FacultyFaculty/Author Profile
Mark J. Gentile

Mark J. Gentile

Richards, Layton & Finger, P.A.

Wilmington, DE, USA


Mark J. Gentile focuses his practice on advising corporations, officers, directors, board committees and stockholders in connection with mergers and acquisitions, divestitures, recapitalizations and corporate governance issues. He is a director in the firm’s Corporate Department and a member of the department’s Corporate Advisory Group.

A frequent speaker at corporate law seminars, Mr. Gentile is the author of numerous articles on aspects of Delaware corporate law. He is an appointed member of the American Bar Association’s Committee on Corporate Laws.

Recent Representative Experience

  • Represented Allergan, Inc. in connection with (i) successful defense of $45.7 billion unsolicited hostile tender offer by Valeant Pharmaceuticals and proxy contest led by Pershing Square, and (ii) $66 billion sale to Actavis PLC
  • Represented Reynolds American Inc. in its acquisition of Lorillard, Inc. for $27.4 billion, and in related $7.1 billion divestiture to Imperial Tobacco Group and $4.7 billion investment by British American Tobacco
  • Represented Dell Inc. in $24.9 billion transaction whereby Michael Dell and other investors took Dell private
  • Represented GECC in connection with formation of SYNCHRONY FINANCIAL and its $2.8 billion IPO
  • Represented the special committee of Dole Food Co. in connection with Dole’s going-private that valued Dole at approximately $1.6 billion
  • Represented the special committee of the board of directors of Crown Media Holdings, Inc. in connection with $1.4 billion recapitalization, upheld after trial as entirely fair by the Delaware Court of Chancery and as affirmed by the Delaware Supreme Court (S. Muoio & Co., LLC v. Hallmark Entertainment Investments Co.)
  • Represented the board of directors of Selectica, Inc. in connection with triggering of poison pill, upheld by the Delaware Court of Chancery after trial and as affirmed by the Delaware Supreme Court (Versata Enters., Inc. v. Selectica, Inc.)
  • Represented the special committee of the board of directors of California Pizza Kitchens Inc. in connection with $470 million acquisition by an affiliate of Golden Gate Capital
  • Represented the independent directors of Marvel Entertainment, Inc. in connection with $4 billion acquisition by The Walt Disney Company
  • Represented the independent directors of On2 Technologies in connection with $110 million acquisition by Google Inc.
  • Represented the board of directors of Dynegy, Inc. in connection with potential acquisition by The Blackstone Group and Icahn Enterprises

Professional Recognition

  • Chambers USA, since 2005
  • The Best Lawyers in America, since 2008
  • Super Lawyers, since 2008
  • Lawdragon 500, The Leading Lawyers in America
  • Delaware Today Top Lawyer, Corporate Law, 2014, 2013
  • Best Lawyers’ 2014 Delaware Corporate Governance Lawyer of the Year
  • Who’s Who Legal, since 2008

Leadership

  • Fellow, American College of Governance Counsel
  • American Bar Association, Business Law Section, Committee on Federal Regulation of Securities
  • Planning Committee, Tulane Corporate Law Institute
Mark J. Gentile is associated with the following items:
Course Handbooks  Course Handbooks Directors' Institute on Corporate Governance (Fifteenth Annual)
Web Segment  Web Segment Board Duties and Delaware Law Updates - Directors' Institute on Corporate Governance (Fifteenth Annual), Tuesday, December 05, 2017
MP3 Audio  MP3 Audio Board Duties and Delaware Law Updates - Board Duties and Delaware Law Updates , Tuesday, December 05, 2017
MP4 - Mobile Video Seg  MP4 - Mobile Video Seg Board Duties and Delaware Law Updates - Board Duties and Delaware Law Updates , Tuesday, December 05, 2017
On-Demand Web Programs  On-Demand Web Programs Directors' Institute on Corporate Governance (Fifteenth Annual), Wednesday, December 06, 2017, New York, NY
Live Seminar  Live Seminar Directors' Institute on Corporate Governance (Sixteenth Annual), Thursday, November 29, 2018, New York, NY
Live Webcast  Live Webcast Directors' Institute on Corporate Governance (Sixteenth Annual) 2018, Thursday, November 29, 2018, New York, NY
PLI Grpcast-Live Web  PLI Grpcast-Live Web Directors' Institute on Corporate Governance (Sixteenth Annual) , Thursday, November 29, 2018, Mechanicsburg, PA
Directors' Institute on Corporate Governance (Sixteenth Annual) , Thursday, November 29, 2018, Atlanta, GA
Directors' Institute on Corporate Governance (Sixteenth Annual) , Thursday, November 29, 2018, Pittsburgh, PA
Directors' Institute on Corporate Governance (Sixteenth Annual) , Thursday, November 29, 2018, Philadelphia, PA
Directors' Institute on Corporate Governance (Sixteenth Annual) , Thursday, November 29, 2018, Cleveland, OH
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