Clifford E. Neimeth has 29 years of experience designing, structuring, negotiating, managing and completing public M&A transactions having more than $150 billion in aggregate value for deal principals, including public company acquirors, sellers and investors; boards of directors and special committees; controlling stockholders; private equity sponsors; hedge funds; and distressed issuers, in cash mergers and acquisitions; complex business combinations, strategic mergers and MOEs; stockholder activism, proxy fights, contests for corporate control, hostile takeovers and takeover defense; going-private, MBO and LBO transactions; auctions; divestitures; topping bids; issuer restructurings, Chapter 11 reorganizations and recapitalizations; and Revlon, Unocal, entire fairness, deal protection and disclosure litigation matters. Cliff also represents financial advisory firms and fairness opinion providers in M&A transactions.
Cliff leads multi-disciplinary legal and commercial deal teams in a wide-variety of public M&A transactions and corporate governance matters and routinely advises public company boards, special committees and executive management regarding their fiduciary duties, corporate governance best practices and M&A deal structures, strategies and negotiating techniques.
Cliff is a recognized keynote speaker and panelist at national business conferences and legal seminars. Cliff has been published and quoted frequently in the business media, law journals and other texts regarding the fiduciary duties of directors; M&A deal structures and strategies; deal protection techniques; takeover defense; Delaware fiduciary litigation; corporate governance best practices; and stockholder activism.
Areas of Concentration
•Strategic business combinations and mergers, sale of control transactions, LBOs/MBOs and going-private transactions, corporate control contests, hostile takeovers, proxy fights and takeover defense
•Special committee, audit committee and compensation committee representations
•Institutional stockholder activism
•Delaware Court of Chancery and Delaware Supreme Court fiduciary litigation
•Insolvent and distressed issuer and M&A transactions
Awards & Recognition
•Listed, Super Lawyers magazine, New York Metro Super Lawyers, 2006-2014
•Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of America's Best Corporate Law Firms, 13 th Annual Legal Industry Study, 2013 (Also at New York, N.Y. Office)
|Reported Cases||Anworth Mortgage Asset Corporation: Representing incumbent directors in control contest initiated by Western Investment LLC to replace majority of Board.; World Energy Solutions: Represented incumbent directors in implementation of board compositional changes, strategic initiatives and corporate governance reforms pursuant to settlement agreement with Ardley Partners LLP.; Alico, Inc.: Representation of Special Committee of Board of Directors in connection with announced process to identify and evaluate strategic alternatives.; Metropolitan Health Networks, Inc.: sale of Metropolitan by cash merger with affiliate of Humana, Inc.; Terremark Worldwide, Inc.: strategic merger with Verizon Communications Inc.; Instantis, Inc.: Sale of Instantis by cash merger with affiliate of Oracle, Inc.; Superior Vision, Inc.: Sale to Nautic Partners LLC in management sponsored buyout; Trian Fund Management, LP: appointment of Trian director-nominee to Family Dollar Stores board, and voting and ownership matters relating to Trian's investment in FDS common stock.; Fairholme Funds Ltd.: 29% stockholder initiatives to effect board compositional change and corporate governance reform at The St. Joe Company; representation of Fairholme as major investor and selling stockholder in General Motors acquisition of AmeriCredit Corp.; Home Diagnostics Inc.: Sale to Nipro Corporation (cash tender offer and second-step merger); TTM Technologies, Inc.: stock and cash business combination with Meadville Holdings, Inc.; Silverleaf Resorts Inc.: counsel to special litigation committee in connection with investigation of derivative fiduciary (Revlon process) litigation arising out of pending cash merger agreement to sell Silverleaf to an affiliate of Cerberus Capital Management Ltd.; Natrol Inc.: Sale to Plethico Pharmaceuticals Ltd. (cash tender offer and second-step merger); Berggruen Holdings N.A. Ltd: 32% stockholder in Essilor International Inc.'s cash merger with FGX International Holdings, Inc.; Perry Ellis International, Inc.: winning stalking horse bid in Anchor Blue Corporation's Chapter 11 case; acquisition of Liz Claiborne's C&C and Laundry business units; winning 363 sale bidder for London Fog Group assets in Chapter 11 case; winning stalking horse acquisition of substantially all assets of Tropical Sportswear International Corporation in Chapter 11 case; acquisition by cash merger with Salant Corporation; Aurelius Capital management, L.P.; Fortress Investment Group LLC; Appaloosa Management L.P.: represented unofficial bondholder committee in restructuring of unsecured debt claims in General Motors Chapter 11 reorganization; Glenhill