Mark D. Gerstein

  • Partner
  • Emark.gerstein@lw.com
  • 330 North Wabash Avenue, Suite 2800
  • Chicago, IL 60611
  • USA
  • T +1.312.876.7666
  •  
  • 885 Third Avenue
  • New York, NY 10022-4834
  • USA
  • T +1.212.906.1743
  •  
 

Profile

Mark D. Gerstein is the past Global Co-Chair of Latham & Watkins' Mergers & Acquisitions Practice and a partner in the Corporate Department. Mr. Gerstein's 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. He regularly counsels boards of directors on planning for shareholder activism and responding to and defending against activism should it arise. His experience also includes advancing and defending both friendly and unsolicited tender offers.

Mr. Gerstein has provided mergers and acquisitions counseling to numerous public and private companies, including ACCO Brands, Aptiv PLC, A.O. Smith, Baxter Healthcare, Cars.com, E*Trade, GATX Corporation, Host Hotels and Resorts (a public REIT), Koch Industries, Simon Property Group, TechnipFMC PLC, and The Toro Company. Mr. Gerstein also advises lenders and financial advisors in financial and strategic acquisitions.

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 chair of its 2007 program.

Mr. Gerstein serves on the Board of Trustees of Ravinia Festival and is a current member and past Chair of the Board of Directors of Youth Guidance, which serves at-risk children in the Chicago Public Schools.


Experience

Mr. Gerstein’s M&A transactions include representing:

Business Combinations
  • US$13 billion merger of equals between FMC Technologies and Technip, a France-based designer and developer of offshore oil and gas processing facilities, via the EU cross-border merger regime
  • The US$22 billion acquisition of Georgia-Pacific Corp., the second largest going-private in US history
  • Sirona Dental Systems, Inc. in its US$13+ billion merger of equals with DENTSPLY International Inc.
  • 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 US$10 billion acquisition by Energy Transfer Equity, L.P., of Southern Union Company, a diversified natural gas company
  • The US$7.2 billion acquisition of Molex Incorporated, a designer and manufacturer of electronic components
  • Host Marriott Corporation’s US$4.1 billion acquisition of Starwood Hotels’ REIT and related properties
  • US$4 billion merger between Entercom Communications and CBS Radio, to create a nationwide preeminent radio platform
  • Globe Specialty Metals in its US$3.1 billion merger of equals with Grupo FerroAtlantica to create a leading international silicon and specialty metals producer
  • CNH Global N.V., an agricultural and construction equipment company in the US$3 billion acquisition by Fiat Industrial SpA
  • Orbitz Worldwide, Inc. in its US$1.6 billion sale to Expedia
  • Delphi Automotive, an automotive parts manufacturer, in its US$727 million sale of its thermal systems business to MAHLE
Shareholder Activism (2018-2017)
  • Hyundai Motors against Elliott Management’s efforts to oppose a corporate reorganization
  • Cars.com in engagement by Starboard Value LP to maximize shareholder value
  • The independent directors of Dell Technologies, Inc. in engagement by multiple stockholders, including Carl C. Icahn and P. Shoenfeld Asset Management, who opposed Dell's proposed purchase of its Class V shares
  • Cars.com Inc. in connection with the investment in the company by Starboard Value, LP
  • Ensco plc in a vote/activism against a merger campaign by Arrowgrass Capital Partners

