Joseph J. Basile

Partner, Co-Chair, Business Department - Boston

Joe Basile
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Joe Basile is co-chair of the firm’s Business Department and of the Mergers & Acquisitions Practice Group at Foley Hoag LLP. He provides strategic advice to Boards and C-suite executives, representing clients in their most challenging transactional matters. Joe’s practice includes:

  • hostile and negotiated public company, private company and distressed M&A transactions;
  • extensive experience in cross-border M&A, control and minority investments, joint ventures and strategic alliances in North America, Europe, Asia and Latin America;
  • M&A and investment transactions in which the integration of corporate social responsibility principles are important to the parties; and
  • counselling publicly held companies regarding strategies for engagement with activist shareholders, corporate governance, and securities law matters.
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Education:

  • Harvard Law School, J.D., cum laude, 1977
  • Stonehill College, B.A., summa cum laude, 1974

Representative Experience

  • Represented L2, Inc., a business intelligence firm that benchmarks the digital performance of consumer brands, in its acquisition by Gartner, Inc. (NYSE: IT), the world’s leading information technology research and advisory company. 
  • Represented Mill Road Capital, a private investment firm focused on investing in publicly traded micro-cap companies in the U.S. and Canada, in the going private acquisition of Skullcandy, Inc. (Nasdaq; SKUL), a creator of world-class audio experiences through its Skullcandy and Astro Gaming brands, after a contested process.
  • Represented Oberthur Technologies S.A., a world leader in embedded digital security, in the sale of the international roaming and recharge business of Oberthur’s subsidiary, More Magic Solutions, Inc., to Prepay Nation LLC.
  • Represented Staples, Inc. (NYSE: SPLS), a world-class provider of products and services that serve the needs of business customers and consumers, in the sale of its Staples Print Solutions business to Taylor Communications, Inc.
  • Represented Interconnect Systems, Inc., a designer and manufacturer of high density silicon packaging with advanced interconnect technologies, in its acquisition by Molex LLC, a leading global manufacturer of electronic solutions.
  • Advised SunSetter Products Limited Partnership, the largest manufacturer of awnings and sun control products in the United States, in its sale to Springs Window Fashions, LLC, a leading supplier of blinds, shades, specialty treatments and window hardware and a portfolio company of Golden Gate Capital.
  • Represented Italian health care company SOFAR S.p.A. in the acquisition of its surgical robotics division by medical device company TransEnterix (NYSE MKT: TRXC) in a cash and stock deal valued at up to approximately $100 million.
  • Represented Conservation Services Group, Inc., the leading provider of residential energy efficiency programs in the United States, in the sale of substantially all its assets to CLEAResult Consulting, Inc., a leader in providing energy efficiency programs and a portfolio company of General Atlantic LLC.
  • Advised Hittite Microwave Corporation, a NASDAQ-listed, innovative designer and manufacturer of high performance integrated circuits, modules, subsystems and instrumentation for RF, microwave and millimeter wave applications, in its $2 billion acquisition by Analog Devices, Inc.
  • Represented Costa Inc. (formerly known as A.T. Cross Company), a NASDAQ-listed designer, manufacturer, and marketer of polarized sunglasses, in its $270 million sale to Essilor International SA, a France-based publicly traded designer, manufacturer, and seller of ophthalmic lenses and ophthalmic optical instruments.
  • Represented A.T. Cross Company, a publicly traded designer and marketer of branded personal and business accessories, in the sale of its Cross Accessory Division to a newly formed affiliate of Clarion Capital Partners, LLC.
  • Represented New Zealand Superannuation Fund in the purchase from Harvard Management Company of an interest in Kaingaroa Timberlands, owner of one of the world’s oldest and largest softwood plantations on New Zealand’s Central North Island.
