Cliff has extensive experience representing public companies, boards of directors and special committees, majority stockholders, investment banks and financial advisors in a wide variety of negotiated and contested merger, change-in-control and business combination transactions, corporate governance initiatives; issuer recapitalizations, and complex federal securities law transactions.
Transactional representations include: cash and stock-for-stock mergers and acquisitions, tender and exchange offers, MBOs and going-private transactions, auctions, asset purchases and sales, anti-takeover defenses, fairness opinion and M&A advisory engagements, institutional shareholder proposals and corporate governance initiatives, election contests, consent solicitations, bankruptcies and out-of-court restructurings.
Cliff is routinely engaged to speak publicly and has been frequently published on the fiduciary duties of public company directors, public M&A strategies and techniques, and corporate governance best practices.
(Aggregate transaction value in excess of $75 billion)
Areas of Experience
Mergers, Business Combinations and Change-in-Control Transactions
Tender and Exchange Offers
Special Committee and Board of Director Representations
Emerging Vision, Inc. (a/k/a Sterling Optical): Represented incumbent Board in dissident-stockholder election contest to replace majority of directors
FTI Consulting, Inc : Acquisition of KPMG LLP's litigation support and dispute advisory services business
Seitel Inc.: Chapter 11 Reorganization; rights offering, 144A/ Regulation S offering, and corporate governance matters.
Providence Capital: institutional shareholder activism and corporate governance initiatives
Perry Ellis International, Inc.: Cash and stock-for-stock merger with Salant Corporation; acquisition strategies and corporate governance programs
VIE Financial Group, Inc. Representation of Special Committee and Audit Committee; corporate governance programs; going-private transaction
Morgan Joseph's & Co. Inc.: Acquisition by Alcoa Inc. of the industrial fastener business of The Fairchild Corporation; various fairness opinion and M&A advisory engagements
Mission Partners, LP (and its affiliates): Proxy contest opposing election of Syntellect, Inc. board nominee
GlobalNet, Inc: Stock-for-stock merger with The Titan Corporation.
iXL Enterprises: Merger of equals with Scient Corporation
Polyvision Corporation: Cash merger with Steelcase Inc.; representation of Polyvision and special committee of the board
Telefonica, S.A./Terra Networks, S.A.: Stock-for-stock business combination with Lycos, Inc.
ILM Senior Living Inc.: Stock and cash election merger with Capital Senior Living Corporation and related going-private transactions
Carmco Investments: Acquisition of SonicBlue Inc's (a/k/a Go-Video) DVD manufactufacting and distribution business in Chapter 11 auction.
Tandberg asa: U.S. acquisition strategies and M&A advisory engagements
Care Realty LLC: Cash and stock acquisition of the healthcare assets of The MediTrust Companies
Entertainment Distribution Corporation: represented management in fund-sponsored acquisitions of audio-video (DVD and CD) businesses of multinational music/entertainment companies and manufacturing business.
GFI Group, Inc./Jersey Partners Inc.: Private placement to Advent Partners, L.P. of $34.0 million of Series C convertible preferred stock; stock-for-stock acquisitions of Fenics Ltd and GFInet, Inc; issuer recapitalization transactions
The Quaker Oats Company: Cash tender offer and merger with Snapple Beverage Corp.; sale of domestic pet foods business to H.J. Heinz Company and Star-Kist Foods, Inc.; sale of Chili and processed beans business to ConAgra Inc./Hunt-Wesson, Inc.
Wynnefield Capital Management LLC: Dissident stockholder proposal and proxy contest
Cendant Corporation (CUC International Inc., as predecessor): Multi-billion dollar acquisitions of Ideon Group, Inc., Davidson & Associates, Inc., Sierra On-Line, Inc. and Advance Ross Corporation through stock-for-stock mergers; various underwritten equity offerings
Lehman Brothers Inc.: Initial public offering of H Power Inc. common stock
Ladenburg Thalmann: Various M&A advisory and fairness opinion engagements
General Motors Corporation: Spin-off of Electronic Data Systems and sale of Class E tracking stock; various corporate governance matters
J.C. Penney Company, Inc.: Adoption of "poison pill", stock buyback and related antitakeover program; leveraged ESOP; note private placement and registration of employee plan interests
Western Mining Corporation Holdings Limited: Cash tender offer for Grandview Resources Inc.
