weinberg Center for Corporate Governance Advisory Board at the University of Delaware; and a discussion leader, roundtable speaker and panelist at the Aspen Institute’s Business and Society Program; the Conference Board; the Institute of Law & Economics, a joint initiative of the University of Pennsylvania Carey Law School, the Wharton School, and the Department of Economics; the Program on Corporate Governance at the Harvard Law School; Stanford Directors’ College; ; the Program on Corporate Compliance and Enforcement’s Directors Academy; the Conference Board; and other notable forums. Sabastian is also a director of the non-profit organization Literacy Partners, which has focused for fifty years on advancing multi-generational, adult and family literacy, and of the Harvard Law School Association of New York City. In addition to having served as Consulting Editor for the New York Stock Exchange’s Corporate Governance Guide, Sabastian writes frequently on matters of corporate law and strategy, has been a featured speaker at prominent global corporate and investor forums for CEOs, public company directors and institutional investors, as well as a guest lecturer at leading law and business schools. His speaking engagements have addressed topics such as Advising the Board; The Next Move: Preparing Boards for the New Normal; E(E)SG, Corporate Purpose and Stakeholder Governance; M&A Trends; Shareholder Activism; The New Paradigm of Corporate Governance; Hostile Takeovers; Strategic Transactions and Governance; Board-Shareholder Engagement; Confidentiality Agreements in M&A Transactions; Negotiating Strategic Alliances with U.S. Companies; Current Issues in Technology M&A; Corporate Governance: Ethics, Transparency and Accountability; and Developments in Cross-Border Deals. He has counseled boards of directors and management teams on self-assessments, engagement with institutional investors and proxy advisory firms and navigating activist situations. He has personally advised companies facing a wide range of activists and activist funds, including, among others,Paul Singer/Jesse Cohn/Jeff Rosenbaum/Elliott Management, Jeff Smith/Peter Feld/Starboard Value, Bill Ackman/Pershing Square, Barry Rosenstein/Scott Ostfeld/JANA Partners, Paul Hilal/Mantle Ridge, Carl Icahn, Daniel Loeb/Third Point, Scott Ferguson/Sachem Head, Christopher James/Engine No. 1, Arnaud Ajdler/Engine Capital, David Einhorn/Greenlight Capital, Glenn Welling/Engaged Capital, Jeffrey Ubben/Mason Morfit/ValueAct Capital, Jeffrey Ubben/Inclusive Capital, Jonathan Litt/Land & Buildings, Keith Meister/Corvex, Mick McGuire/Marcato, Nelson Peltz/Ed Garden/Trian Partner, Ryan Cohen, Cevian Capital, Bluebell Capital Partners, Relational Investors and Tom Sandell/Sandell Asset Management, among many others. He has also helped boards, nominating and governance committees and management teams address shareholder proposals and engagement from non-traditional activists, NGOs and groups such as As You Sow (ASW), the Interfaith Center on Corporate Responsibility (ICCR), the SOC / CtW Investment Group, U.S. state and local pension funds, overseas groups, retail holder activists like Jim McRitchie and John Chevedden, and many others. Some of Sabastian’s publicly disclosed M&A matters include advising National Instruments in its announced strategic review and $8.2 billion announced transaction with Emerson Electric, FIS in its announced strategic, operational and business assessments, Alexion Pharmaceuticals’ $39 billion merger with AstraZeneca, Whole Foods Market’s $14 billion merger with Amazon.com, Hill-Rom in its $12.4 billion merger with Baxter International, CenterPoint Energy in the $7 billion merger of its majority owned master limited partnership (Enable Midstream Partners) with Energy Transfer and CenterPoint’s $1.4 billion capital raise, Monmouth Real Estate Investment Corporation in its $4 billion merger with Industrial Logistics Properties Trust, Columbia Property Trust in its $3.9 billion sale to PIMCO, Meritor in its $3.7 billion merger with Cummins, Vulcan Materials in its response to the unsolicited takeover bid by Martin Marietta Materials, and Danaher in its $6.8 billion acquisition of Beckman Coulter and its $2.8 billion acquisition of Tektronix, among others. Sabastian received his J.D. from Harvard Law School, where he co-founded the Harvard Association of Law and Business and won the U.S. National ABA Negotiation Championship representing the Harvard Program on Negotiation. He received B.S., B.A. and B.S. degrees in Finance, Economics and Decision & Information Sciences, respectively, from the University of Maryland, where he won two National Championships and four Regional Championships in intercollegiate mock trial.