Clifford E. Neimeth: Lawyer with Greenberg Traurig, LLP

Clifford E. Neimeth

Shareholder
Phoenix,  AZ  U.S.A.
Phone602.445.8372

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Experience & CredentialsOther Offices
 

Practice Areas

  • Public Company Mergers and Acquisitions
  • Business Combinations
  • Sponsored Buyouts
  • Going-Private Transactions
  • Corporate Takeovers and Control Contests
  • Stockholder Activism
  • Fiduciary Duty Litigation
  • Corporate Governance
 
Contact InfoTelephone: 602.445.8372
Fax: 602.445.8619
http://www.gtlaw.com/People/Clifford-E-Neimeth
 
University City University of New York at Baruch College, B.B.A., Finance, 1982
 
Law SchoolUniversity of Bridgeport School of Law, J.D., summa cum laude, 1985 Associate editor, Law Review
 
Admitted1986, New York; Arizona
 
Memberships 

Professional & Community Involvement
•Advisory Board, The M&A Deal Lawyer
•Member, Law360 Mergers & Acquisitions Editorial Advisory Board
•Member, American Bar Association (Section of Business Law)
•Member, New York State Bar Association
•Member, Arizona State Bar Association
•Member, Association of the Bar of the City of New York
•Member, ABA Committee on Negotiated Acquisitions; Subcommittee on M&A Jurisprudence; Public Company Mergers Task Force; ABA Subcommittee on Corporate Governance

 
BornNew York, N.Y., November 20, 1958
 
Biography

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
•Corporate governance
•Delaware Court of Chancery and Delaware Supreme Court fiduciary litigation
•Insolvent and distressed issuer and M&A transactions

Associated News & Events
09.24.14 72 Greenberg Traurig New York Attorneys Recognized in 2014 Edition of New York Metro Super Lawyers
02.21.14 6 Greenberg Traurig Attorneys Appointed to Editorial Advisory Boards
11.22.13 Greenberg Traurig Recognized at Annual Americas M&A Atlas Awards
02.18.10 Greenberg Traurig Client Home Diagnostics Enters into Merger Agreement with Nipro Corporation
02.22.99 Continued Surge in Public REIT M&A Activity

Published Articles
03.19.14 Takeaways From Del. High Court's MFW Ruling
09.01.11 $17.50 from Column A and $17.50 from Column B: 50/50 Split Implicates Revlon
09.01.09 Negotiating Value and Dilution Risk in Stock-for-Stock Mergers
06.06.08 SEC Staff Takes a Position in CSX Lawsuit
04.01.06 Addressing Value and Dilution in Business Combinations
06.01.03 Locked and Loaded: Delaware Supreme Court Takes Aim at Deal Certainty
12.01.02 Inconsistent Application of the SEC's All Holders-Best Price Rule Continues to Chill Tender Offers
12.01.02 One Step or Two? (Delaware's Going-Private Dichotomy)

Alerts
06.26.14 The GT M&A Report, Vol. 6 Ed. 1
05.12.14 Life Sciences & Medical Technology Newsletter, Spring 2014
03.19.14 Delaware Supreme Court: Controller Buyout Mergers can be Reviewed under Business Judgment Rule
12.17.13 The GT M&A Report, Vol. 5 Ed. 2
07.19.13 Delaware Court of Chancery Upholds Facial Validity of Exclusive Forum Bylaws Adopted Unilaterally
05.28.13 The GT M&A Report, Vol. 5 Ed. 1
04.05.13 Public Company M&A Development: Proposed Amendments to Section 251 of the DGCL Should Lead to Increased Use of Negotiated Tender Offers
11.08.12 The GT M&A Report, Vol. 4, Ed. 2
06.21.12 The GT M&A Report, Vol. 4, Ed. 1
11.30.11 The GT M&A Report, Vol. 3, Ed. 2

