Gardner F. Davis is a partner with Foley & Lardner LLP, where he is a member of the firm's Transactional & Securities, Bankruptcy & Business Reorganizations, and Private Equity & Venture Capital Practices.

Mr. Davis frequently represents buyers and sellers in mergers and acquisition transactions, from management buy-outs to combinations of large public companies. Since June 1, 2005, Mr. Davis has closed more than 60 mergers and acquisition transactions with an aggregate value of $7.5 billion. He advises boards of directors and special committees in regard to fiduciary duty issues in various contexts. He has extensive experience restructuring financially distressed enterprises, both inside and outside of bankruptcy.

Mr. Davis received his J.D. degree, with high honors, in 1984 from Duke University, where he was senior editor of the Journal of Law and Contemporary Problems. He served a judicial clerkship with the Hon. Gerald Bard Tjoflat, U.S. Eleventh Circuit Court of Appeals. His bachelor's degree was conferred by Dartmouth College in 1981.

Mr. Davis served as chair of the Corporations and Securities Law Committee of The Florida Bar Business Law Section, and as chair of the Business, Banking and Corporations Section of the Jacksonville Bar. He served as chair of The Florida Bar Business Law Section Committee studying revision of the director's conflict-of-interest sections of the Florida corporate statute, has been a member of the drafting committees for the Florida Revised Uniform Partnership Act, the Florida Revised Business Corporation Act and The Florida Bar Report on Standards for Legal Opinions.

Mr. Davis has been recognized by Best Lawyers in America® every year since 2005 and has recently been named the Best Lawyers'2013 Jacksonville Corporate Law "Lawyer of the Year." In addition, he has been listed in Chambers USA: America's Leading Business Lawyers (2005-12) and the Legal 500 for mergers & acquisitions: middle market (2010-2012). Florida Trend Magazine named Mr. Davis as one of "Florida's Legal Elite" and he was selected for inclusion in the Florida Super Lawyers® lists (2006-12). He has been Peer Review Rated as AV® Preeminent™, the highest performance rating in Martindale-Hubbell's peer review rating system.

Mr. Davis teaches corporate law and advanced business document drafting on an adjunct basis at the University of Florida Law School.

Mr. Davis has published a number of articles on corporate and bankruptcy matters and speaks frequently at legal seminars. His publications include:

· "Martin Marietta v. Vulcan: Delaware courts penalize unsportsmanlike conduct," Westlaw Journal - Delaware Corporate, June 11, 2012.

· "Breach of Confidentiality Agreement Leads Chancery Court to Enjoin Hostile Takeover Bid: Guidance for the Future," Bloomberg BNA's Mergers & Acquisitions Law Report, June 11, 2012.

· "Goldman Directors Win Dismissal of Challenge to Management Compensation Structure," Westlaw Journal: Delaware Corporate, October 31, 2011.

· "Wesco Financial ruling has lessons for controlling stockholders in freeze-out transactions," Westlaw Journal:Corporate Officers & Directors Liability, May 23, 2011.

· "My banker, my frenemy," The Deal magazine, May 9, 2011.

· "Investment Banker Conflicts Pose Growing Risk For M&A Deals," BNA's Mergers & Acquisitions Law Report, May 2, 2011.

· "Investment Banker Conflicts Are Growing Concern for Corporate Boards in Today's M&A Environment," BNA's Corporate Accountability Report, April 29, 2011.

· "Investment Banker Conflicts Attract Greater Judicial Scrutiny,"BNA's Securities Regulation & Law Report, April 25, 2011.

· "Regulatory: Insider Trading Policies and Confidentiality Agreements Need Review; Recent SEC enforcement actions raise new issues," InsideCounsel, April 6, 2011.

· "Regulatory: M&A in the Boardroom; How General Counsel Can Assist the Board With Revlon Duties," InsideCounsel, March 23, 2011.

· "Delaware Court Provides Guidance on Sale Process, Exclusivity, Conflict Disclosure in Proxy," Delaware Corporate,Westlaw Journal/Thomson Reuters, March 21, 2011.

· "Regulatory: Corporate Compliance Programs Need Reevaluation; Dodd-Frank Act provides new incentives for whistleblowers," InsideCounsel, March 9, 2011.

