FacultyFaculty/Author Profile

Henry N. Nassau

Dechert LLP

Philadelphia, PA, USA

Henry N. Nassau, Dechert’s Chief Executive Officer, served as chair of Dechert’s corporate and securities group for an aggregate of 14 years. Mr. Nassau represents private equity sponsors, venture capital firms, public and private corporations, management teams, boards of directors, and special committees in corporate and securities matters. He advises clients on mergers, acquisitions, dispositions, investments, securities offerings, proxy contests, corporate governance, and general corporate matters. Having served as general counsel and chief operating officer at a publicly-traded technology company, Mr. Nassau offers a particularly commercial perspective to his client representations.

Mr. Nassau has been recognized for eleven consecutive years as a leading Corporate/M&A lawyer and has also been ranked as a leading Private Equity Buyouts lawyer by Chambers USA, a referral guide to leading lawyers in the United States based on the opinions of their peers and clients. In recent editions, Chambers has noted that Mr. Nassau is a “standout lawyer,” “a true professional” and a “terrific, responsive and pragmatic attorney” who “provides ‘wise advice’ on M&A and private equity transactions” and is “always there when [we] need top-drawer legal analysis.” Mr. Nassau has also been recognized for his work in M&A, private equity, and capital markets: debt offerings in The Legal 500 U.S., which, has cited him as “responsive and impressive” and “a superstar–smart with great attention to detail.”

In addition, he has been recognized for his work in corporate governance and compliance law, corporate law, and mergers and acquisitions law by The Best Lawyers in America, which also named him the Corporate Governance and Compliance Lawyer of the Year in Philadelphia in its 2011 edition.

Significant Representations

Mr. Nassau has led teams on hundreds of complex corporate transactions across a wide range of industry sectors, including technology, healthcare, industrial manufacturing, retail and financial services.

Representative matters include advising:
  • Graham Partners, a middle market private equity firm, and its portfolio companies, on numerous M&A transactions, including its acquisitions of and subsequent exits from Schneller, Inc., Mitten Inc., Eberle Design, Inc., Strata Products Worldwide, LLC, and Infiltrator Water Technologies, LLC (f/k/a Infiltrator Systems); its acquisitions of Henry Company, Tidel Inc., HemaSource Holdings, Universal Cold Storage, LLC and Universal Pasteurization Company, SP Lab Equipment, LLC, and Electronic Devices, Inc., TransAxle LLC, and Atlas Aerospace, LLC/Vitron Acquisition LLC/Vitron Acquisition Corporation, and B&B Electronics Manufacturing Company; and its disposition of Dynojet Holdings.
  • The Special Committee of Arrow International, Inc., a manufacturer of catheter-based therapeutic products and cardiac assist medical devices, on its US$2 billion merger with Teleflex Incorporated and the proxy contest to elect directors to the Arrow board.
  • Versa Capital Management, a private equity firm focused on distressed investments, on several transactions, including its acquisition of Bob’s Stores from The TJX Companies, Inc., its acquisition of Canada-based Allen-Vanguard Corporation (TSX: VRS), its acquisition of Ohio Community Media, LLC and its acquisition of Eastern Mountain Sports.
  • Intellon Corporation and its Board of Directors on the US$244 million sale of Intellon, a publicly-traded provider of integrated circuits, to Atheros Communications, Inc.
  • Management of Brandywine Senior Living LLC, a portfolio company of Warburg Pincus, in connection with NYSE-listed Health Care REIT, Inc.’s US$600 million acquisition and leaseback of 19 senior housing communities with Brandywine.
  • Stripes Group, a growth equity firm, on several transactions, including a minority investment in Netbiscuits GmbH (representing its first foreign investment), the acquisition of a majority position in Voyetra Turtle Beach, the acquisition of minority stakes in Sandata LLC, eMarketer, Inc., Stella & Chewy’s, Udemy, Inc. and Kareo, Inc., the sale of Smartwool Corporation by Stripes Group and RAF Industries to the Timberland Company, and the acquisition of NetQuote by Stripes Group and Spectrum Equity Investors.
  • ICG Group, Inc. and one of its consolidated companies, Channel Intelligence, Inc., on the sale of Channel Intelligence, a data-driven online marketing services company, to Google Inc. for US$125 million in cash. Subsequently advised ICG Group, Inc. in its US$375 million sale of Procurian, a specialist in procurement solutions, to Accenture plc.
  • RAF Industries, Inc. on numerous transactions, including its acquisition and subsequent disposition of WI Holdings (“Weldship”) to a subsidiary of Markel Corporation, its acquisition of Steamaster Co., and Milspray LLC.
  • Willow Financial Bancorp Inc., a US$1.6 billion savings bank with 29 branch offices, on its US$168 million acquisition by Harleysville National Corp. to become the third largest bank in the Philadelphia area.
  • Trion Group, Inc., one of the largest privately-held employee benefits management and administration providers in the United States, and its wholly-owned subsidiary, on the sale to Marsh and McLennan Agency LLC of substantially all of their assets.

As former chair of Dechert’s global corporate and securities group, Mr. Nassau has played an instrumental role in expanding the practice’s international platform across Europe, Asia and the Middle East in order to respond to the increasing global demands of the firm’s client base. Dechert’s corporate and securities group now has a larger proportion of lawyers outside of the United States, and Mr. Nassau has devoted significant time to integrating the global team so that clients enjoy a seamless international experience when selecting Dechert to advise on cross-border matters.

Mr. Nassau left Dechert in 1999 for Internet Capital Group to serve as general counsel. He most recently served as ICG’s chief operating officer, general counsel, and secretary.


University of Pennsylvania, B.S., 1976, cum laude
University of Pennsylvania, M.A., 1976, Benjamin Franklin Scholar
Penn State University, The Dickinson School of Law, J.D., 1979, magna cum laude, Managing Editor of the Dickinson Law Review (1978-1979)

Bar Admissions/Qualifications

New York


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