| Biography | Dennis J. Block is the senior chairman of the firm's global Corporate, Mergers & Acquisitions Practice. He has handled numerous mergers and acquisitions transactions - both hostile and friendly - on behalf of acquirers, targets, and investment banks. The range of transactions includes mergers, acquisitions, proxy contests, joint ventures, third-party tender offers, self-tender offers, and spin offs, and other forms of corporate restructurings and financings. As a corporate counselor, Dennis has been retained to represent public companies, entrepreneurs, private equity and hedge funds, and investment and commercial banks in connection with issues of major public interest and debate. For example, he represented the Business Roundtable regarding corporate governance issues, Texaco regarding discrimination matters, Cendant directors regarding board liability, General Motors regarding Ross Perot, and Merrill Lynch regarding the Orange County bond default and in the Nasdaq litigation in which Dennis was the industry negotiator for the $1 billion settlement. Dennis' practice includes the general representation, either on a continuous basis, or from time to time, of a number of large publicly-held corporations, including Pfizer Inc., Bear, Stearns & Co. (now part of JPMorgan Chase), Quaker Oats Company (now part of PepsiCo), Procter & Gamble, Merrill Lynch, CBS, US WEST (now part of Qwest Communications International), General Electric, General Motors, Telstra, Inc., MediaOne Group (now part of AT&T), Dayton Power and Light, J.C. Penney, Six Flags, Wakefern Food Corp. (ShopRite), Mack-Cali, True Religion and Trian Partners. Dennis' practice involves the representation of Corporate Boards and Audit, Compensations, and Special Committees thereof in connection with numerous issues, including corporate governance. Dennis also represents public companies in connection with Securities and Exchange Commission (SEC) matters, including investigations. Dennis has been Co-Chairman of the Committee on Corporate Counsel and a member of the Council of the Section of Litigation of the American Bar Association. From 1993-1998, Dennis served as a member of the Committee on Corporate Laws of the Section of Business Law of the American Bar Association. He has co-authored The Business Judgment Rule: Fiduciary Duties of Corporate Directors (5th ed. 1998 and Supp. 2000). He was also co-author of a monthly column in the New York Law Journal, co-editor of The Corporate Counsellor's Deskbook (5th ed. 1999), and a member of the editorial boards of several legal publications. In addition to writing, Dennis frequently lectures on mergers and acquisitions, the business judgment rule, corporate governance, federal securities laws, corporate litigation, the attorney-client privilege, professional responsibility, and indemnification and insurance of corporate officials. He has consistently been ranked in the first tier as one of the leading corporate/M&A lawyers in Chambers Global and included in Best Lawyers in America. Dennis is a graduate of Brooklyn Law School where he teaches Advanced Corporate Law as an Adjunct Professor. Before entering private practice, Dennis was a Branch Chief for Enforcement in the New York Regional Office of the SEC. Areas of Concentration ˇ Mergers and acquisitions ˇ Proxy contests ˇ Joint ventures ˇ Third-party/self tender offers ˇ Other corporate restructurings ˇ Corporate governance and board representation ˇ SEC matters ˇ Finance ˇ Risk management Significant Representations ˇ DPL in its acquisition by AES Corp. ˇ Pfizer Inc. in its acquisition of King Pharmaceuticals, Inc. ˇ Pfizer Inc. in its acquisition of Wyeth ˇ Pfizer Inc. in its sale of the Capsugel business to KKR ˇ Bear Stearns Companies Inc. acquisition by JPMorgan Chase ˇ Pfizer Inc. in the sale of its Consumer Business to Johnson & Johnson ˇ Republic Bancorp Inc. in its merger with Citizens Banking Corporation ˇ The Procter & Gamble Company in its acquisition of The Gillette Company ˇ Pfizer