Vincent J. Cannizzaro III, chairs the firm’s corporate/mergers & acquisitions practice.

He is a seasoned corporate lawyer, focusing on mergers and acquisitions, corporate governance, alternative entity issues, and other organizational matters.

Vincent represents public and private companies, private equity sponsors, and individuals in a variety of complex US and cross-border transactions, including mergers, acquisitions, investments, dispositions, spinoffs, joint ventures, energy infrastructure projects, restructuring, bankruptcy and distressed M&A. Beyond discrete transactions, Vincent provides counsel to international and domestic clients in connection with their ongoing business and operations.  Vincent has extensive experience advising on all areas of Delaware corporate and alternative entity law, including corporate governance and fiduciary duties.

Vincent also advises in the structuring and formation of corporations, limited liability companies, and alternative entities for use in transactions, joint ventures, and other complex business arrangements.  Vincent has experience in a diverse range of business sectors and is well-versed in industry trends and attuned to the myriad issues facing his clients, both legal and non-legal.

In recognition of his work in M&A, Vincent has been named to the list of Best Lawyers: Ones to Watch®, selected to The Legal 500’s M&A Private Practice Powerlist: USA, and recognized as a Top Lawyer by Delaware Today.

Vincent is an adjunct professor of Mergers and Acquisitions at Villanova Law and a faculty member for its Business & Financial Literacy Module.  Vincent graduated first in his class from Villanova Law and was Associate Editor of the Law Review.

Prior to joining Morris James, Vincent was an M&A attorney with Skadden Arps for 10 years where, in addition to his busy Corporate/M&A practice, he served on the firm’s Global Latinx Steering Committee and maintained an active pro bono practice, including non-profit formations, immigration cases, family law, and innocence initiatives.