  • Represented Hopkins Manufacturing (a portfolio company of Canada-based private equity fund ONCAP), a manufacturer of components for the automotive industry, in its acquisition of substantially all the assets of F3 Brands, a manufacturer and marketer of branded automotive maintenance, storage and outdoor products, via a Section 363 sale.
  • Counsel to France-based multinational pharmaceutical firm Sanofi in its acquisition of US-based Pluromed, a maker of polymer inserts for medical procedures.
  • Represented Medicis Pharmaceutical Corporation, a leading publicly traded dermatological and aesthetic pharmaceutical company, in its $455 million acquisition of substantially all the U.S. and Canadian pharmaceutical assets of Graceway Pharmaceuticals, provider of dermatology, respiratory, and women's health products, via a U.S. Section 363 sale and a parallel Canadian receivership proceeding.
  • Counsel to Sanofi in its $20.1 billion takeover of U.S. biotechnology firm Genzyme whose products and services are focused on rare inherited disorders, kidney disease, orthopaedics, cancer, transplant and immune disease, and diagnostic testing.
  • Represented Harbinger Capital Partners in the take-private of LightSquared (f/k/a SkyTerra Communications), a mobile satellite services provider with an enterprise value of approximately $1.845 billion.
  • Represented Harbinger Capital Partners in connection with investments in several telecommunications carriers and satellite operators, including wireless broadband service provider, Augere Holdings (Netherlands) BV, TerreStar Corporation and proposed offer to combine SkyTerra Communications, Inc. with London based global mobile satellite communications provider, Inmarsat plc.
  • Advised Nortek, Inc., a diversified manufacturer of branded residential and commercial building products, on the corporate and securities law aspects of its Chapter 11 restructuring resulting in the elimination of $1.3 billion in debt.
  • Represented Simmons Company, the second-largest mattress producer in the United States, in its $760 million sale to Ares Management and Ontario Teachers' Pension Plan, effected under a prepackaged Chapter 11 plan of reorganization.
  • Advised Marathon Asset Management in connection with investments in several electrical generation and distribution utilities in Argentina and Brazil.
  • Advised Deutsche Bank Securities in its investment in a distressed electrical power generation facility in Colombia.
  • Represented United Technologies Corporation as an overbidder in the Section 363 sale of the assets of Power Systems Mfg., LLC, a subsidiary of Calpine Corporation.
  • Advised an ad hoc unsecured bondholders’ committee on the corporate and securities law aspects of the £5.3 billion debt restructuring of Marconi, PLC, a publicly held English telecommunications company under a scheme of arrangement, one of the largest financial restructurings ever effected under English law.
  • Co-author, U.S. section of International M&A and Joint Ventures chapter of the ABA Section of International Law’s The Year in Review (2015, 2014, 2013 and 2012)
  • “Delaware Chancery Court Reconfirms That Weighing Deal Risk is a Core Board Function,” NYSE Governance Services Newsletter (May 2015)
  • Co-author, “Delaware Chancery Court Reviews Two-Tiered Stockholder Rights Plan” ABA International M&A and Joint Ventures Committee Newsletter (October 17, 2014)
  • “Corporate Attorneys Must Mind the Details or Catch the Devil,” Corporate Counsel (October 10, 2012)
  • “What You Don't Know Can Hurt You: Successor Liability and Sec. 363 Sales,” BNA's Bankruptcy Litigation Reporter (January 26, 2012)
  • “Drafting Effective and Enforceable Voting Proxy Appointments,” Practical Law Company (February 9, 2011)
  • “Private Fund Adviser Regulation Under the Dodd-Frank Act,” The Metropolitan Corporate Counsel (October 4, 2010)
  • “Renewed Clarity After Clear Channel: Recent Cases Reaffirm the Finality of Section 363 Asset Sales,” The Journal of Bankruptcy Law (October 2010)
  • “Equitable (In)subordination − Considerations for Sponsors Lending to Portfolio Companies,” VC exPErts (February 2010)
  • “Splitting the Contractual Baby,” The Deal Magazine (July 20, 2009)
  • “Let Bylaws Be Bylaws,” The Deal Magazine (June 19, 2009)
  • “Delaware Chancery Court Potentially Opens Door to Limit Activist Stockholder Rights,” The Hedge Fund Law Report, Vol. 2, No. 10 (March 11, 2009)

