Dennis J. Block is the Senior Chairman of the firm's Global Corporate M&A 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 handled by Dennis 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 been consistently 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.
Awards & Recognition
•Listed, Chambers Global, Corporate/M&A (USA), 2015
•Listed, The Best Lawyers in America, Corporate Governance Law; Corporate Law; Mergers and Acquisitions Law, 2006-2015
•Listed, Super Lawyers magazine, New York Metro Super Lawyers, 2006-2014
•Listed, Top 100 Lawyers in New York, 2013
•Listed, The Legal 500 United States, Mergers, Acquisitions and Buyouts - M&A: Large Deals - Leading Lawyers, 2012-2014
•Listed, Chambers USA Guide, 2003-2014
•Eminent Practitioner, 2014
•Listed, Chambers Global, Corporate/M&A, 2000-2014
•Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of America's Best Corporate Law Firms, 13th Annual Legal Industry Study, 2013
•Named, Client Service All Star, BTI Client Service All-Stars Report, 2012
•Listed, Euromoney's Guide to the World's Leading Mergers and Acquisitions Lawyers, 2011
•Listed, Lawdragon 500, Leading Lawyers in America, 2011
•Named, Dealmaker of the Year, The American Lawyer, 2000, 2003 and 2010
•Named, Most Influential Lawyers in America, The American Lawyer, 2006
•Rated, AV Preeminent 5.0 out of 5
AV, BV, AV Preeminent and BV Distinguished are registered certification marks of Reed Elsevier Properties Inc., used under in accordance with the Martindale-Hubbell certification procedures, standards and policies.
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Articles, Publications, & Lectures
Dennis is a frequent lecturer and author. Recent highlights are listed below.
•Business Law Currents Editorial Board, Thompson Reuters, 2011
•Board of Contributing Editors and Advisors, Securities Regulation Law Journal, 1979-present
•Board of Contributing Editors and Advisors, The Corporate Law Review
•Editorial Board, Inside Litigation, Prentice Hall Law & Business
•Editorial Board, Insights, Prentice Hall Law & Business, 1987-present
•Advisory Board of Securities Regulation & Law Report, Bureau of National Affairs, Inc.
•Editorial Board, Corporation
•Board of Editors of Advisors, Executive Counsel
•Editorial Board, Mergers and Acquisitions Law Reporter
•Editorial Board, The Corporate Governance Advisor
•Board of Editors, The M&A Lawyer
•Co-author, Implications of the Attorney-Client Privilege and Work Product Doctrine, Internal Corporate Investigations, American Bar Association, Section of Litigation, 1992; updated 2002; 2007
•Co-author, The Business Judgment Rule: Fiduciary Duties of Corporate Directors, Prentice Hall Law & Business November 1986; second edition October 1988; third edition, October 1989; fourth edition, October 1993; fifth edition, September 1998; 2000 supplement; 2001 supplement and 2002 supplement
•Co-author, A Practitioner's Guide to Acquisition of Companies in the US, City & Financial, 2002
•Co-editor, Corporate Counselors Deskbook, First Edition, 1983; Second Edition, 1985; Third Edition, 1990; Fourth Edition, 1992; Fifth Edition, 1999
•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
•Author, SEC Schedule for Implementing Dodd-Frank Act, Association of General Counsel, October 15, 2010
•Author, Public Company M&A: Recent Developments in Corporate Control, Protective Mechanisms And Other Deal Protection Techniques, Practising Law Institute, November 27, 2006
•Author, Whistleblower Protection Under the Sarbanes-Oxley Act, New York Law Journal, June 26, 2003
•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
•Author, SEC Adopts Professional Conduct Standards for Attorneys, New York Law Journal, April 24, 2003
•Author, Disclosure After Sarbanes-Oxley, New York Law Journal, August 22, 2002
•Author, Review of Tender Offers by Controlling Shareholders, New York Law Journal, June 27, 2002
•Co-author, SLUSA Preclusion Of Claims Against Brokers, New York Law Journal, April 25, 2002
•Author, Application of Delaware's 'Raincoat' Provision, New York Law Journal, February 28, 2002
•Speaker, “Understanding the Securities Laws,” The Practising Law Institute, New York, NY, 2009; 2010; 2011; 2012; 2013
•Speaker, “Dodd/Frank Bill,” Association of General Counsel Annual Meeting, Washington, D.C., October 15, 2010
•Speaker, Annual Corporate & Securities Law Update, The Association of the Bar of the City of New York, 2003; 2006; 2010
•Speaker, “Contests for Corporate Control 2010: Current Offensive & Defensive Strategies in M&A Transactions,” Practising Law Institute, New York, NY, February 4, 2010
•Chairman, “Contests for Corporate Control: Current Offensive & Defensive Strategies in M&A Transactions 2007,” Practising Law Institute, New York, NY, January 24, 2007
•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
•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
•Speaker, “Investment Banker Conflicts,” Securities Industry Association, Florida, March 20, 2006
•Chairman, “Contests for Corporate Control 2010: Current Offensive & Defensive Strategies in M&A Transactions 2006,” Practising Law Institute, New York, NY, January 25, 2006
•Speaker, “Crisis Management,” Mealey's Insurance and Reinsurance Corporate Counsel Conference, Arizona, December 1, 2005
•Speaker, “Enron, Worldcom, Disney, Spitzer & The FDA: The Revolution in Duties & Liability Beyond Sarbanes-Oxley,” The Directors' Roundtable, New York, NY, April 22, 2005
Areas of Concentration
•Mergers and acquisitions
•Other corporate restructurings
•Corporate governance and board representation