Inc. in its acquisition of Vicuron ˇ StorageTek in its acquisition by Sun Microsystems ˇ Pfizer Inc. in its acquisition of Pharmacia Corporation ˇ Quaker Oats in its acquisition by PepsiCo Inc. ˇ The Bear Stearns Companies Inc., financial advisor to General Motors, in connection with the sale of GM's subsidiary Hughes Electronics Corporation to EchoStar Communications Corporation ˇ Houghton Mifflin Co. and the special committee of its board in its acquisition by Vivendi Universal ˇ Pfizer Inc. in its acquisition of Warner-Lambert ˇ US WEST in its merger with Qwest ˇ Investment bankers for RJR Nabisco in its acquisition by KKR ˇ NCR and its merger with AT&T ˇ MediaOne and its merger with AT&T ˇ The General Electric in its attempted acquisition of Kemper Insurance ˇ US WEST and its acquisition of Continental Cablevision and US WEST's joint venture with Time-Warner and its subsequent split-off of MediaOne Group ˇ Westinghouse and its acquisition of CBS ˇ Macy's in its takeover fight with Federated Department Stores ˇ J.C. Penney in its acquisition of Eckerd Drugs ˇ Bally's in its acquisition by Hilton Hotels and the subsequent split-off of Park Place Entertainment ˇ Toys "R" Us and its acquisition of Baby Superstores ˇ Dresser Industries in its merger with Halliburton ˇ Arbor Drugs in its acquisition by CVS ˇ NacRe in its acquisition by XL *Certain of the above representations were handled by Mr. Block prior to his joining Greenberg Traurig, LLP. Professional & Community Involvement Dennis is an active leader in the legal community. Recent roles are highlighted below. ˇ Member, American Bar Association, 1969-present
- Member, The Fellows of the American Bar Foundation, 1988-present
- Member, Section of Litigation
-- Member, Committee on Securities Litigation, 1988-present
- Member, Section of Business Law
-- Member, Committee on Federal Regulation of Securities, 1988-present
-- Member, Subcommittee on SEC Practice and Enforcement Matters, 1988-present
-- Member, Subcommittee on Proxy Solicitations and Tender Offers, 1988-present
-- Member, Committee on Counsel Responsibility and Liability, 1988-present
-- Member, Committee on Business and Corporate Litigation, 1991-present
-- Member, Task Force on Specialize Courts
-- Chairman, Drafting Committee, Comment Letter on SEC Proposed Rule 24a-1, Litigation Subcommittee on Committee on Federal Regulation of Securities ˇ Member, UJA-Federation of New York, Lawyers Division
- Past chairman, 1989-1991 ˇ Member, Board of Directors, Junior Achievers of New York (JANY), 2005-present ˇ Member, Board of Trustees of Supreme Court Historical Society, 2010-present ˇ Member, The American Law Institute, 1983-present ˇ Member, The Association of the Bar of the City of New York, 1984-present ˇ Member, American Society of Corporate Secretaries, 2000-present ˇ Member, Law Firm Advisory Committee of the Metropolitan Corporate Counsel, 1993-1998 ˇ Member, New York State Governor's Task Force on Commercial Courts, 1992-1993 ˇ Member, Advisory Committee to Annual Abraham L. Pomerantz Lecture Series, Brooklyn Law School ˇ Adjunct professor, Brooklyn Law School, 1999-present Awards & Recognition ˇ Named, BTI Client Service All-Star, BTI Consulting Group, 2012 ˇ Listed, one of the Lawdragon 500 Leading Lawyers in America, Lawdragon.com, 2011 ˇ Named, "Dealmaker of the Year," The American Lawyer, 2000, 2003 and 2010 ˇ Named, "Most Influential Lawyers in America," The American Lawyer, 2006 ˇ Listed, Chambers & Partners Global Guide, an annual listing of the leading business lawyers and law firms in the world, 2000-2011 ˇ Listed, Chambers & Partners USA Guide, an annual listing of the leading business lawyers and law firms in the world, 2003-2011 ˇ Listed, The Best Lawyers in America, 2006-2012 ˇ Selected, Super Lawyers magazine, 2006-2011 ˇ Listed, Euromoney's Guide to the World's Leading Mergers and Acquisitions Lawyers, 2011 Articles, Publications, & Lectures Dennis is a frequent author and lecturer. Recent highlights are listed below. Editorial