Merrimac Corporation: Cash tender offer for Catalyst Energy Corporation
G-I Holdings Inc.: Cash tender offer for U.S. Intec, Inc.
Harvard Industries, Inc.: Cash tender offer for Hayes-Albion Corporation
Oppenheimer & Co., Inc.: Cash tender offer for Standard Microsystems Corporation by SMC Acquisition Corp.
Dover Downs Entertainment, Inc.: Underwritten primary and secondary offerings of common stock
Royal Oak Mines, Inc.: Hostile tender offer for LAC Minerals Ltd. and related MJDS offering of common stock
GAF Corporation/G-I Holdings, Inc.: Sale of chemical surfactants business to Rhone-Poulenc, S.A.; exchange offer for subordinated debt
Odyssey Partners, L.P.: Strategic equity investments; tender offers; mergers and acquisitions; corporate restructurings involving public and private companies
Big Entertainment Inc.: Preferred equity investment and loans by CBS Corporation; establishment of Hollywood.com
Corporate Partners, L.P.: The State Board of Administration of Florida and Corporate Offshore Partners, L.P.: Investment in Phar-Mor, Inc. and related transactions
CSFB-DLJ/The Clipper Group: Preferred equity investment in Ranpak Corp.
General Electric Capital Corporation: Equity investment in Penske Truck Lease Corporation and related debt refinancings
SEACOR SMIT Inc.: IPO and subsequent underwritten primary and secondary offerings of common stock; cash and stock-for stock mergers convertible debt offerings pursuant to Rule 144A and Regulation S
Itemus Inc.: Cross-border acquisition of Digital 4-Sight Corporation; MJDS offering and private placement of common stock
Amer Reefer Co. Ltd.: 144/A Reg S offering of $150 million principal amount of First Preferred Mortgage Notes with subsequent "A-B" exchange offer
Pegasus Shipping (Hellas) Ltd.: 144A/Regs Offering of $100 million principal amount of 11-7/8% Senior Subordinated Secured Notes and subsequent A-B exchange offer
Dr. Pepper Bottling Company of Texas: Tender offer for subordinated debt and consent solicitation
JPS Textile Group, Inc.: Debt and equity tender offers, exchange offers and consent solicitations; prepackaged bankruptcy reorganization; SEC registrations
Crystal Brands, Inc.: Sale of Gant Corporation to Phillips Van-Heusen; sale to Jones Apparel Group, Inc. of Evan-Picone trademark and licenses; sale and licensing of men's tailored clothing and formal wear businesses to Plaid Clothing Group, Inc., sale of LaCoste Alligator, S.A. to Sporloisirs, S.A. and LaCoste family; bank loan restructuring
Carson Pirie Scott & Co.: Chapter 11 reorganization
The Leslie Fay Companies, Inc.: Chapter 11 reorganization
AMR Corporation/American Airlines, Inc.: Joint bid with Trans World Airlines, Inc. to purchase Pan American Corporation assets in Chapter 11 auction
Charter Medical Corporation: 144A placement of $375 million principal amount of 11½% Senior Subordinated Notes
Cineplex Odeon Corporation: Management buyout and change-in-control transactions with MCA Corporation
Olympia & York Development Ltd: Chapter 11 plan of reorganization
Forstmann & Company, Inc.: Initial public offering and related debt restructuring transactions
P.A. Berger & Co.: Chapter 11 reorganization
Avatar Holdings Inc.: Exchange Offer and consent solicitation in respect of 9% Senior Subordinated Debentures
The Essex Companies: Merger of ECC Communications Corp. with Essex Communications Holdings Corp.