Foley Hoag Alerts & Updates

Honors

  • Chambers USA, Leading Lawyer for Corporate/M&A (2012-2016)
  • Chambers USA, Leading Lawyer for Private Equity Buyouts (2010-2016)
  • Best Lawyers in America, Corporate Law and Mergers & Acquisitions (2014-2017)
  • PLC Which Lawyer?, Recommended Lawyer for Corporate M&A (2001-2012)
  • Legal 500 USA for Hedge Funds (2010)

Involvement

  • Massachusetts Business Roundtable, member of Executive Committee and chair of Energy Task Force
  • Joseph W. Martin Jr., Institute for Law and Society, co-chair of Board of Advisors
  • Massachusetts General Hospital, member of Department of Emergency Medicine Advisory Council
  • American Bar Association, Section of International Law, Vice Chair of International M&A and Joint Ventures Committee
  • International Bar Association
  • Boston Bar Association
  • “Anatomy of a Cross-Border M&A Transaction: A Case Study,” Commercial Law and the New Transatlantic Trade & Investment Partnership Treaty colloquium sponsored by The Italian Bar Council, La Sapienza University of Rome and Suffolk University Law School (August 2016)
  • "Navigating Carve-Outs," New England M&A Forum (July 2016)
  • “Under Siege: Shareholder Activism, Governance Turmoil & Pressured Boards and Deals,” American Bar Association Section of International Law 2016 Spring Meeting (April 2016)
  • “Doing Well by Doing Good – CSR/ESG Considerations in the M&A Process,” American Bar Association Section of International Law 2015 Spring Meeting (April 2015)
  • “M&A: Transforming Transactions to Build Better Deals,” NYSE Governance Services Chairman & CEO Peer Forum (April 2015)
  • Sotheby's to Loeb: 'Take Two and Call me in the Morning' - The Latest from Delaware on Poison Pills,” New England M&A Forum (June 2014)
  • “M&A – The Legal Department’s Role in Due Diligence, Managing Risk and Getting the Deal Done,” Panel Moderator, NYSE Governance Services West Coast General Counsel Forum (June 2014)
  • “Made in the USA – Cross-Border Shareholder Activism,”  American Bar Association Section of International Law 2014 Spring Meeting (April 2014)
  • “Doing a Cross Border Deal: Ethics and the M&A Lawyer,” American Bar Association Section of International Law 2013 Fall Meeting (October 2013)
  • “Public M&A – Advanced Topics,” International Bar Association 2013 Annual Conference (October 2013)
  • “Private Equity Today,” International Bar Association 12th Annual International Mergers and Acquisitions Conference (June 2013)
  • “U.S. Economic and Regulatory Outlook: Implications for Corporate Leaders,” Panel Moderator, Directors Roundtable/Harvard Business School Association of Boston (February 2013)
  • “Anatomy of an M&A Deal – The Differences Between Public and Private Acquisition,” American Bar Association Section of International Law  teleconference (January 2013)
  • “The Anatomy of an M&A Deal – Due Diligence,” American Bar Association Section of International Law  teleconference (September 2012)
  • “Private Equity Today,” International Bar Association 11th Annual International Mergers and Acquisitions Conference (June 13, 2012)
  • “Legal Issues in Distressed Investing,” 2nd Annual HALB Law & Business Symposium, Harvard Law School (April 2012)
  • “Mergers & Acquisitions: Current Hot Topics and Practical Takeaways,” New England Corporate Counsel Association (March 2012)
  • “U.S. Economic & Regulatory Outlook: Implications for Corporate Leaders,” Panel Moderator, Directors Roundtable/Harvard Business School Association of Boston (January 2012)
  • "Guess Who's Coming to Dinner? Activist Stockholders as Participants in M&A Transactions," National Association of Corporate Directors (December 2011)
  • “Hostile Takeover Defenses: Recent Decisions; Evaluating and Structuring Anti-Takeover Strategies,” webinar (June 2011)
  • “Living in the Zone of Insolvency: Legal Dilemmas for Directors in Uncertain Times,” Boston Bar Association (April 2009)
  • “Overview of M&A Transactions Under the Bankruptcy Code,” Boston Bar Association (December 2008)
  • “Convergence of Hedge Funds and Private Equity Funds,” Panel Moderator, 7th Annual Distressed Investment Summit (November 2008)
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Bar Admissions

  • Massachusetts
  • New York