Positions ˇ Member, Business Law Currents Editorial Board, Thompson Reuters, 2011 ˇ Member, Board of Contributing Editors and Advisors, Securities Regulation Law Journal, 1979-present ˇ Member, Board of Contributing Editors and Advisors, The Corporate Law Review ˇ Member, Editorial Board, Inside Litigation, Prentice Hall Law & Business ˇ Member, Editorial Board, Insights, Prentice Hall Law & Business, 1987-present ˇ Member, Advisory Board of Securities Regulation & Law Report, Bureau of National Affairs, Inc. ˇ Member, Editorial Board, Corporation ˇ Member, Board of Editors of Advisors, Executive Counsel ˇ Member, Editorial Board, Mergers and Acquisitions Law Reporter ˇ Member, Editorial Board, The Corporate Governance Advisor ˇ Member, Board of Editors, The M&A Lawyer Articles ˇ Author, "An Analysis of the Corporate Governance and Executive Compensation Provisions in the Dodd-Frank Wall Street Reform and Consumer Protection Act," Association of General Counsel, October 15, 2010 ˇ Author, "SEC Schedule for Implementing Dodd-Frank Act," Association of General Counsel, October 15, 2010 ˇ Author, "Public Company M&A: Recent Developments in Corporate Control, Protective Mechanisms And Other Deal Protection Techniques," Practising Law Institute, November 27, 2006 ˇ Author, "Whistleblower Protection Under the Sarbanes-Oxley Act," New York Law Journal, June 26, 2003 ˇ Author, "Delaware Supreme Court Clarifies Application and Interplay Between Blasius, Unocal Heightened Standards of Review of Board Action," Vol. LXXIV, No. 12, June 16, 2003 ˇ Author, "SEC Adopts Professional Conduct Standards for Attorneys," New York Law Journal, April 24, 2003 ˇ Author, "Disclosure After Sarbanes-Oxley," New York Law Journal, August 22, 2002 ˇ Author, "Review of Tender Offers by Controlling Shareholders," New York Law Journal, June 27, 2002 ˇ Co-author, "SLUSA Preclusion Of Claims Against Brokers," New York Law Journal, April 25, 2002 ˇ Author, "Application of Delaware's 'Raincoat' Provision," New York Law Journal, February 28, 2002 Publications ˇ Co-author, "Implications of the Attorney-Client Privilege and Work Product Doctrine," Internal Corporate Investigations, American Bar Association, Section of Litigation, 2002; updated 2007 ˇ Co-author, The Business Judgment Rule: Fiduciary Duties of Corporate Directors, fifth edition, September 1998; 2000 supplement; 2001 supplement and 2002 supplement ˇ Co-author, A Practitioner's Guide to Acquisition of Companies in the US, City & Financial, 2002 ˇ Co-author, A Practitioner's Guide to the Acquisition of Companies in the U.S., City & Financial, 2002 Lectures ˇ Speaker, "Understanding the Securities Laws," The Practising Law Institute, New York, NY, 2011 ˇ Speaker, "Understanding the Securities Laws," Practising Law Institute, New York, NY, December 7, 2010 ˇ Speaker, "Dodd/Frank Bill," Association of General Counsel Annual Meeting, Washington, D.C., October 15, 2010 ˇ Speaker, 11th Annual Corporate & Securities Law Update, The Association of the Bar of the City of New York, August 7, 2010 ˇ Speaker, "Contests for Corporate Control 2010: Current Offensive & Defensive Strategies in M&A Transactions," Practising Law Institute, New York, NY, February 4, 2010 ˇ Speaker, "Understanding the Securities Laws," Practising Law Institute, New York, NY, December 8, 2009 ˇ Chairman, "Contests for Corporate Control: Current Offensive & Defensive Strategies in M&A Transactions 2007," Practising Law Institute, New York, NY, January 24, 2007 ˇ Speaker, "Introduction to Transactional Practice, What Every Lawyer Needs to Know About Corporate Transactions," The Association of the Bar of the City of New York, NY, November 2, 2006 ˇ Speaker, "Securities Regulators 'Views from the Sources' - Federal Securities Enforcement Perspective," The Association of the City of New York, New York, NY, June 5, 2006 ˇ Speaker, 7th Annual Corporate & Securities Law Update, The Association of the Bar of the City of New York, New York, NY, April 7, 2006 ˇ Speaker, "Investment Banker