Sell-Side Representations
  • Twenty-First Century Fox, Inc.in connection with the $71.3B acquisition of Twenty-First Century Fox by The Walt Disney Company
  • Sealed Air Corporation in its $3.2 billion carve-out sale of its Diversey Care division and the food hygiene and cleaning business within its Food Care division to Bain Capital
  • BioClinica, a global provider of clinical trial services and technology to contract research organizations, in its $1.4B sale to Cinven
  • Founder and controlling stockholder in a sale-of-company transaction to a private equity firm, including the negotiation of a post-sale employment agreement, rollover agreement, and governance documents
  • The Blommer Chocolate Company, a family owned business, in its sale to Fuji Oil
  • Amherst Holdings LLC in connection with its $652M sale of 4,262 single-family rental properties to Altisource Residential, L.P.
  • Shopify Inc., in connection with its
    • Sale of 6 River Systems, LLC to Ocado Group plc (United Kingdom)
    • Sale of Shopify Logistics, including Deliverr, Inc., to Flexport, Inc. As part of the transaction, Shopify received a 13% equity stake in Flexport
  • JLL Partners, a leading private equity sponsor, in many transactions, including in its sale of Loar Group, a diversified manufacturer and supplier of aerospace and defense components
  • Sale of Mitratech to Ontario Teachers' Pension Plan Board (Canada), and on the terms of its continued minority investment in Mitratech
  • $545M sale of The Foundry Visionmongers Limited (United Kingdom) to Roper Technologies, Inc.
  • Hanley Wood, LLC in its $375M sale of Hanley Wood Exhibitions, Inc. to Informa PLC (United Kingdom). Both Hanley Wood and Informa are media and business information companies
  • Evans Properties in its sale of a collection of portfolio companies holding grocery anchored real estate properties
  • Hologic, Inc. in connection with its $205M sale of its Cynosure medical aesthetics business to an affiliate of investment funds managed by Clayton, Dubilier & Rice
  • Privately held SaaS company and its founders in its sale to a private equity firm
Buy-Side Representations
  • Elon Musk in connection with his $44B acquisition of Twitter, Inc.
  • Builders FirstSource, Inc., a supplier of hardware and doors, windows, lumber and other structural building materials to homebuilders, in its $1.6B acquisition of ProBuild Holdings LLC from Devonshire Investors
  • Scopely, Inc. in connection with its $1B acquisition of GSN Games, Inc. from Game Show Network, LLC
  • Hologic, Inc. in connection with its $795M acquisition of Mobidiag Oy (Finland)
  • HealthSouth Corporation, an owner and operator of healthcare facilities in its
    • $750M acquisition of EHHI Holdings, Inc.
    • $730M acquisition of the operations of Reliant Hospital Partners, LLC
  • OVO Sound (Canada), the independent music label owned by Drake, in connection with its acquisition of Warner Music Group's 50% interest in the label
  • BioClinica, a global provider of clinical trial services and technology to contract research organizations, in several acquisitions
  • JLL Partners, a leading private equity sponsor, in many transactions, including
    • Two add-on transactions for Secretariat Advisors, a specialty consulting firm
    • Add-on transactions for Loar Group
  • Acrisure, LLC in its acquisition of Volante Global (United Kingdom)
  • Hg Pooled Management Limited, a UK based private equity sponsor, in various acquisitions
  • Rhapsody, a portfolio company of Hg (United Kingdom), in its $166M acquisition of Corepoint Health
  • Alembic Pharmaceuticals Inc. in its acquisition of UTILITY Therapeutics
  • Amulet Capital Partners in the acquisition of SynteractHCR, a general contract research organization serving the pharmaceutical industry
  • ESSA Pharma Inc. (Canada) in connection with its $21M acquisition of Realm Therapeutics PLC
Representations Involving Distressed M&A and Bankruptcy
  • Millennium Health, LLC, in its emergence from its voluntary prepackaged Chapter 11 case, which resulted in the reduction of the company's debt by $1.1B and resolution of a US Department of Justice investigation that threatened its Medicaid/Medicare billing privileges
  • Armstrong Flooring, Inc. and three affiliated debtors in their Chapter 11 reorganization in the US Bankruptcy Court for the District of Delaware, including its
    • $107M sale of its North American assets to AHF LLC and Gordon Brothers Commercial and Industrial LLC
    • $59M sale of its assets in China and Hong Kong to Giant Group (China)
    • $31M sale of its assets in Australia to Cowes Bay Global Pty Ltd. (Australia)
  • My Job Matcher Inc. in the $35 million sale of substantially all of its business and assets to an affiliate of GT Partners Private Credit Finance
  • Heritage Coal in its
    • $15.9 million sale of Pennsylvania mining assets, including equipment and mining permits, to Simkol Corp. and Fearless Leasing LLC
    • $5.75 million sale of assets in Maryland to Cobra Mining Inc.
  • Multiple representations of founders and former owners in connection with bids to acquire some or all of their former companies in connection with bankruptcy sales and auctions
Representations of Renewable Energy Companies