New York State Business Venture Partnership I: Series C Convertible Preferred Stock Investment in Video Broadcasting Corporation
Federated Department Stores: Representation of official creditors' committee in Chapter 11 reorganization
* Certain of the representations listed above were handled by Mr. Neimeth prior to his joining Greenberg Traurig, LLP.
Professional & Community Involvement
American Bar Association (Section of Business Law)
New York State Bar Association
Association of the Bar of the City of New York
Articles, Publications & Lectures
Author: "On the Ground with Special Committees," New York Law Journal (Annual M&A Survey), November 8, 2004
Author: "Europe Stands Aside as PeopleSoft Battle Proceeds," Barron's, November 1, 2004
Author: "Locked and Loaded: Delaware Supreme Court Takes Aim at Deal Certainty", M&A Lawyer, May 2003
Author: "One Step or Two? Delaware's Going-Private Dichotomy", The Journal of Investment Compliance, Winter 2002/2003
Author: "Inconsistent Application of the SEC's 'All Holders-Best Price' Rule Continues to Chill Tender Offers", The Journal of Investment Compliance, Winter 2002/2003
Author: "M&A Voting Support", Venture Capital Journal, Winter 2002/2003
Author: "M&A Prognosis for 2002 - A Public M&A Lawyer's Perspective", The Daily Deal (June 12, 2002)
Author: "Price Protection in Stock-for-Stock Mergers," The Daily Deal (February 26, 2002)
Author: "MAC Outs After IBP and September 11, 2001," Monday Business Review
Author: "A Practical Analysis of Regulation M-A," Liberal Shareholder Communications and Takeover Techniques
Author: "An Analysis of Regulation FD," The Institutional Investor
Author: "U.S. Securities Law Implications of Corporate Restructurings" (Chapter 14, Volume II), A Comprehensive Review and Analysis of Financial Restructurings and Business Reorganizations, American Bar Association Section of Business Law
Course materials for Prentice Hall Law & Business Seminar: "Restructuring Financially Troubled Companies (Techniques that Work Today)"
Participated with Drafting Subcommittee on Proxy Solicitations and Tender Offers, Committee on Federal Regulation of Securities, Section of Business Law of the American Bar Association regarding SEC Staff proposal to define tender offers and regulate substantial share acquisitions
J.D., summa cum laude, University of Bridgeport, 1985
Associate Editor of Law Review, 1984 - 1985
B.B.A., Finance, City University of New York at Baruch College, 1982
Admitted to Practice
Locked and Loaded: Delaware Supreme Court Takes Aim at Deal Certainty
The M&A Lawyer, June 2003
Inconsistent Application of the SEC's "All Holders-Best Price" Rule Continues to Chill Tender Offers
The Journal of Investment Compliance, December 2002
The Sarbanes-Oxley Act of 2002 Effects Sweeping Changes to the U.S. Federal Securities Laws
Alert, August 2002
The Deal.com, June 11, 2002
The Deal.com, February 25, 2002
Tech consultancies of Scient, iXL to merge
The Deal.com, July 31, 2001
The SEC's New Selective Disclosure Rules Under Regulation FD
Alert, October 2000
Greenberg Traurig Handles Public M&A Transactions Totaling $14.5 Billion in Past Month
Alert, June 2000
Boston Firm To Play 'Important' Roles In High-Profile Lycos-Terra Merger
Massachusetts Lawyers Weekly, May 29, 2000
Big Lycos deal really no big deal
CNET.com, May 16, 2000
Greenberg Traurig, Wachtell Lipton and Cravath Involved in Terra Networks' US$12.5 billion Acquisition of Lycos, Inc
Press Release, May 16, 2000
Continued Surge in Public REIT M&A Activity
Press Release, February 22, 1999