Capital Management, LLC: lead sponsor in private equity and MBO consortium which purchased Restoration Hardware, Inc. (cash merger with equity rollover); Westport Resources Corporation: representation of 31% stockholder in stock-for-stock merger with Kerr-McGee Corporation; Navalmar Transportes Maritimos LDA: acquisition by cash merger with MC Shipping Inc., an entity controlled by affiliates of former Bear Stearns Merchant Banking; Itemus, Inc.: U.S./Canada cross-border acquisition of Digital 4-Sight Corp.; Telefonica, SA: stock-for-stock merger with Lycos, Inc.; iXL Enterprises: merger of equals with Scient Corporation; Polyvision Corporation: special committee of independent directors in merger with Steelcase Inc.; GlobalNet, Inc.: stock-for-stock merger with The Titan Corporation; GFI Group, Inc.: stock-for-stock acquisitions of each of Fenics Ltd and GFInet Inc.; recapitalization transactions; ILM Senior Living Inc.: stock and cash election merger with Capital Assisted Living Corporation and related going-private transactions; Silverline Technologies Ltd: stock-for-stock merger with Seranova, Inc.; U.S. Sugar Corporation: counsel to board of directors in proposed sale of real estate and business assets to South Florida Water Management District; MetLife Inc.: counsel to board of directors in auction sale of Stuyvesant Town and Peter Cooper Village; Atari Inc.: special committee of independent directors in sale and financing transactions with corporate parent, Infogrames SA; Vie Financial Group, Inc.: special committee of independent directors in going-private and related transactions; Entertainment Distribution Corporation: MBO group in proposed sponsored buyout of audio-video (DVD/CD) distribution business segment of $ multi-billion international music, entertainment and media conglomerate; Vocus Inc.: adoption of poison pill and representation of incumbent Board in connection with hedge fund open-market accumulation of Vocus common stock and related derivative securities transactions; Mednax, Inc.: implementation of non-plurality voting and director resignation policy; Criticare Systems, Inc.: represented incumbent board in proxy fight conducted by dissident stockholder; Kona Grill Inc.: defense of incumbent directors in short-slate election contest initiated by Millroad Capital; adoption of rights plan; Enzo Biochem Inc.: defense of incumbent directors in short-slate election contest initiated by dissident stockholder group; Gencor Industries, Inc. defense of incumbent directors in short-slate election contest initiated by dissident stockholder group; Emerging Vision, Inc.: defense of incumbent board of directors in board control election contest initiated by dissident stockholder group; Mission Partners, LP: insurgent election contest to replace majority of Syntellect, Inc. incumbent directors; Wynnefield Capital Management LLC: Dissident stockholder proposal and proxy contest.; Morgan Joseph Triartisan: financial advisor in Richardson Electronics Ltd's sale of its wireless division to Arrow Electronics Inc.; financial advisor to American Real Estate Partners (Carl Icahn) in proposed acquisition of Lear Corp.; financial advisor to AREP in acquisition of substantially all of Federal Mogul's assets in U.S./UK Chapter 11 case; financial advisor to Fairchild Corporation in sale of industrial fastener business to Alcoa Inc.; Sun Capital, LLC/SF Equities: portfolio investments in The Sharper Image Corporation, Pier 1 Imports, Eddie Bauer Holdings, Inc., Design Within Reach Inc., Wilsons - - The Leather Experts, Nautilus Inc, C&D Technologies, The Finish Line, American & Italian Pasta Co., and Georgia Gulf Corp; Acqua Wellington Capital/Azimuth Investors Ltd: portfolio investments in Acqua Biotech Laboratories, Acusphere, Inc., Arena Pharmaceuticals, Ariad Pharmaceuticals, Barrier Technologies Ltd, Corgenetech, Inc., CV Therapeutics Inc.; DepoMed Inc., Dynavax Pharmaceuticals inc., Technologies Corp., Nanogen, Inc., Pharmacyclics Inc., Syntroleum Corporation, Titan Pharmaceuticals and Solexa, Inc.; Polo Ralph Lauren: counsel to board committee regarding corporate governance matters; Silvercorp Metals Inc.: unsolicited U.S./Canada cross-border exchange offer to acquire Klondex Mines Ltd.; Vitacost Inc: adoption of stockholder rights plan in response to activist stock accumulation; Allied Defense Group: adoption of stockholder rights plan and strategic defense initiatives in connection with activist threats from Pirate Capital; Providence Recovery Partners: investor activist initiatives in connection with Benihana Restaurants, Inc., Foot Locker and The New York Times ; Wireless Telecom Group, Inc.: acquisition of outstanding capital stock of Willtek Communications GmbH; CD Capital Partners, L.P. (co-investor with Jay Pritzker Foundation and Zell Real Estate Partners): activist initiatives facilitating auction and sale of Sunterra Corp.; HIG Capital/Bayside Advisors: acquisition of controlling voting interests in Westaff, Inc. and Milacron, Inc (Ohio Plastics); FTI Consulting, Inc.: acquisition of KPMG's litigation support