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:

M&A

  • Amazon in various strategic transactions, including its:
    • Investment in Diamond Sports Group
    • Investment in Saks Global in connection with the pending US$2.65 billion acquisition of Neiman Marcus Group, parent company of Neiman Marcus and Bergdorf Goodman, by HBC, parent company of Saks Fifth Avenue
  • Baxter in various strategic transactions, including its acquisition of Claris Injectables
  • Bosch in its acquisition of TSI Semiconductors
  • Boxed in its US$900 million merger with Seven Oaks Acquisition Corp.
  • Cadence Design Systems in its acquisition of Rambus
  • Cars.com in its strategic alternative review process
  • Cloudera in its US$5.3 billion sale to Clayton, Dubilier & Rice and KKR
  • Delphi Automotive in the US$4.5 billion tax-free spin-off of its Powertrain Systems segment
  • Doma Holdings’ special committee in its take private by Title Resource Group
  • Entercom Communications in its merger with CBS Radio
  • Frontier Airlines in its proposed but terminated US$6.6 billion merger with Spirit Airlines
  • GTCR in various transactions, including its investment in Vivid Seats
  • Kohl’s in its strategic alternative review process
  • Meta in various strategic transactions, including its :
    • Acquisition of CTRL-labs
    • Acquisition of Downpour Interactive
  • New Relic in various strategic transactions, including its:
    • US$6.5 billion acquisition by Francisco Partners and TPG
    • Acquisition of Pixie Labs
    • Acquisition of K2 Cyber Security
  • O-I Glass in its acquisition of Nueva Fábrica Nacional de Vidrio from Grupo Modelo, a wholly owned affiliate of Anheuser-Busch InBev
  • Pionyr Immunotherapeutics in its acquisition by Ikena Oncology in an all-stock transaction
  • Pivotal Software’s special committee in its sale to VMware
  • Press Ganey in its sale to EQT Partners
  • Silver Lake in various transactions, including its investment in BYJU’S
  • SMART Global Holdings (dba SGH) in various strategic transactions, including its:
    • US$200 million investment by SK Telecom
    • Sale of a majority stake of its commodity module business in Brazil to an affiliate of Shenzhen Longsys Electronics Co.
  • Square in various strategic acquisitions
  • Stericycle in the sale of its operations in Chile, Mexico, and Argentina to three buyers
  • Taboola in its US$2.6 billion merger with Ion Acquisition Corp.
  • Telefónica and Corporación Multi Inversiones in the sale of Telefónica Guatemala and Telefónica El Salvador to América Móvil
  • The Carlyle Group in its acquisition of Apollo Aviation Group
  • 10x Genomics in various strategic acquisitions

Activism Defense

  • 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
  • Cars.com in its defense of a public campaign by Starboard Value seeking board seats
  • Cerner in its cooperation agreement with Starboard Value
  • 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
  • Kohl’s in its:
    • Settlement agreement with Macellum Advisors, Ancora, Legion Partners, and 4010 Capital
    • Successful proxy contest against Macellum Advisors, resulting in all directors’ re-election
  • Lifecore Biomedical, Inc. in its cooperation agreement with 22NW, LP
  • New Relic in its cooperation agreements with:
    • Engaged Capital
    • JANA Partners
  • Numerous NYSE and NASDAQ listed corporations on takeover defense planning and shareholder activism

Latin America

  • Infraestructura Energética Nova (IEnova), in its inaugural bond offering on the international capital markets and its US$1.6 billion follow-on equity offering
  • O-I Glass in its acquisition of Nueva Fábrica Nacional de Vidrio from Grupo Modelo, a wholly owned affiliate of Anheuser-Busch InBev
  • SGH in its 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 Telefónica Guatemala and Telefónica El Salvador to América Móvil
  • Vista Oil & Gas in its US$650 million global initial public offering, the first SPAC IPO in Latin America

Bar Qualification

  • California
  • Illinois

Education

  • 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