Thought Leadership

  • Spin-offs Unraveled: Complex ‘IPOs’ With a Sophisticated Tax Overlay -  October 09, 2019
  • US Tax Reform: Strategies for Executing Transactions in the Face of Uncertainty -  June 19, 2017
  • Board Considerations in the Face of Tax Reform Uncertainty -  June 5, 2017
  • US Tax Reform: Strategies for Executing Transactions in the Face of Uncertainty -  March 02, 2017
  • Activists in Your Boardroom: Planning for and Managing the New Dynamic  -  August 31, 2016
  • Evolving Director-Investor Communications: Preparing for Your Board’s Direct Engagement with Shareholders -  June 27, 2016
  • China’s NDRC Proposes Changes to Outbound Investment Rules  -  May 25, 2016
  • DOJ Suit Against ValueAct Shines Spotlight on HSR Requirements for Shareholder Activists -  April 14, 2016
  • Activist Hot List: Fall 2015 -  October 02, 2015
  • Anticipating Activism: Implications for Your 2016 Annual Meeting of Stockholders -  October 02, 2015
  • Defending Against The Hostile Bid: Lessons Learned From Allergan -  September 10, 2015
  • Activists in Your Boardroom - Planning for and Managing the New Dynamic -  September 02, 2015
  • Acquiring a US Public Company: An Overview for the Non-US Acquirer -  April 29, 2015
  • Delaware Courts’ Recent Decisions on Appraisal May Discourage Opportunistic Appraisal Arbitrageurs -  February 20, 2015
  • Activism: Every Season is Now Open Season -  November 03, 2014
  • Dealing with Activist Hedge Funds and 'Hushmail' -  September 24, 2014
  • The Resilient Rights Plan: Recent Poison Pill Developments and Trends -  July 03, 2014
  • Hushmail: Are Activist Hedge Funds Breaking Bad? -  June 23, 2014
  • Third Point LLC v. Ruprecht — Activism Confronts the Rights Plan -  May 14, 2014
  • Entire Fairness in Controlling Stockholder Transaction: In re Orchard Enterprises, Inc. Stockholder Litigation -  March 11, 2014
  • Key Trends & Lessons Learned from the 2013 Proxy Season -  July 23, 2013
  • FTC Takes Hard Line on Premerger Filing Requirements -  June 26, 2013
  • M&A Commentary - Amendments to Delaware Merger Statutes: An Arrow in Your Quiver, Not a Silver Bullet -  June 13, 2013
  • Obtaining Business Judgment Deference in a Controlling Stockholder Take-Private -  May 31, 2013
  • Martin Marietta’s Bid for Vulcan Stayed -  May 10, 2012
  • Special Negotiating Committees: If, When, Who and How — A Guide for the General Counsel -  January 01, 2012
  • Corporate Governance Commentary: Proxy Access and Advance Notice Bylaws in the Wake of Invalidation of the SEC’s Proxy Access Rule: An Approach to Private Ordering -  November 30, 2011
  • Corporate Governance Commentary: Future of Institutional Share Voting Revisited: A Fourth Paradigm -  September 7, 2011
  • Corporate Governance Commentary: A 12-Step Program to Truly Good Corporate Governance -  May 9, 2011
  • The Resilient Rights Plan: Recent Poison Pill Developments and Trends -  April 2011
  • Corporate Governance Commentary - Proxy Advisory Business: Apotheosis or Apogee? -  March 3, 2011
  • M&A Commentary - Adoption of Poison Pill to Deter Activist Investor Opposition to Negotiated Mergers -  February 8, 2011
  • Establishing and Enforcing Qualifications for Directors of Delaware Corporations -  January 1, 2011
  • Corporate Governance Commentary: Private Ordering in the Brave New World of Proxy Access -  November 3, 2010
  • Corporate Governance Alert - 2011 Proxy Season: SEC Announces Dodd-Frank Rulemaking Schedule and Starts the Clock on Proxy Access -  September 22, 2010
  • Corporate Governance Alert - 2011 Proxy Season: The First 100 Days—How to Get Ready for the Brave New World of Say on Pay and Proxy Access -  August 26, 2010
  • Practical Implications of CNX Gas on Controlling Shareholder Acquisitions -  July 13, 2010
  • M&A Commentary - Practical Implications of CNX Gas on Controlling Shareholder Acquisitions -  June 30, 2010
  • Implications of Selectica for Next-Generation Poison Pills -  March 30, 2010
  • M&A Commentary - Implications for the Next Generation of Poison Pills: Selectica, Inc. v. Versata Enterprises, Inc. -  March 23, 2010
  • Interpretive Issues Related to Recent Changes to the New York Power of Attorney Law -  January 27, 2010
  • Corporate Governance Commentary: Proxy Access Analysis No. 5, The Pros and Cons of Voluntary Implementation of Proxy Access at 2010 Annual Shareholder Meetings -  December 7, 2009
  • Corporate Governance Commentary: Proxy Access Analysis No. 4, Where Are We Now And Where Should We Go -  November 3, 2009
  • Corporate Governance Commentary: Proxy Access Bulletin No. 4, Proxy Access Rules will not be in Effect for Upcoming Proxy Season -  October 5, 2009
  • Corporate Governance Commentary: Proxy Access Analysis No. 3, Some Suggestions for Public Company Responses to the Pending SEC Proxy Access Rule Proposal -  July 9, 2009
  • Corporate Governance Commentary: Proxy Access Analysis No. 2, Delaware Law Changes to Facilitate Voluntary Adoption of Proxy Access and Reimbursement Policy for Proxy Contests -  June 22, 2009
  • Corporate Governance Commentary: Proxy Access Bulletin No. 3, Proxy Access Proposed Rules Published by SEC -  June 15, 2009
  • Corporate Governance Commentary: Proxy Access Analysis No. 1, The Battle for Shareholder Access The Current State of Play -  May 19, 2009
  • Recent Poison Pill Developments and Trends -  May 12, 2009
  • The Resurgent Rights Plan: Recent Poison Pill Developments and Trends -  April 1, 2009
  • Lessons from the First Triggering of a Modern Poison Pill:
    Selectica, Inc. v. Versata Enterprises, Inc.
     -  March 2009
  • Strategies For Dealing With Shareholder Proposals -  December 15, 2008
  • Delaware Court Provides New Guidance on Go-Shops, Standstills and Management Conflicts -  June 27, 2007
  • M&A Deal Commentary - SEC Proposes Amendments To The Best Price Rule -  January 18, 2006
Praised by his peers as a “leading lawyer” who has “seen it all, done it all and has a lot of respect.”Chambers USA 2019
Bar Qualification
  • Illinois
  • New York
Education
  • JD, University of Chicago Law School, 1984
  • BA, University of Michigan, 1981
Industries
  • Aerospace, Defense & Government Services
  • Hospitality, Gaming & Leisure
  • REITs
  • Retail & Consumer Products
Practices
  • Mergers & Acquisitions
  • Activism
  • Public Company Representation
  • Private Equity
  • Corporate Governance
  • Israel Practice
  • Takeover Planning & Defense