Mark D. Gerstein
JD, University of Chicago, 1984
BA, University of Michigan, 1981
Mr. Gerstein is admitted to practice in Illinois and New York.
Areas of Expertise
Mark D. Gerstein, a partner in the Chicago and New York offices of Latham & Watkins, is a Global Chair of the firm's Mergers and Acquisitions Group. His practice focuses on mergers and acquisitions, both in the US and globally, corporate governance (including in the restructuring context) and takeover defense planning. He also has frequently represented special committees of boards of directors and bidders and financial advisors in going-private and other conflict of interest transactions. His experience also includes advancing and defending both friendly and unsolicited tender offers and he has similarly represented both insurgents and management in proxy contests for the control of public companies.
Mr. Gerstein has provided M&A and general corporate governance counseling to numerous public and private companies, including Continental Airlines, GATX Corporation, Georgia-Pacific Corporation, Host Hotels and Resorts (a public REIT), IDEX Corporation, Koch Industries, Libbey Inc., Nicor Inc. and the Toro Corporation. Mr. Gerstein also advises lenders and financial advisors in financial and strategic acquisitions, including Credit Suisse, UBS and William Blair & Co.
Mr. Gerstein works extensively with directors of public and private corporations on governance matters, including crisis management, shareholder activism, board and committee structures and succession planning. His private company client work also focuses on tax planning and governance issues unique to family-controlled businesses.
Mr. Gerstein's M&A transactions have included Koch Industries, Inc.'s $22 billion acquisition of Georgia-Pacific Corp., the second largest going-private in US history; representation of the Special Committee of the board of directors of the Chicago Board of Trade in connection with its $12 billion merger with the Chicago Mercantile Exchange (including the intervening unsolicited offer from the International Commodities Exchange); Host Marriott Corporation's $4.1 billion acquisition of Starwood Hotels' REIT and related properties; Health Care and Retirement Corporation's $5.1 billion combination with Manor Care, Inc.; the acquisition by affiliates of Koch Industries of INVISTA from DuPont in a $4.4 billion transaction, the $1.9 billion stock-for-stock merger of Coventry Health Care, Inc. and First Health Group Corp., and the $1.2 billion tender offer by Cendant Corporation for Orbitz Inc. His private M&A work includes transactional work for both private equity sponsors and privately-held companies. Representative private transactions include the acquisition of Fresh Del Monte Produce in a cash and highly-structured equity transaction from the control of the Federal Mexican Government; the sale by EKLP (jointly owned by Koch Industries and Entergy Corporation) of its energy trading operations to Merrill Lynch & Co.; the disposition by divine, inc. of all of its businesses in §363 sales; the acquisition by Republic Technologies of the papers division of Bolloré, S.A. and the disposition by Klöckner-Werke AG of its MPI division.
Mr. Gerstein's takeover defense work has included Rental Service Corporation's successful defense against a hostile acquisition attempt by United Rentals, Inc. in favor of a $1.6 billion tender offer by Atlas Copco North America Inc., Bally Total Fitness' defense against proxy contests led by Pardus Capital and Liberation Investments, Ligand Pharmaceuticals' defense against activism led by Third Point Partners, defensive planning for clients in the face of activism by Barington Capital, Harbinger Capital and Shamrock Holdings, among others and general takeover defense planning for numerous New York Stock Exchange and Nasdaq listed corporations.
Mr. Gerstein served as an adjunct faculty member of the Northwestern University School of Law. He is also a member of the American Bar Association, its Section of Business Law and its Corporate Governance Committee; and the Chicago Bar Association. Mr. Gerstein serves on the executive committee of Northwestern University's Ray Garrett Jr. Corporate and Securities Law Institute and was the chair of it's 2007 program; he has previously chaired the Chicago Bar Association's subcommittee on Corporate Control. He frequently speaks and writes on a variety of corporate law matters, most recently "Cutting Edge Deal Structures (PLI 2010)"; Harvard Law School 2011 Mergers and Acquisitions Roundtable, "Broken Deals - Will the MAC Clause Work?," "Shareholder Activism and Access to the Nomination Process," and "The Evolution of Special Committees" (each at the Ray Garrett Institute), "Developments in the Regulatory M&A Environment," and "Recent Delaware Fiduciary Duty Developments Affecting Going-Private Transactions." He has also written two practitioners' guides: "Special Negotiating Committees" (published by the Review of Securities and Commodities Law) and "The SEC's New Rules for Regulating Tender Offers, Mergers, Proxy Contests and Cross-Border Transactions" (published by Merrill Corporation.) Mr. Gerstein is named as a leading Corporate/M&A lawyer by Chambers & Partners in its 2008-2011 Directories, which notes him as an "exceptional individual with a great reputation." In 2011, Legal 500 also "strongly recommended" him for his work in M&A in their M&A: Mega-Deals category, and Who's Who Legal selected him as an expert in Corporate Governance in the U.S.
Mr. Gerstein serves on the Board of Trustees of the Chicago Symphony Orchestra and the Board of Directors of Youth Guidance, which serves at-risk children in Chicago's public schools.