and dispute advisory businesses; Care Realty LLC: stock and cash acquisition of substantially all of the healthcare business assets of The MediTrust Companies; Miesrow Financial Group: acquisition of KPMG's corporate recovery practice business; Seitel Inc.: M&A and recapitalization transactions in Chapter 11 reorganization; CarmCo Investments Fund; acquisition of SonicBlue Inc.'s Go-Video' business in Chapter 11 auction; Big Entertainment Inc.: Preferred equity investment and loans by CBS Corporation; establishment of Hollywood.com. The below representations were handled by Mr. Neimeth prior to his joining Greenberg Traurig, LLP: ; The Quaker Oats Company: Cash tender offer and merger with Snapple Beverage Corp.; sale of domestic pet foods business to H.J. Heinz Company and Star-Kist Foods, Inc.; sale of Chili and processed beans business to ConAgra Inc./Hunt-Wesson, Inc.; Cendant Corporation (CUC International Inc., as predecessor): Multi-billion dollar stock-for-stock acquisitions of Ideon Group, Inc., Davidson & Associates, Inc., Sierra On-Line, Inc. and Advance Ross Corporation.; Lehman Brothers Inc.: Initial public offering of H Power Inc. common stock.; Ladenburg Thalmann: Various M&A advisory and fairness opinion engagements.; General Motors Corporation: Spin-off of Electronic Data Systems and sale of Class E tracking stock; various corporate governance matters.; J.C. Penney Company, Inc.: Adoption of poison pill, stock buyback and related antitakeover program; leveraged ESOP; note private placement and registration of employee plan interests.; Western Mining Corporation Holdings Limited: Cash tender offer for Grandview Resources Inc.; Merrimac Corporation: Cash tender offer for Catalyst Energy Corporation.; G-I Holdings Inc.: Cash tender offer for U.S. Intec, Inc.; Harvard Industries, Inc.: Cash tender offer for Hayes-Albion Corporation.; Oppenheimer & Co., Inc.: Cash tender offer for Standard Microsystems Corporation by SMC Acquisition Corp.; Dover Downs Entertainment, Inc.: Underwritten primary and secondary offerings of common stock.; Royal Oak Mines, Inc.: Hostile tender offer for LAC Minerals Ltd. and related MJDS offering of common stock.; GAF Corporation/G-I Holdings, Inc.: Sale of chemical surfactants business to Rhone-Poulenc, S.A.; exchange offer for subordinated debt.; Odyssey Partners, L.P.: Strategic equity investments; tender offers; mergers and acquisitions; corporate restructurings involving public and private companies.; Corporate Partners, L.P.: The State Board of Administration of Florida and Corporate Offshore Partners, L.P.: Investment in Phar-Mor, Inc. and related transactions.; CSFB-DLJ/The Clipper Group: Preferred equity investment in Ranpak Corp.; General Electric Capital Corporation: Equity investment in Penske Truck Lease Corporation and related debt refinancings.; SEACOR SMIT Inc.: Initial Public Offering (IPO) and subsequent underwritten primary and secondary offerings of common stock; cash and stock-for stock mergers convertible debt offerings pursuant to Rule 144A and Regulation S.; Amer Reefer Co. Ltd.: 144/A Reg S offering of $150 million principal amount of First Preferred Mortgage Notes with subsequent A-B exchange offer.; Pegasus Shipping (Hellas) Ltd.: 144A/Regs Offering of $100 million principal amount of 11-7/8% Senior Subordinated Secured Notes and subsequent A-B exchange offer.; Dr. Pepper Bottling Company of Texas: Tender offer for subordinated debt and consent solicitation.; JPS Textile Group, Inc.: Debt and equity tender offers, exchange offers and consent solicitations; prepackaged bankruptcy reorganization.; Crystal Brands, Inc.: Sale of Gant Corporation to Phillips Van-Heusen; sale to Jones Apparel Group, Inc. of Evan-Picone trademark and licenses; sale and licensing of men's tailored clothing and formal wear businesses to Plaid Clothing Group, Inc., sale of LaCoste Alligator, S.A. to Sporloisirs, S.A. and LaCoste family; bank loan restructuring.; Carson Pirie Scott & Co.: Chapter 11 reorganization.; The Leslie Fay Companies, Inc.: Chapter 11 reorganization.; AMR Corporation/American Airlines, Inc.: Joint bid with Trans World Airlines, Inc. to purchase Pan American Corporation assets in Chapter 11 auction.; Charter Medical Corporation: 144A placement of $375 million principal amount of 11 percent Senior Subordinated Notes.; Cineplex Odeon Corporation: Management buyout and change-in-control transactions with MCA Corporation.; Olympia & York Development Ltd: Chapter 11 plan of reorganization.; Forstmann & Company, Inc.: Initial public offering and related debt restructuring transactions.; P.A. Berger & Co.: Chapter 11 reorganization.; Avatar Holdings Inc.: Exchange Offer and consent solicitation in respect of 9% Senior Subordinated Debentures.; The Essex Companies: Merger of ECC Communications Corp. with Essex Communications Holdings Corp.; New York State Business Venture Partnership I: Series C Convertible Preferred Stock Investment in Video Broadcasting Corporation.; Federated Department Stores: Representation of official creditors' committee in Chapter 11 reorganization.|