Conflicts," Securities Industry Association, Florida, March 20, 2006 ˇ Chairman, "Contests for Corporate Control 2010: Current Offensive & Defensive Strategies in M&A Transactions 2006," Practising Law Institute, New York, NY, January 25, 2006 ˇ Speaker, "Crisis Management," Mealey's Insurance and Reinsurance Corporate Counsel Conference, Arizona, December 1, 2005 ˇ Speaker, "Enron, Worldcom, Disney, Spitzer & The FDA: The Revolution in Duties & Liability Beyond Sarbanes-Oxley," The Directors' Roundtable, New York, NY, April 22, 2005 ˇ Speaker, Securities Industry Association - Compliance & Legal Division, Annual Meeting, Corporate Governance (Sarbanes Oxley), California, April 6, 2005 ˇ Co-chairman, "Contests for Corporate Control: Current Offensive & Defensive Strategies in M&A Transactions," Practising Law Institute, New York, NY, January 12, 2005 ˇ Speaker, "36th Annual Institute on Securities Regulation," Practising Law Institute, New York, NY, November 10, 2004 ˇ Speaker, Securities Industry Association - Compliance & Legal Division, Annual Meeting, Phoenix, AZ, March 22, 2004 ˇ Co-Chairman, "Contests for Corporate Control: Current Offensive and Defensive Strategies in M&A Transactions," Practising Law Institute, New York, NY, January 14, 2004 ˇ Speaker, "Creating a Path to Good Governance," Directorship Search Group - Corporate Governance Forum, Chicago, IL, November 19, 2003 ˇ Speaker, "Corporate Governance & Ethics," Securities Industry Association, Fall Compliance Seminar, New York, NY, November 4, 2003 ˇ Speaker, "Complying with the Securities Laws - A Practical Overview," The Association of the Bar of the City of New York, New York, NY, September 19, 2003 ˇ Speaker, "4th Annual Corporate & Securities Law Update, Keeping Current With the Extensive Legal & Business Developments," The Association of the Bar of the City of New York, NY, May 21, 2003 ˇ Speaker, "Corporate Governance," Van Der Moolen Specialists, 2003 Summit in the City, New York, NY, May 16, 2003 ˇ Speaker, "Corporate Governance," Securities Industry Association, Legal and Compliance Division, Annual Meeting, Orlando, FL, April 8, 2003 ˇ Speaker, Annual Corporate Counsel Institute (SarbanesOxley), Georgetown University Law Center, Washington, D.C., March 13, 2003 ˇ Speaker, "The Latest SEC Rules and Proposals, and NYSE and NASDAQ Development," New York State Bar Association 126th Annual Meeting, Program on Corporate Governance Issues as Affected by Sarbanes-Oxley, New York, NY, January 22, 2003 ˇ Chairman, "Contests for Corporate Control: Current Offensive and Defensive Strategies in M&A Transactions," Practising Law Institute, New York, NY, January 15, 2003 ˇ Co-Chairman, "Litigation and Resolution of Complex Class Actions," Glasser Legal Works - 12th Annual Institute, New York, NY, December 2002 ˇ Speaker, "Complying with the Securities Laws: A Practical Overview of the Rules," The Association of the Bar of the City of New York, New York, NY, November 18, 2002 ˇ Speaker, "34th Annual Institute on Securities Regulation," Practising Law Institute, New York, NY, November 8, 2002 ˇ Speaker, "Restoring U.S. Investor Confidence in the New Era of Corporate Integrity," National Press Club, Washington, D.C., October 3, 2002 ˇ Speaker, American Corporate Counsel Association - Annual Ethics Marathon, New York, NY, September 18, 2002 ˇ Speaker, "Forum on M&A," The Harvard Club, New York, NY, May 29, 2002 ˇ Speaker, U.S. Chamber of Commerce - Program on Antitrust on Cross Border Transactions, The World Economic Forum, Washington, D.C., May 21, 2002 ˇ Speaker, "Liabilities Forum 2002," The Third Annual Corporate Governance Forum, The Penn Club, New York, NY, February 27, 2002 ˇ Co-Chairman, "11th Annual Institute: Litigation and Resolution of Complex Class Actions," Glasser Legal Works, New York, NY, January 31 and February 1, 2002 ˇ Chairman, "Contests for Corporate Control: Current Offensive and Defensive Strategies in M&A Transactions 2002," Practising Law Institute, New York, NY, January 16, 2002 |