Mark D. Gerstein is the past global Co-chair of the firm’s Mergers & Acquisitions Practice and a partner in the Corporate Department of Latham & Watkins. 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.
Mr. Gerstein leads the firm’s Activism Task Force, and has provided activism and takeover planning and defense to dozens of public companies (ranging from Fortune 100 to small cap), with notable success in defeating active proxy solicitations, negotiating workable settlement arrangements and persuading activists to reconsider their insurgencies, even after material share accumulations. He and his team have worked opposite many of the most prominent activist funds, including:
- Corvex Management
- Elliott Management
- Engaged Capital
- Icahn Associates
- JANA Partners
- Marcato Capital Management
- Pershing Square Capital Management
- Starboard Value
- Third Point
- Trian Partners
- ValueAct Capital
Mr. Gerstein has provided mergers and acquisitions counseling to numerous public and private companies, including A.O. Smith, Codexis, Cogent, Delphi Automotive, GATX Corporation, Host Hotels and Resorts (a public REIT), Koch Industries, Libbey Inc., Nissan, Omnicom, Orbitz Worldwide Inc., QEP Resources, Inc., Simon Property Group, Sirona Dental 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 chaired and serves on the executive committee of Northwestern University’s Ray Garrett Jr. Corporate and Securities Law Institute.
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.
Mr. Gerstein’s M&A transactions include:
- 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
- Koch Industries, Inc.’s 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
- Koch Industries in its US$7.2 billion acquisition of Molex Incorporated, a designer and manufacturer of electronic components
- The acquisition by affiliates of Koch Industries of INVISTA from DuPont in a US$4.4 billion transaction
- Entercom in its $3 billion acquisition of the Radio division of CBS, in a “reverse morris trust” transaction”
- 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