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919 Third Avenue
New York, New York 10022
United States of America
P: +1 212.756.2280
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Heathcoat House
20 Savile Row
London W1S 3PR
United Kingdom
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Practice Areas
Mergers and acquisitions, leveraged buy-outs, venture capital, public offerings, securities law and investment partnerships
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.
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
“'Poison Puts' and the Shareholder Franchise: The Lessons of San Antonio Fire v. Amylin,” SRZ Activist Investing Developments, Summer 2009 (co-author)
“USA Chapter,” The International Comparative Legal Guide to: Corporate Governance 2009, 2nd ed., London: Global Legal Group (co-author)
“Second Generation Advance Notification Bylaws,” SRZ Activist Investing Developments, Winter 2009 (co-author)
Contributor, Shareholder Activism Insight (in association with mergermarket), 2008
“The Permissable Scope of Bylaws: CA, Inc. v. AFSCME Employees Pension Plan,” SRZ Activist Investing Developments, Fall 2008 (co-author)
“Short Slates, Majority Slates and Full Slates: Strategic and Voting Considerations,” SRZ Activist Investing Developments, Spring 2008
“Reimbursement of Proxy Contest Expenses for Incumbents and Insurgents,” SRZ Activist Investing Developments, Fall 2006 (co-author)
“Second Circuit Rules in Favor of Shareholder Seeking to Use Corporate Proxy Statement to Nominate Slate Of Directors,” SRZ Client Alert, Sept. 15, 2006 (co-author)
“Be Careful What You Wish For - Considerations When Obtaining Board Representation,” SRZ Activist Investing Developments, Spring 2006 (co-author)
“Demands to Inspect Corporate Books and Records,” SRZ Activist Investing Developments, Fall 2005
“Vote Buying Raises Questions Under Anti-Fraud Rules,” SRZ Activist Investing Developments, Fall 2005
“Advance Notification Bylaws,” SRZ Activist Investing Developments, Spring 2005 (co-author)
“Issues in the Internal Organization of a Fund Management Company,” Investment Management Developments, Winter/Spring 2003
More
Selected Speaking Engagements
“The Activist's Playbook for a More Volatile Economy,“ IMN 3rd Annual Hedge Fund Activism and Shareholder Value Summit, September 2009
“Counseling the Board of Directors during the New Age of Activist Shareholders,” New York City Bar Association, February 2009
“Implications of the CSX-TCI Litigation Proxy Contest,” Bloomberg Activist Investing Seminar, New York, December 2009
”Case Study of a Proxy Battle: CSX vs. TCI and 3G Capital,“ IMN Hedge Fund Activism and Shareholder Value Summit, Phoenix, Ariz., September 2008
“Activist Investing Strategies,” SRZ 17th Annual Private Investment Funds Seminar, New York, January 2008
“Hedge Fund Activism,” West LegalWorks, December 2006 and December 2007
”Insights into Activist Investing,“ NYSSA Alternative Analysts Forum, November 2007
”Shareholder Activism and the Role of Hedge Funds,“ PLI Mergers & Acquisitions 2007: What You Need to Know Now, October 2007 and October 2008
“Activist Investing,” SRZ Hedge Fund Compliance Seminar, October 2006
“Reaching the Peak of Higher Returns,” SRZ/The Deal Third Annual Private Capital Symposium, May 2006
“Activist Investing,” SRZ 15th Annual Private Investment Funds Seminar, January 2006
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
Lawdragon 500 Leading Dealmakers in America, 2007
"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
New York Super Lawyers
Bar Admissions
Education
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Georgetown University Law Center, J.D., 1974
- Cases and Notes Editor, Georgetown Law Journal
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University of Pennsylvania, The Wharton School, B.S., 1971
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