Tessa Bernhardt advises clients on a full spectrum of complex corporate transactions and shareholder activism.

Ms. Bernhardt combines extensive experience and her ability to distill sophisticated concepts into practical advice to guide public companies, multinational corporations, private equity sponsors, and special committees of boards of directors on:

  • Public and private mergers and acquisitions
  • Controlling and minority investments
  • Carve-outs
  • Corporate governance
  • Activism defense

She strategizes with skill in high stakes situations and represents both buy-side and sell-side clients in multijurisdictional transactions across a range of industries.

A recognized leader at the firm, Ms. Bernhardt previously served as local leader of the Women Lawyers Group and on the global Associates Committee.

She maintains an active pro bono practice, including helping clients establish nonprofits, advising an Afghan refugee on asylum proceedings, and providing guidance on California wildfire insurance claims.

Ms. Bernhardt's experience includes representing:


  • The special committee of Doma Holdings in its take private by Title Resource Group
  • Amazon in its investment in Diamond Sports Group
  • New Relic in its US$6.5 billion acquisition by Francisco Partners
  • Pionyr Immunotherapeutics in its acquisition by Ikena Oncology in an all-stock transaction
  • Cadence Design Systems in its acquisition of Rambus
  • Bosch in its acquisition of TSI Semiconductors
  • Frontier Airlines in its proposed but terminated US$6.6 billion merger with Spirit Airlines
  • Cloudera in its US$5.3 billion sale to affiliates of Clayton, Dubilier & Rice and KKR
  • Meta in its acquisition of CTRL-labs, Downpour Interactive, and various other strategic acquisitions
  • Kohl’s in its strategic alternative review process
  • New Relic in its acquisitions of Pixie Labs and K2 Cyber Security
  • Silver Lake in various transactions, including its investment in BYJU’S
  • GTCR in various transactions, including its investment in Vivid Seats
  • Boxed in its US$900 million merger with Seven Oaks Acquisition Corp.
  • Taboola in its US$2.6 billion merger with Ion Acquisition Corp.
  • 10x Genomics in various strategic acquisitions
  • Pivotal Software’s special committee in its sale to VMware
  • Square in various strategic acquisitions
  • Cars.com in its strategic alternative review process
  • The Carlyle Group in its acquisition of Apollo Aviation Group, a new business line within Carlyle’s Global Credit Segment
  • Delphi Automotive in the US$4.5 billion tax-free spin-off of its Powertrain Systems segment
  • Entercom Communications in its merger with CBS Radio, to create a nationwide preeminent radio platform
  • Press Ganey in its sale to EQT Partners
  • Baxter in various strategic transactions
  • Accuride in its sale to Crestview Partners

Activism Defense

  • Kohl’s in its:
    • Successful proxy contest against Macellum Advisors, resulting in all directors’ re-election
    • Settlement agreement with Macellum Advisors, Ancora, Legion Partners, and 4010 Capital
  • New Relic in its cooperation agreements with:
    • JANA Partners
    • Engaged Capital
  • Cerner in its cooperation agreement with Starboard Value
  • Cars.com in its defense of a public campaign by Starboard Value seeking board seats
  • Ensco in its defense of a public campaign by a hostile stockholder to stop Ensco’s acquisition of Atwood Oceanics, which won stockholder approval and was completed
  • Accuride in its defense of a public campaign by a hostile stockholder to stop the corporation’s sale to Crestview Partners, which won stockholder approval and was completed
  • Numerous NYSE and NASDAQ listed corporations on takeover defense planning and shareholder activism

Latin America

  • SMART Global Holdings (dba SGH) in its planned sale of a majority stake of its commodity module business in Brazil to an affiliate of Shenzhen Longsys Electronics Co.
  • Stericycle in the sale of its operations in Chile, Mexico, and Argentina to three buyers
  • Telefónica and Corporación Multi Inversiones in the sale of the entire share capital of Telefónica Guatemala and 99.3% Telefónica El Salvador to América Móvil for US$648 million
  • O-I Glass in its acquisition of Nueva Fábrica Nacional de Vidrio from Grupo Modelo, a wholly owned affiliate of Anheuser-Busch InBev
  • Infraestructura Energética Nova (IEnova), in its inaugural bond offering on the international capital markets and its US$1.6 billion follow-on equity offering, the largest in Latin America in 2016
  • Vista Oil & Gas in its US$650 million global initial public offering, the first SPAC IPO in Latin America and the first energy exploration and production-focused IPO in Mexico

Bar Qualification

  • California
  • Illinois


  • BA, University of Notre Dame
  • JD, Duke University School of Law
  • LLM in International Law & Comparative Law, Duke University School of Law

Languages Spoken

  • Spanish