Mark D. Gerstein is a global Chair of the firm’s Mergers and Acquisitions Practice. His practice focuses on mergers and acquisitions, both in the US and globally, corporate governance (including in the restructuring context) and takeover defense planning. He has frequently represented special committees of boards of directors, bidders and financial advisors in going-private and other conflict of interest transactions. His experience also includes advancing and defending both friendly and unsolicited tender offers and he has similarly represented both insurgents and management in proxy contests for the control of public companies.
Mr. Gerstein has provided mergers and acquisitions counseling to numerous public and private companies, including Cerner Corporation, Continental Airlines, GATX Corporation, Host Hotels and Resorts (a public REIT), IDEX Corporation, Koch Industries, Libbey Inc., Nicor Inc. and the Toro Corporation. Mr. Gerstein also advises lenders and financial advisors in financial and strategic acquisitions.
Mr. Gerstein works extensively with directors of public and private corporations on governance matters, including crisis management, risk management, takeover defense planning and shareholder activism. His private company client work also focuses on tax planning and governance issues unique to family-controlled businesses.
In 2011, The Legal 500 US “strongly recommended” Mr. Gerstein for his work in M&A.
Mr. Gerstein served as an adjunct faculty member of the Northwestern University School of Law and he serves on the executive committee of Northwestern University’s Ray Garrett Jr. Corporate and Securities Law Institute and was the chair of its 2007 program. He has also previously chaired the Chicago Bar Association’s subcommittee on Corporate Control.
Mr. Gerstein serves on the Boards of Trustees of the Chicago Symphony Orchestra and Ravinia Festival and the Board of Directors of Youth Guidance, which serves at-risk children in Chicago’s public schools.
Mr. Gerstein’s M&A transactions have included:
- CNH Global N.V., an agricultural and construction equipment company in the US$3 billion acquisition by Fiat Industrial SpA
- Koch Industries, Inc.’s US$22 billion acquisition of Georgia-Pacific Corp., the second largest going-private in US history
- The Special Committee of the Board of Directors of the Chicago Board of Trade in connection with its US$12 billion merger with the Chicago Mercantile Exchange (including the intervening unsolicited offer from the International Commodities Exchange)
- The acquisition by Energy Transfer Equity, L.P., of Southern Union Company, a diversified natural gas company
- The sale by A.O. Smith Corporation of the Electrical Products Company, a manufacturer and seller of motors for hermetic, pump, distribution, HVAC and general industrial applications, to Regal Beloit Corporation
- Host Marriott Corporation’s US$4.1 billion acquisition of Starwood Hotels’ REIT and related properties
- The Special Committee of the Board of Directors of CNA Surety Corporation with its US$ Take-Private of CNA Surety Corporation by its parent CNA Financial Corporation
- The acquisition by affiliates of Koch Industries of INVISTA from DuPont in a US$4.4 billion transaction.
- The US$1.2 billion tender offer by Cendant Corporation for Orbitz Inc.
His private M&A work includes transactional work for both private equity sponsors and privately-held companies. Representative private transactions include:
- The acquisition of Fresh Del Monte Produce in a cash and highly structured equity transaction from the control of the Federal Mexican Government
- The sale by EKLP (jointly owned by Koch Industries and Entergy Corporation) of its energy trading operations to Merrill Lynch & Co.
- The acquisition of Accertify, Inc., a provider of solutions that help merchants combat fraudulent online and other card-not-present transactions, by American Express
- The acquisition by Republic Technologies of the papers division of Bolloré, S.A.
Mr. Gerstein’s takeover defense has included:
- Rental Service Corporation’s successful defense against a hostile acquisition attempt by United Rentals, Inc. in favor of a US$1.6 billion tender offer by Atlas Copco North America Inc.
- Bally Total Fitness’ defense against proxy contests led by Pardus Capital and Liberation Investments
- Ligand Pharmaceuticals’ defense against activism led by Third Point Partners
- ModusLink Corporation proxy contest involving Steel Partners, Peerles Systems and LCV Capital
- General takeover defense planning for numerous New York Stock Exchange and Nasdaq listed corporations