  • NextEra Energy Partners
    • $849M acquisition of a 50% stake in a 2,520 MW renewables portfolio and a related $824 million equity financing by Apollo Global Management, Inc.
    • Equity investments by funds managed by KKR, including in a transaction named Renewable Energy Deal of the Year at the 2020 Power Finance & Risk Awards
    • Equity investments by funds affiliated with BlackRock Global Energy & Power Infrastructure to finance a $1.28B acquisition of renewable energy projects
  • NextEra Energy Resources, LLC
    • $849M sale of a 50% interest in a 2,520 MW renewables portfolio to an affiliate of the Ontario Teachers’ Pension Plan Board (Canada) and a related joint venture arrangement
    • Formation of a partnership with KKR’s third Global Infrastructure Investors Fund to own an interest in a portfolio of renewable energy projects
    • Corporate governance changes and restructuring transactions
  • SolarReserve, LLC in connection with a $737M loan from the Federal Financing Bank to support the Crescent Dunes Solar Energy Project as well as construction, O&M arrangements, and the sale of a portion of the project to equity investors
  • Energía Cinco Estrellas, S.A. de C.V. (Honduras) and Gauss Energía (Mexico) in the financing for the construction and development of the 50MWac/61MWp Aura II solar photovoltaic (PV) plant in the region of Choluteca, Honduras
  • Global Infrastructure Partners in connection with its investment in a 1,029 MW natural gas-fired, combined cycle power generation facility to be located in Salem Township, Luzerne County, Pennsylvania
Other Representations of Public Companies
  • Twenty-First Century Fox, Inc.in connection with its spin-off of Fox Corp., owning certain news, sports and broadcast businesses
  • Sealed Air Corporation in its Proposed, but terminated, tax-free spin-off of its Diversey Care division and the food hygiene and cleaning business within its Food Care division into a new company called New DiverseyCF Industries Holdings, Inc. in connection with its strategic venture with CHS, Inc. As part of this transaction, CHS acquired a minority interest in CF Industries Nitrogen, LLC for $2.8B and entered into a supply agreement
  • Fortress Transportation and Infrastructure Investors LLC’s, an affiliate of Fortress Investment Group LLC, $2.4B, in connection with its spin-off of its infrastructure business into an independent, publicly traded company called FTAI Infrastructure Inc.
  • Armstrong World Industries, Inc., in the tax-free spin-off of its flooring and ceiling businesses into two separate, publicly traded companies
  • Darden Restaurants, Inc., in its spin-off of Four Corners Property Trust, Inc., a separately traded, public company that is treated as a REIT
Advised on Significant Questions of Corporate Law, Alternative Entity Law, Governance, and/or Securities, in Connection with the Following Transactions and Matters:
  • WeWork Companies Inc. in the $3B investment by SoftBank Group Corp. (Japan)
  • Realogy Holdings Corp. in connection with the $1B Rule 144A/Regulation S high-yield offering of 5.250% senior notes due 2030 by its subsidiaries, Realogy Group LLC and Realogy Co-Issuer Corp.
  • Acrisure, LLC in connection with its $725M Series B-2 funding round, valuing the company at $23 billion
  • Shopify Inc. in connection with digital asset, securities and litigation related matters
  • Pinduoduo Inc. with the provision of SEC and Nasdaq compliance advice
  • Arrow Global Group PLC (United Kingdom) in connection with various financings for its first pan-European NPL Fund, the Arrow Credit Opportunities Fund
  • Special Committee of Eve Air Mobility in connection with $94 million of new equity financing
  • Squarespace, Inc. in connection with its direct listing of Class A common stock on the New York Stock Exchange
  • Ebix, Inc. and EbixCash Travels, Inc. in securing the Delaware Supreme Court affirmance of the dismissal of all claims concerning the failed stock-for-stock reverse triangular merger between EbixCash and plaintiff Yatra
  • RF Capital Holdings LLC’s securing of a favorable judgment granted by the Delaware Court of Chancery rescinding a merger and restoring control of Bayer Properties Enterprises LLC to RF Capital Holdings
  • Pan American Silver Corp. as selling shareholder in the $45M secondary offering of Maverix Metals Inc. common shares. Both companies are based in Canada

 

*Mr. Cannizzaro's listed matters include matters completed prior to joining Morris James

Engaged in the Community

  • NFL Youth Flag Football Coach
  • Youth Soccer Coach
Honors
  • Best Lawyers: Ones to Watch, 2021- Current
  • The Legal 500’s M&A Private Practice Powerlist: USA, 2024
Academic Appointments
  • Faculty member for the Business & Financial Literacy Module, Villanova University School of Law.

Services

Admissions

  • Delaware, 2015
  • Pennsylvania, 2014

Clerkships

  • Law Clerk, Hon. Eduardo C. Robreno, U.S. District Court for the Eastern District of Pennsylvania, 2013 – 2014

Education

  • Villanova University School of Law, JD, summa cum laude, 2013 (Order of the Coif)
  • Catholic University, BA, 2007

Professional Affiliations

Folk on the Delaware General Corporation Law, Editor (2018 – 2024)