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Marc Weingarten, a partner in the New York office, is 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. The American Lawyer selected Marc as a "Dealmaker of the Year" for his representation of Cerberus Capital Management in its acquisition of a controlling interest in GMAC from General Motors. 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.
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.
“Tender Offers,” Insider Trading Law and Compliance Answer Book (Practising Law Institute) 2011-2014 (co-author)
“Foreword: Shareholders in the Boardroom,” Harvard Business Law Review, Vol. 3, Issue 1 – Shareholder Activism, 2013
“DEALTALK — Behind Every Successful Activist, There Is a Lawyer,” Reuters, Aug. 5, 2013 (featured)
“10 Questions with Marc Weingarten,” The Activist Report, July 2013 (interview)
“Corporate Governance Guide 2013 — USA,” The International Comparative Legal Guide to: Corporate Governance 2013 (Global Legal Group) 2013 (co-author)
“2012 Shareholder Activism Insight Report,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, Nov. 26, 2012 (co-author)
Contributor, Shareholder Activism Insight (in association with mergermarket), 2012
“Corporate Governance Guide 2012 — USA,” The International Comparative Legal Guide to: Corporate Governance 2012 (Global Legal Group) 2012 (co-author)
“Second Circuit Issues Opinion in CSX v. TCI,” SRZ Client Alert, July 26, 2011 (co-author)
“Corporate Governance Guide 2011 — USA,” The International Comparative Legal Guide to: Corporate Governance 2011 (Global Legal Group) 2011 (co-author)
Contributor, Shareholder Activism Insight (in association with mergermarket), 2010
“‘Poison Puts’ and the Shareholder Franchise: The Lessons of San Antonio Fire v. Amylin,” SRZ Activist Investing Developments, Summer 2009 (co-author)
“Corporate Governance Guide 2009 — USA,” The International Comparative Legal Guide to: Corporate Governance 2009 (Global Legal Group) 2009 (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
Selected Speaking Engagements
Moderator, “Current Activist Perspectives” and “Institutional Proxy Voting,” SRZ 4th Annual Shareholder Activism Conference, October 2013
Harvard Law School Mergers & Acquisitions Roundtable, May 2013
“Corporate Governance & Shareholder Activism — Trends to Watch in 2013,” ICR 15th Annual XChange, January 2013
“Current Issues in Shareholder Activism,” SRZ 3rd Annual Shareholder Activism Conference, October 2012
“Activism and Access: A View from All Sides,” Tulane University Law School Twenty-Fourth Annual Corporate Law Institute, March 2012
Moderator, “Balance of Power Between the Board and Shareholders,” SRZ Shareholder Activism Conference, September 2011
“Hot Topics in Corporate Governance: Tackling Board Composition, Proxy Fights, Executive Compensation, Valuing Acquisitions/Buyouts and More…,” ACI National Summit on the Future of Fiduciary Responsibility, June 2011
Harvard Law School Mergers & Acquisitions Roundtable, May 2011
mergermarket Shareholder Activism and M&A Webcast, April 2011
“Activist vs. Corporate,” The 2nd Annual Active-Passive Investor Summit, February 2011
Moderator, SRZ Shareholder Activism Conference, November 2010
“How Developments in Corporate Governance are Affecting How Directors are Elected,” The Activist-Passive Investor Summit, February 2010
“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
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
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
Lawdragon 500 Leading Dealmakers in America, 2007
The Legal 500 United States
New York Super Lawyers
Georgetown University Law Center, J.D., 1974
- Cases and Notes Editor, Georgetown Law Journal
University of Pennsylvania, The Wharton School, B.S., 1971