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Marc Weingarten

919 Third Avenue
New York, New York 10022
United States of America
P: +1 212.756.2280
E:

Marc Weingarten, a partner in the New York office, is co-chair of the Business Transactions Group and a member of the Investment Management Group. His practice focuses on mergers & acquisitions, leveraged buyouts, corporate governance, securities law and investment partnerships. Marc was selected twice as “Dealmaker of the Year” by The American Lawyer for his representation of Cerberus Capital Management in its acquisition of a controlling interest in GMAC from General Motors and most recently for his work on some of the fiercest shareholder activism campaigns and proxy contests in the market. He also represented Cerberus in the acquisition of control of Chrysler from Daimler; its acquisition, by tender offer, of a controlling interest in Aozora Bank in Japan; and in numerous other transactions. He has represented private equity fund Castle Harlan in the organization of LBO funds and the negotiation of buyouts of restaurant chains, a media company, an insurance company, publishing ventures and other transactions. In addition to representing public and private companies in acquisitions and dispositions, he regularly counsels companies and investors on corporate governance and control issues. One of the leading lawyers representing activist investors, he has advised on many of the most significant activist campaigns in recent years, including The Children's Investment Fund Management (UK) LLP’s proxy contest with CSX Corp., JANA Partners LLC and SAC Capital Advisors LP in their campaign involving Time Warner Inc., the Trian Group in its successful proxy contest with H.J. Heinz Co., JANA Partners in its campaign involving Kerr-McGee Corp., and Pershing Square Capital Management LP in its investments in McDonald's Corp. and Target Corp.

Marc is a member of the American Bar Association, the New York State Bar Association and the New York City Bar Association, having served on its Committee on Mergers, Acquisitions and Corporate Control Contests for multiple terms, and on its Committee on Corporation Law. He has been cited for his preeminence in both corporate law and investment fund practice in Chambers USA, The Legal 500 United States, Lawdragon, Who’s Who and New York Super Lawyers. Marc received his J.D. from Georgetown University Law Center, where he was an editor of the Georgetown Law Journal, and his B.S. in finance from the University of Pennsylvania's Wharton School.

Selected Representations

Represented Cerberus Capital Management in the acquisition of an 80% interest in Chrysler from DaimlerChrysler.

Represented Cerberus Capital Management in the acquisition of control of GMAC from General Motors.

Represented Cerberus Capital Management in its acquisition of Caritas Health Care, a transaction named by Investment Dealers' Digest as the 2010 “Deal of the Year” in the health care category.

Organized and represented Castle Harlan LBO funds in negotiated buyouts of restaurant chains, media company, insurance company, publishing ventures and other transactions.

Represented JANA Partners and SAC Capital in activist campaign involving Time Warner Inc.

Represented the Children’s Investment Fund Management in its pending campaign involving CSX Corp.

Represented Cerberus Capital Management in the acquisition by tender offer of a controlling interest in Aozora Bank in Japan.

Represented Pershing Square in its investments in McDonald’s and Target Corp.

Represented Trian Group in proxy contest involving HJ Heinz Co.

Represented Prudential Securities, Inc. as underwriter in initial public offerings and high-yield debt financings of media companies.

Represented JANA Partners in activist campaign involving Kerr-McGee.

Represented CIT Venture Capital in LBOs of plastic specialty manufacturer, ticket printer, home improvement supplier, foundry and other transactions.

Represented Sport Brands International in the acquisition of the worldwide operations of Fila Sport Group.

Represented issuer in initial public offering of Brazilian cable television operator.

Represented Cerberus Capital Management in the acquisition of Guilford Mills, Inc.; subsidiaries of Newell/Rubbermaid; investment in Air Canada; acquisition of division of Pitney-Bowes; proposed acquisition of Clayton Homes.

Represented PCA Corp. in acquisition of ASI Corp. and in sale to LBO fund.

Represented American List Company in sale to Snyder Communications.

Represented CIT Group in its acquisition of Newcourt in Canada.

Represented Circa Pharmaceuticals in sale to Watson Pharmaceuticals.

Represented Monro Muffler in acquisitions, corporate matters.

Represented investor group in successful proxy contest for Alliant Tech Systems, and represented Alliant in public and private financings and in acquisition from Hercules, Inc.

Represented Caribiner International, Inc. in initial and secondary public offerings, acquisitions and other transactions.

Represented Morton’s Restaurant Group in IPO and secondary offerings, proxy contests, acquisitions and dispositions, high yield refinancing.

Represented bidder in hostile contests (proxy contests, consent solicitations, and tender offers) involving Burlington Industries, Fruehauf, Telex, Centel, Morse Shoe, Rexham, William Carter Company, Dataproducts, Canal Randolph, Datapoint, MAI, Ponderosa.

Represented activist investors in numerous campaigns involving board representation (including proxy contests), withhold votes, sale proposals.

Represented buyer in acquisition of DiGiorgio Corporation.

Represented Soros Group in various transactions.

Represented acquirer of the Pilgrim Group Mutual Funds.

Represented limited partnerships in formation of LBO funds, venture capital funds, hedge funds, etc.

Selected Publications

“Tender Offers,” Insider Trading Law and Compliance Answer Book (Practising Law Institute) 2011-2015 (co-author)

SRZ UK Shareholder Activism Briefings, August 2014 (contributor)

“Corporate Governance Guide 2014 — USA,” The International Comparative Legal Guide to: Corporate Governance 2014 (Global Legal Group) 2014 (co-author)

More

Selected Speaking Engagements

“Shareholder Campaigns in the UK,” SRZ Shareholder Activism in the UK, October 2014

“Stockholder Activism Today,” IBA 13th Annual International Mergers and Acquisitions Conference, June 2014

Moderator, “Interview of an Activist Director,” NYCBA Counseling the Board of Directors in the Age of Activist Shareholders, May 2014

More

Memberships

American Bar Association
    Member, Committee on Long-Range Issues Affecting Business Law Practice
New York State Bar Association
New York City Bar Association
    Member, Committee on Corporation Law, 1984-87, 1990-94
    Member, Committee on Mergers, Acquisitions and Corporate Control Contests, 1994-2002; 2006-present

Other Distinctions

Dealmaker of the Year” by The American Lawyer for work on some of the fiercest shareholder activism campaigns and proxy contests in the market, 2014

Served as counsel to publicly-traded retailer Charming Shoppes Inc. on its merger with Ascena Retail Group Inc., a transaction named the 2012 “North America Corporate Deal of the Year” by Global M&A Network and the 2012 "Corporate/Strategic Acquisition Deal of the Year" by The M&A Advisor

Represented Morton’s Restaurant Group Inc. in its acquisition by affiliates of Tilman J. Fertitta, a transaction named the 2012 "Americas Industry Real Estate Hospitality Deal of the Year" by Global M&A Network 

Represented Cerberus Capital Management in its acquisition of Caritas Health Care, a transaction named by Global M&A Network as the “North America Private Equity Deal of the Year” and by Investment Dealers' Digest magazine as the 2010 “Deal of the Year” in the health care category

Dealmaker of the Year” by The American Lawyer for role as lead counsel in Cerberus Capital Management's acquisition of majority stake in GMAC, 2007

The Best Lawyers in America

Chambers USA

Lawdragon 500 Leading Dealmakers in America, 2007

The Legal 500 United States

New York Super Lawyers

Bar Admissions

  • New York

Education

  • Georgetown University Law Center, J.D., 1974
    • Cases and Notes Editor, Georgetown Law Journal
  • University of Pennsylvania, The Wharton School, B.S., 1971