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