Mark D. Gerstein

Partner
Chicago | New York
  • 330 North Wabash Avenue, Suite 2800
  • Chicago, IL 60611
  • USA
Profile Experience

Mark D. Gerstein, a corporate partner and previous Global Co-Chair of Latham & Watkins’ Mergers & Acquisitions Practice, advises clients on complex corporate transactions and corporate governance.

Mr. Gerstein regularly represents public and private companies, special committees of boards of directors, and financial advisors. Specifically, he helps clients navigate:

  • Mergers and acquisitions (M&A), including defending and advancing unsolicited bids
  • Cross-border public company combinations
  • Shareholder activism planning and defense
  • Special committee representation, including take-private transactions
  • Spin-off transactions

Mr. Gerstein is widely recognized as a leading corporate lawyer. Clients describe him as a “superb negotiator with phenomenal commercial skills,” saying “his knowledge, skill and creativity contributes significantly to the success of the deal.”

Leadership/Pro Bono

Beyond his private practice, Mr. Gerstein serves as an adjunct faculty member of the Northwestern University School of Law. He also serves on:

  • Northwestern University’s Ray Garrett Jr. Corporate and Securities Law Institute Steering Committee
  • Youth Guidance’s Board (current member, past chair) which serves at-risk children in Chicago Public Schools
  • University of Chicago Law School’s Advisory Council
  • The University of Michigan’s Dean’s Advisory Council at the School of Literature, Science, and Arts

Mr. Gerstein’s representative experience includes:

Activism Planning and Defense

Advising clients opposite many of the most prominent activist funds, including:

  • Elliott Management
  • Icahn Associates
  • JANA Partners
  • Pershing Square
  • Starboard Value
  • Third Point
  • Trian Partners
  • ValueAct Capital
  • Cars.com regarding Starboard Value’s investment in the company
  • Cerner Corporation regarding Starboard Value
  • Ensco regarding the campaign by Arrowgrass Capital Partners against an announced merger
  • Owens-Illinois regarding Atlantic Investment Management
  • QEP Resources regarding Elliott Management Corporation
Public Company / Cross-Border M&A
  • Koch Industries in its US$22 billion acquisition of Georgia-Pacific, the second-largest going-private in US history
  • FMC Technologies in a US$13 billion merger of equals with Technip, a France-based designer and developer of offshore oil and gas processing facilities, via the EU cross-border merger regime
  • Sirona Dental Systems in its US$13+ billion merger of equals with DENTSPLY International
  • Energy Transfer Equity in its US$10 billion acquisition of Southern Union, a diversified natural gas company
  • ZF Friedrichshafen in its pending US$7 billion acquisition of global automotive supplier WABCO
  •  Host Marriott’s US$4.1 billion acquisition of Starwood Hotels’ REIT and related properties
  • CNH Global N.V., an agricultural and construction equipment company in the US$3 billion acquisition by Fiat Industrial SpA
  • Capella Education Company in its US$1.9 billion merger with Strayer Education, creating a national leader in education innovation
  • Orbitz Worldwide in its US$1.6 billion sale to Expedia
Private Company Transactions
  • Globe Specialty Metals in its US$3.1 billion merger of equals with Grupo FerroAtlantica to create a leading international silicon and specialty metals producer
  • Hu-Friedy, a global leading manufacturer of dental instruments, in its US$725 million sale to Cantel Medical
  • Koch Industries affiliates in a US$4.4 billion acquisition of INVISTA from DuPont
  • Koch Industries in its US$7.2 billion acquisition of Molex Incorporated, a designer and manufacturer of electronic components
Special Committee Representations

Special Committee of the Board of Directors of:

  • The Chicago Board of Trade in connection with its US$12 billion merger with the Chicago Mercantile Exchange (including the intervening unsolicited offer from the International Commodities Exchange)
  • Dell Technologies in the US$21 billion exchange by Dell Technologies of Class V Common Stock into Class C Common Stock and cash
  • CNA Surety Corporation in its US$463.4 million take-private acquisition by CNA Financial
  • Textura Corporation in connection with its US$663 million acquisition by Oracle
Spin-off Transactions

Mr. Gerstein has also represented clients in spinning-off business segments and divisions to create stand-alone, independent publicly listed companies, including:

  • Aptiv (formerly Delphi Automotive) in connection with the US$4.5 billion spin-off and listing of its powertrain systems segment, forming Delphi Technologies
  • TechnipFMC, a global oilfield services company, in its planned spin-off of its engineering and construction segment, forming Technip Energies
  • Entercom Communications US$3 billion Reverse Morris Trust combination with CBS Radio to create a nationwide preeminent radio platform

 

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