Awards & Recognition
•Listed, Super Lawyers magazine, New York Metro Super Lawyers, M&A, 2006-2014
•Listed, Super Lawyers magazine, Southwest Super Lawyers, M&A, 2014
•Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of America's Best Corporate Law Firms, 13th Annual Legal Industry Study, 2013

Articles, Publications, & Lectures

Articles
•Cited, How Bad Law, Bad Economics and Bad Policy Positively Shaped Corporate Behavior, Akron Law Review, Vol. 47, No. 753, 2014
•Author, Delaware Supreme Court: Controller Buyout Mergers can now be Reviewed under Business Judgment Rule, The GT M&A Report, Vol. 6 Ed. 1, June 26, 2014
•Author, Fee Shifting Bylaws: Dead on Arrival? Deal Lawyers.com Blog, June 3, 2014
•Author, Takeaways From Del. High Court's MFW Ruling , Law360's Mergers & Acquisitions and Private Equity newsletters, Expert Analysis section, March 18, 2014
•Author, Delaware Court of Chancery Upholds the Facial Validity of Organic Exclusive Forum Provisions, But Future As Applied Challenges Could be a Different Matter, GT M&A Report, Vol. 5, Ed. 2 December 2013
•Cited, Revisiting Omnicare: What Does its Status 10 Years Later Tell Us? Journal of Corporation Law, Vol. 38, No. 4, Summer 2013
•Author, More on Delaware Chancery Upholds Forum Selection Bylaws, deallawyers.com blog, June 27, 2013
•Author, In Re MFW - Del. Chancery Got It Right, Law360, May 30, 2013
•Author, DGCL Section 251 Amendments Should Lead to More Negotiated Tender Offers, DealLawyers, Executive Press, Inc., Vol. 7, No. 3, May-June, 2013
•Author, Delaware Chancery's Latest on Business Judgment Rule Unification: In Re MFW hareholders, DealLawyers.com Blog, May 30, 2013
•Author, NetSpend: Delaware Chancery Criticizes Single-Buyer Negotiating Strategy, Use of Don't-Ask-Don't-Waive Clause & Revlon Process, But Denies Injunction, DealLawyers.com Blog, May 22, 2013
•Author, DGCL Amendments Could Increase Negotiated Tender Offers, Law360, April 12, 2013
•Author, Public Company M&A Development: Proposed Amendments to Section 251 of the DGCL Should Lead to Increased Use of Negotiated Tender Offers , Knowledge Mosaic, April 8, 2013; GT Alert, April 5, 2013
•Co-Author, $17.50 from Column A and $17.50 from Column B: '50/50 Split' Implicates Revlon, Deal Lawyers, Executive Press, Inc., Vol. 5, No. 5, September-October 2011
•Author: Never Say Never, But, You May Have to Wait Two Years-The Delaware Court of Chancery's Airgas Decision, Deal Lawyers, Vol. 5, No. 2, March-April 2011
•Cited, Common Agency and the Public Corporation, Vanderbilt Law Review, Vol. 63, No. 5, 2010
•Author, Negotiating Value and Dilution Risk in Stock-for-Stock Mergers, Deal Lawyers, Vol. 3, No. 5, September-October 2009
•Author, Reversing Course: Delaware's Supreme Court Provides Comfort to Directors Regarding Revlon Process and Bad Faith, Deal Lawyers, Vol. 3, No. 3, May-June 2009
•Author, Boards Can't Watch a Sale Unfold from the Balcony: Nine Take-Aways from Lyondell, The M&A Deal Lawyer, Vol. 2, No. 5, September-October 2008
•Author, After Omnicare: Delaware Chancery Court Denies Injunction Against Target Merger Agreement, The M&A Deal Lawyer, September 2008
•Author, Jumping Over Standstills, The M&A Deal Lawyer, Vol. 2, No. 4, July 2008
•Author, MACular Generation - The Sanctity of Merger Agreements in the Prevailing Credit Market, October 2007
•Author, I'll Swap Two Derek Jeters and a Pack of Cherry Bazooka for Five Barry Bonds? The M&A Deal Lawyer, July August 2007
•Cited, Bulletproof: Mandatory Rules for Deal Protection, Journal of Corporation Law, Vol. 32, No. 865, Summer 2007
•Author, Breakup Fees Are Rising - But Still Reasonable, Dow Jones Corporate Governance Advisor, August 30, 2006
•Author, SEC Staff Takes a Position in CSX Lawsuit, DealLawyers.com Blog, June 6, 2006
•Cited, Shareholders Push for Majority Rule, CFO Magazine, April 1, 2006
•Author, A Pill Worth Chewing - An Analysis of the News Corp Rights Plan Litigation and Settlement, The Deal, April 2006
•Author, Addressing Value and Dilution Uncertainty in Public Business Combinations, M&A Insights, April 2006
•Author, The Majority Vote Initiative: Reexamining the Balance of Power between Principal and Agent, March 2006
•Author, Boards Need to See the Big Picture on Merger Payouts, Dow Jones Corporate Governance Report, February 16, 2005
•Author, On the Ground with Special Committees, New York Law Journal (Annual M&A Survey), November 8, 2004
•Author, Europe Stands Aside as PeopleSoft Battle Proceeds, Barron's, November 1, 2004
•Author, Locked and Loaded: Delaware Supreme Court Takes Aim at Deal Certainty, M&A Lawyer, May 2003
•Author, Changes of SOX, The Daily Deal, January 24, 2003
•Author, Great Expectations, The Deal.com, January 23, 2003