· "Delaware court delays Del Monte merger over investment banker misconduct concerns," Corporate Officers & Directors Liability, Westlaw Journal/Thomson Reuters, February 28, 2011.

· "Regulatory: The Evolving Role of the General Counsel; How general counsel can assist the board in risk oversight," InsideCounsel, February 23, 2011.

· "Regulatory: Say on Pay Hits Corporate Boardrooms; Dodd-Frank Mandate Gives Shareholders Advisory Vote on Executive Pay," InsideCounsel, February 9, 2011.

· "Post-closing price adjustments upheld by Delaware court," Mergers & Acquisitions, Westlaw Journal/Thomson Reuters, December 2010.

· "Poison Pills to Protect NOLs Win Acceptance," BNA's Corporate Accountability Report, November 5, 2010.

· "Delaware Supreme Court Upholds New NOL Pill," Mergers & Acquisitions, Westlaw Journal/Thomson Reuters, October 28, 2010.

· "Single-Member LLC Will Not Shield Debtor's Assets from Judgment Creditor," American Bankruptcy Institute Journal, October 2010.

· "Delaware court upholds poison pill with 'grandfather' exemption for existing large stockholder," Delaware Corporate,Westlaw Journal/Thomson Reuters, September 3, 2010.

· "The Old Boys Club still rules; Why the Delaware Chancery Court approved Barnes & Noble's poison pill, even with "grandfather" exemption," CFOZone.com, August 30, 2010.

· "Frozen Gas: CNX Gas thaws the controlling stockholder freeze-out role for special committees," The Deal magazine, July 19, 2010.

· "FL Supreme Court closes LLC loophole," Florida Real Estate Journal, July 2010.

· "Delaware Court Applies Unified Standard for Review of all Freeze-out Transactions by Controlling Shareholders," Delaware Corporate Litigation Reporter, Westlaw/Thomson Reuters, June 14, 2010.

· "Special Litigation Committee's Recommendation Rejected Amid Concerns Regarding Independence and Reasonableness of Investigation," Delaware Corporate Litigation Reporter, Westlaw/Thomson Reuters, April 5, 2010.

· "NOL and Void: Delaware's Chancery court upholds a poison pill designed to protect net operating loss carryforwards," The Deal magazine, April 5, 2010.

· "Del. Court Upholds Low-Threshold Poison Pill to Protect NOLs," Corporate Officers and Directors Liability Litigation Reporter, Westlaw/Thomson Reuters, March 29, 2010.

· "Advising the Board of Directors Regarding Sale of Financially Troubled Company," chapter in Buying and Selling Distressed Businesses, Aspatore, Thomson Reuters, July 2009.

· "Directors' Fiduciary Duties: Increasing Focus on Good Faith and Independence," 84 Fla. B.J. 38, July 2009.

· "In the Clear: The Delaware Supreme Court provides relief for directors against personal liability in the sale of the company," The Deal magazine, May 5, 2009.

· "Delaware Supreme Court Decision Shields Directors from Personal Liability for Sale of Company," Corporate Officers & Directors Liability Litigation Reporter, Westlaw/Thomson Reuters, April 13, 2009.

· "A Matter of Faith," The Deal magazine, November 10, 2008.

· "Impact of Bankruptcy," Chapter 16, Florida Construction Law and Practice, Florida Bar, 2006.

· "Directors of the Financially Troubled Company: Guidance for a Thankless Job," 76 Fla. B.J. 47, July 2002.

· "Director Conflicts of Interest Under the Florida Business Corporation Act: Hidden Shoals in a Safe Harbor," 72 Fla. B.J.31, January 1998.

· "Corporate Compliance Programs: Protecting the Business from the Rogue Employee," 70 Fla. B.J. 34, January 1996.

· "The Forgotten Asset: Not Operating Losses of the Chapter 11 Corporate Debtor," 68 Fla. B.J. 69, March 1994.

· "Bankruptcy Trustee's Personal Liability for Debtor's Violation of Hazardous Waste Laws," 67 Fla. B.J. 44, February 1993.

· "Report on Standards of Florida Counsel of the Special Committee on Opinion Standards of the Florida Bar Business Law Section," 46 Bus. L. 1407, 1991.

Mr. Davis is also past chair of the Jacksonville Ready Child Coalition, a former member of the Mayor's Literacy Advisory Committee, and a former member of the board of Episcopal Child Services Foundation.