Corporate & Securities: Shareholder Activism

Richard J. Grossman focuses his practice on proxy contests, responses to shareholder activists, corporate governance matters, mergers and acquisitions, and leveraged buyouts.

Mr. Grossman has advised many companies with respect to corporate governance issues and responses to shareholder proposals. He also has represented companies in contested proxy solicitations and other contests for corporate control as well as unsolicited acquisition proposals. In addition, Mr. Grossman has advised clients in designing and implementing shareholder rights plans and other corporate protective measures.

His representations have included:

• Anheuser-Busch Companies in its response to the unsolicited proposal and consent solicitation by InBev N.V. and the subsequent $52 billion acquisition of Anheuser-Busch by InBev;
• BlackRock’s closed-end mutual funds in responding to activist shareholders seeking to require redemption of the funds’ auction market preferred securities;
• Burger King Holdings, Inc. in its $4 billion acquisition by 3G Capital Management, a private equity firm backed by Brazilian investors. This transaction was recognized in the 2011 Financial Times “US Innovative Lawyers” report and also was named 2010 “Private Equity Deal of the Year” by Investment Dealers’ Digest, International Financial Law Review and The Deal;
• Chattem, Inc. in its $1.9 billion acquisition by sanofi-aventis;
• Compuware Corporation in a $2.3 billion unsolicited bid from Elliot Management Corporation;
• Enzon Pharmaceuticals Inc. in responding to activist shareholders and in the $327 million sale of its specialty pharmaceutical business to Sigma-Tau Pharmaceuticals, Inc.;
• Endurance Specialty Holdings Ltd. in its proposed $3.2 billion acquisition of Aspen Insurance Holdings Limited;
• FGX International Holdings Limited in its $565 million acquisition by Essilor International;
• Gardner Denver, Inc. in its $3.9 billion acquisition by Kohlberg Kravis Roberts & Co. L.P.;
• Great Hill Equity Partners IV, L.P. in connection with a successful consent solicitation at Vitacost.com, Inc.;
• Hexcel Corporation in its successful proxy contest against dissident shareholder Oscar S. Schafer and Partners;
• Intuit, Inc. in its settlement with activist shareholder Relational Investors;
• J.C. Penney Company, Inc. in its response to the rapid accumulation of common stock by Pershing Square Capital Management (William Ackman) and by Vornado Realty Trust (Steven Roth), including the adoption of a stockholder rights plan;
• Jerry Moyes in his $2.7 billion management buyout of Swift Transportation;
• Lawson Software, Inc. in an unsolicited, but subsequently friendly, $2 billion acquisition by Infor Global Solutions, Inc. and Golden Gate Capital;
• ORBCOMM Inc. in its victory in a proxy contest with a group of dissident shareholders led by John C. Levinson;
• Oshkosh Corporation in its successful proxy contest against dissident shareholder Carl Icahn;
• the selling shareholders of Penn Maritime Inc. and Maritime Investments LLC in the $295 million acquisition by Kirby Corporation;
• the board of directors of Questar Corporation in Questar’s $6.4 billion spin-off of QEP Resources, Inc. to shareholders;
• TRW in its response to Northrop Grumman’s unsolicited proposal and proxy solicitation, as well as the subsequent sale of TRW to Northrop Grumman; and
• Validus Holdings, Limited in its proposed, but terminated, $3.5 billion unsolicited bid to merge Validus with Transatlantic Holdings, Inc. and in its $1.7 billion acquisition of IPC Holdings, Limited.

Bar Admissions

New York

Education

J.D., New York University, 1984

B.S., The Wharton School, University of Pennsylvania, 1981

Steve advises clients on mergers and acquisitions and shareholder activism, as well as media strategy, investor relations and crisis communications. During the past two decades, he has been involved in numerous takeover battles, friendly mergers and other high-profile situations involving many of the world’s most respected corporations. Steve is well-recognized for his depth of experience in the financial services sector and has developed close working relationships with the leading attorneys, investment bankers and journalists covering the space. In addition, he has worked with numerous healthcare, energy and technology companies. His areas of expertise include:

• Financial Services: He has counseled many financial services companies on M&A, investor relations, regulatory challenges, crisis and reputation management. Most recently, he advised KeyCorp in its pending acquisition of First Niagara; PJT Partners on its spin-off from Blackstone; ACE in its pending acquistion of Chubb; Virtu Financial on its IPO, CIT Group on its acquisition of OneWest Bank; Sterling Financial in its merger with Umpqua Holdings; Citizens Republic Bancorp in its sale to FirstMerit; Transatlantic in its merger with Alleghany; Deutsche Borse in its effort to acquire NYSE Euronext; Warburg Pincus in its investment in Santander Consumer USA; and Whitney Holding in its sale to Hancock Financial. In the past several years, he represented Wells Fargo in its acquisition of Wachovia; PNC in its acquisition of National City; Banco Santander in its acquisition of Sovereign; Compass Bancshares in its sale to BBVA; Capital One in its acquisition of Hibernia; and JP Morgan in its acquisition of Bear Stearns. He advised CIT on the largest pre-packaged bankruptcy in history and was retained by Sandler O’Neill & Partners on the day after 9/11/01 to manage crisis communications and advised the firm for 10 years. He has also provided assistance in the U.S. to several of the largest global financial institutions, including Deutsche Bank and HSBC.
• Mergers & Acquisitions: He has advised clients on transactions across a variety of other industries, including Dyax in its pending sale to Shire; Monsanto on its unsolicited proposal for Syngenta; Catamaran on its sale to United Health; MeadWestvaco in its merger with Rock-Tenn; OfficeMax in its merger with Office Depot; Amylin in its sale to Bristol-Myers Squibb; CH Energy in its sale to Fortis; Hypercom in its sale to VeriFone; Sun Microsystems in its sale to Oracle; Potash Corp. in its successful defense against BHP Billiton; Longs Drug Stores in its sale to CVS Caremark; Clear Channel in its sale to Bain Capital and Thomas H. Lee Partners; Comcast in its successful unsolicited offer for AT&T Broadband; Starwood in its “white knight” acquisition of ITT; and Warner-Lambert in its sale to Pfizer, among many others.
• Shareholder Activism: He has considerable experience defending companies in proxy contests and withhold campaigns waged by activist hedge funds and dissident shareholders. This defense work was opposite Carl Icahn, Pershing Square, Greenlight Capital, Relational Investors, Trian, Steel Partners, Third Point, Starboard, Barington, Knightspoint, PL Capital, Eastbourne Capital and CalPERS, among others.
• Investor Relations and Corporate Communications: Throughout his career, he has worked with numerous corporations on public and investor relations.

Steve joined Joele Frank in 2005. Previously, he led the M&A practices at The Abernathy MacGregor Group and Burson-Marsteller. Earlier in his career, he served as a press aide and speechwriter to Georgia Governor Joe Frank Harris and to University of Georgia President Charles B. Knapp. Steve received a BA in journalism from the University of Georgia and an MA in political science from Georgia State University.

Innisfree M&A Incorporated is a full-service proxy solicitation/investor relations firm. In addition to lead representation of clients in all areas of the firm's practice, Arthur Crozier's particular responsibilities include:

Executive Compensation/Corporate Governance Consulting - primarily responsible for all clients seeking shareholder approval of equity incentive compensation programs and advice on corporate governance issues

Non-US Clients - responsible for a large proportion of the firm's non-U.S. client assignments