•Author, One Step or Two? Delaware's Going-Private Dichotomy, The Journal of Investment Compliance, Winter 2002/2003
•Author, Inconsistent Application of the SEC's 'All Holders-Best Price' Rule Continues to Chill Tender Offers, The Journal of Investment Compliance, Winter 2002/2003
•Author, M&A Voting Support, Venture Capital Journal, Winter 2002/2003
•Author, M&A Prognosis for 2002 - A Public M&A Lawyer's Perspective, The Daily Deal, June 12, 2002
•Author, Prognosis Positive, The Deal.com, June 11, 2002
•Author, Price Protection in Stock-for-Stock Mergers, The Daily Deal, February 26, 2002
•Author, MAC Outs After IBP and September 11, 2001, Monday Business Review
•Author, A Practical Analysis of Regulation M-A, Liberal Shareholder Communications and Takeover Techniques
•Author, U.S. Securities Law Implications of Corporate Restructurings (Chapter 14, Volume II), A Comprehensive Review and Analysis of Financial Restructurings and Business Reorganizations, American Bar Association Section of Business Law
•Author, An Analysis of Regulation FD, The Institutional Investor
•Quoted, regarding several instances whereby public company sellers in high profile deals recently have agreed to qualify (using macro exceptions akin to the carve outs typically appearing in a Material Adverse Event definition) the prospective circumstances constituting an intervening event enabling the seller's board to withdraw its declaration of advisability of the merger agreement and arguing that this inappropriately conflates distinct provisions of a merger agreement serving vastly different purposes (one fiduciary and the other purely a closing condition/right to terminate), Law360, August 22, 2013
•Quoted, AT&T's Leap Deal Puts Seller-Friendly Twist On MAC Clause, Law360, July 15, 2013
•Quoted, with respect to the Delaware Court of Chancery's decision in In re MFW Shareholders Litigation wherein Chancellor Strine announced for the first time a template for controlled target companies and controlling stockholders to follow in order to obtain the business judgment rule, rather than the entire fairness, standard of judicial review in litigation challenging controller take-private merger transactions and thereby eliminating the long-standing Delaware dichotomy for judicial review of controller take-private transactions effected by means of tender offer and second step merger vis a vis a single-step merger, Law360, June 13, 2013
•Quoted, with respect to Delaware Chancery Court Kallick v. Sandridge decision that incumbent board's failure to approve opposition slate of directors for purposes of poison put covenant in credit agreement (and other debt instruments) could constitute a breach of the directors' duty of loyalty. M&A Deallawyers, March 2013
•Quoted, Delaware Chancellor Declines to Stop Airgas Poison Pill, DealLawyers.com, February 17, 2011
•Quoted, Strategic Buyers Emulating Private Equity Sponsors? (The Mars-Wrigley Merger Agreement), The Deal Lawyer, July 14, 2008
•Quoted, Recent M&A Slowdown to Continue into New Year, Boston Business Journal, January 2008
•Quoted, More on the Recent MAC Clause Cases, DealLawyers.com, January 2008
•Quoted, As Tender Offers Sizzle, Lawyers Cook, The National Law Journal, June 25, 2007
•Quoted, Regarding Today's Poison Pill (a/k/a, Stockholder Rights Plans) Landscape DealLawyers.com, Feb. 1, 2007
•Quoted, The Non-Plurality: Shareholders Push for Majority Rule, CFO Magazine, April 1, 2006
•Quoted, Securities and Exchange Commission Release No. 34-52968 (regarding need to amend Rules 14d-10 and 13e-4 to address all holders/best price rule uncertainty surrounding employment, compensation and other commercial arrangements in connection with third party and issuer tender offers), December 2005
•Quoted, Hurricane Katrina May Spark Re-evaluation of MAC Clauses, Dow Jones Corporate Governance Reporter, October 12, 2005
•Quoted, Impact of WorldCom Deal's Collapse Is Still Being Assessed, Compliance Week, April 2005
•Quoted, New Diligence In Proving Cooperation Advised As SEC Looks to Log-Keeping, Dow Jones Corporate Reported, February 16, 2005
•Quoted, Boards Need to See Big Picture On Big Merger Payouts, Dow Jones Corporate Governance Reporter, February 16, 2005
•Quoted, WorldCom Settlement Collapse and Future Litigation, Compliance Week, February 15, 2005
•Quoted, Perry Ellis Snags Licensee, The Daily Deal, February 4, 2003.
•Quoted, Tracking Stocks Unlock Obscured Value, but Risk Stockholder Tension, The Journal of New England Business & Technology, June 26, 2000
•Mentioned for representing significant shareholder Fairholme Funds, Inc. in General Motors Holdings, LLC's acquisition of AmeriCredit Corp.: Big Deals, American Lawyer, October 2010

