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