Marc Weingarten focuses his practice on shareholder activism, mergers & acquisitions, leveraged buyouts, corporate governance, securities law and investment partnerships. Marc serves as co-chair of the firm’s global Shareholder Activism Group and is also a member of the M&A and Securities Group and the Investment Management Group. He 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 investors and companies 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, including The Trian Group in its successful proxy contests with Procter & Gamble and H.J. Heinz Co., The Children's Investment Fund in its successful proxy contest with CSX Corp., JANA Partners and SAC Capital in their campaign involving Time Warner Inc., Elliott Management in many of its successful campaigns, JANA Partners in all of its many successful campaigns and Greenlight Capital in its campaign involving General Motors.

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, IFLR1000, The Legal 500 US, 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.

Representations

Represented Cerberus Capital Management in the acquisition of an 80-percent 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 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 Mustang Capital Management in a successful activist campaign involving Furmanite Corporation.

Represented SRS Investment Management in a successful activist campaign involving Avis Budget Group Inc.

Represented Altimeter Capital Management LP in connection with its investment in United Continental Holdings Inc.

Represented Elliott Management in a successful activist campaign involving PulteGroup Inc.

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.

Publications

Contributor, The Activist Investing Annual Review 2018 (Activist Insight in association with SRZ)

“Shareholder Activism Knows No Bounds: A Discussion With SRZ's Global Shareholder Activism Group,The Hedge Fund Journal, December 2017 (interview)

Hedge Fund Activists: The Debate On Unlocking Value,” Forbes, March 21, 2017 (interview)

Contributor, The Activist Investing Annual Review 2017 (Activist Insight in association with SRZ)

“2016 Shareholder Activism Insight Report,” Harvard Law School Forum on Corporate Governance and Financial Regulation, Dec. 1, 2016 (co-author)

Contributor, Shareholder Activism Insight (SRZ in association with Activist Insight and FTI Consulting), 2016

“Tender Offers,” Insider Trading Law and Compliance Answer Book (Practising Law Institute), 2011-2018 (co-author)

Contributor, The Activist Investing Annual Review 2016 (Activist Insight in association with SRZ)

“Activist Investors: How Companies Should Best Engage,” Forbes, Jan. 14, 2016 (interview)

Contributor, The Activist Investing Annual Review 2015 (Activist Insight in association with SRZ)

Contributor, Shareholder Activism Insight (SRZ in association with Mergermarket), 2014

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) (co-author)

“Shareholder Activism: 2013 and Beyond,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, Feb. 13, 2014 (co-author)

Contributor, The Activist Investing Annual Review 2014 (Activist Insight in association with SRZ)

“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) (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 (SRZ in association with Mergermarket), 2012

“Corporate Governance Guide 2012 — USA,” The International Comparative Legal Guide to: Corporate Governance 2012 (Global Legal Group) (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) (co-author)

Contributor, Shareholder Activism Insight (SRZ 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) (co-author)

“Second Generation Advance Notification Bylaws,” SRZ Activist Investing Developments, Winter 2009 (co-author)

Contributor, Shareholder Activism Insight (SRZ in association with Mergermarket), 2008

“The Permissible 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

Speaking Engagements

Moderator, “Large- and Mega-Cap Activism,” SRZ 8th Annual Shareholder Activism Conference, New York, October 2017

Harvard Law School Corporate Governance Roundtable, March 2017

“Activist Investors: A Comparison of Styles, Objectives and Outcomes,” Skytop Strategies Shareholder Activism 2 — Unlocking Shareholder Value, January 2017

Moderator, “Large-Cap Activism,” SRZ 7th Annual Shareholder Activism Conference, November 2016

Co-Chair and Panelist, “The Evolution of Activism & Where It’s Headed,” Skytop Strategies Shareholder Activism: The Emergence of the New Generation Investor Seminar, February 2016

Moderator, “Large-Cap Activism,” SRZ 6th Annual Shareholder Activism Conference, October 2015

“What Do They Really Want: Activist Objectives,” PLI Preparing for Shareholder Activism: What You Need to Be Doing Now, September 2015

Harvard Law School Roundtable on Shareholder Engagement, June 2015

“Stockholder Activism Today,” IBA 14th Annual International Mergers and Acquisitions Conference, June 2015

“Tools of the Activist Investor,” New York City Bar Association Activist Investing: Techniques, Issues & Legal Considerations, May 2015

Moderator, “Current Developments in Shareholder Activism,” SRZ 5th Annual Shareholder Activism Conference, October 2014

“Shareholder Campaigns in the UK,” SRZ Shareholder Activism in the UK Conference, 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

“Representing Activists,” 13D Monitor and IMN 5th Annual Active-Passive Investor Summit, April 2014

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,” NYCBA Seminar, 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, September 2008

“Activist Investing Strategies,” SRZ 17th Annual Private Investment Funds Seminar, 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: 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 and The Deal Third Annual Private Capital Symposium, May 2006

“Activist Investing,” SRZ 15th Annual Private Investment Funds Seminar, January 2006

Memberships

  • American Bar Association
    • Member, Long-Range Issues Affecting Business Law Practice
  • New York State Bar Association
  • New York City Bar Association
    • Member, Committee on Corporation Law, 1984-1987, 1990-1994
    • Member, Committee on Mergers, Acquisitions and Corporate Control Contests,1994-2002; 2006-2010

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
  • IFLR1000
  • Lawdragon 500
    • Leading Dealmakers in America, 2007
  • The Legal 500 US
  • New York Super Lawyers