Lectures
•Panel Chair Anatomy of a Proxy Contest: Process, Tactics & Strategies, DealLawyers.com Webcast, October 22, 2014 with co-panelists Institutional Shareholder Services, Joele Frank Wilkinson Brimmer Katcher and MacKenzie Partners
•Keynote Speaker Stockholder Activism: The Current Landscape and Trends (an open discussion of the drivers, methodologies, tactics and outcomes), sponsored by the Society of Corporate Governance Secretaries &Governance Professionals, Phoenix Chapter, and held at Freeport-McMoRan, Phoenix, Arizona, June 4, 2014
•Panel Chair M&A Deal Protections: The Latest Developments and Techniques, DealLawyers.com Webcast, September 18, 2012 with co-panelists Richards, Layton & Finger and Potter Anderson
•Chairman and Keynote Speaker, Takeover Defense, Stockholder Activism and Corporate Governance, sponsored by Harvard Business School Association of Orange County, with co-panelists from Institutional Shareholder Services, Inc. (ISS); Houlihan Lokey; and Mackenzie Partners, November 2011
•Panel Speaker, Dissecting the Modern Poison Pill, DealLawyers.com Webcast, September 30, 2010 with co-panelists Wachtell Lipton Rosen & Katz and Morris Nichols
•Panel Chair, Deal Protections and Public M&A Transaction Structures: The Latest Developments and Trends in an Economic Tsunami DealLawyers.com Webcast, May 12, 2009 with co-panelist Richards, Layton & Finger P.A.
•Panel Chair and Speaker, Material Adverse Change Clauses in M&A Deals: Current Enforcement Trends, Teleconference, April 30, 2009 with co-panelists Kaye Scholer and Reed Smith
•Panel Chair, How to Change Your Advance Notice Bylaws, with Co-Panelists, Potter Anderson & Corroon LLP, September 4, 2008
•Panel Chair, Negotiating MAC Clauses Teleconference, June 24, 2008
•Panel Chair, Private Equity and Hedge Fund Convergence, The M&A Forum 2008, Southampton, New York, June 17, 2008
•Panel Chair, Institutional Investments and Shareholder Activism presented to The Society of Corporate Secretaries and Governance Professionals, Phoenix, AZ Chapter, April 29, 2008
•Panel Chair, Deal Protections: The Latest Developments, with co-panelists, Richards Layton & Finger, March 7, 2007
•Panel Speaker, Director Responsibilities and Boardroom Culture in the Current Governance Environment, with co-panelists Richard Breeden and Hon. Peter J. Wallison, The Washington Press Club, April 22, 2005
•Panel Speaker, The Duties and Function of the Compensation Committee in Today's Corporate Director Environment, American Association of Public Corporations, March 2005

Miscellaneous
•Course materials for Prentice Hall Law & Business Seminar: Restructuring Financially Troubled Companies (Techniques that Work Today)
•Participated with Drafting Subcommittee on Proxy Solicitations and Tender Offers, Committee on Federal Regulation of Securities, Section of Business Law of the American Bar Association regarding SEC Staff proposal to define tender offers and regulate substantial share acquisitions
•Commentary published in The M&A Deal Lawyer and Knowledge Mosaic, regarding the Delaware Chancery Court's recent Kallick v. SandRidge Energy, Inc. decision, whereby Chancellor Strine ruled that the failure of an incumbent board to approve in an election contest an opposition slate of directors for purposes of avoiding the consequences of a poison put covenant in a debt indenture, can constitute a breach of the duty of loyalty. (Also at New York, N.Y. Office)

 
Reported CasesSignificant Representations; Anworth Mortgage Asset Corporation: Represented 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.: Represented Special Committee of Board of Directors in connection with sale of Atlantic Blue Group's controlling interest to private equity group, 734 Agriculture LLC. Metropolitan Health Networks, Inc.: sale of Metropolitan by cash merger with affiliate of Humana, Inc. Terremark Worldwide, Inc.: sale to Verizon Communications Inc. Instantis, Inc.: sale to Oracle, Inc. IDACORP, Inc.: Representation of incumbent directors with respect to various M&A, activist stockholder 14a-8 proposals and corporate governance matters; 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: Represented 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: Represented co-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 health care 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.
 
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Delaware Supreme Court: Controller Buyout Mergers can be Reviewed under Business Judgment Rule
Clifford E. Neimeth, March 27, 2014
In a significant case of first impression, the Delaware Supreme Court (“Delaware Supreme Court”), in Kahn v. M&F Worldwide Corp. (“M&F Worldwide”), No. 334, 2013 (Del. Mar. 14, 2014), unanimously affirmed that a controller’s buyout of its subsidiary in a negotiated...

Takeaways From Del. High Court's MFW Ruling
Clifford E. Neimeth, March 26, 2014
In a significant case of first impression, the Delaware Supreme Court, in Kahn v. M&F Worldwide Corp. (M&F Worldwide), No. 334, 2013 (Del. Mar. 14, 2014), unanimously affirmed that a controller’s buyout of its subsidiary in a negotiated merger is entitled to judicial review under the...
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Clifford E. Neimeth

2375 East Camelback Road, Suite 700
PhoenixAZ 85016




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