Richard J. Grossman focuses his practice on proxy contests, responding to shareholder activists, corporate governance matters and mergers and acquisitions.
Mr. Grossman has advised many companies with respect to corporate governance issues and responses to shareholder proposals. He had also represented companies in contested proxy solicitations and other contests for corporate control. In addition, Mr. Grossman has advised several firm clients in designing and implementing shareholder rights plans and other corporate protective measures. Recently, Mr. Grossman represented Hexcel Corporation in its successful proxy contest against dissident shareholder Oscar S. Schafer and Partners. He also represented the Independent Directors of Six Flags in opposition to a consent solicitation to remove directors by Red Zone. He also has represented Rowan Companies, Post Properties, Endo Pharmaceuticals, Enzon Pharmaceuticals and Borland Software in connection with settlements of threatened proxy contests by activist shareholders.
Mr. Grossman has extensive experience in mergers and acquisitions in the health care-related industries. He represented BioVeris Corporation in its $600 million sale to Roche Holding AG, U.S. Healthcare in its $8.8 billion merger with Aetna Life and Casualty Company, and Healthsource in its $1.5 billion sale to CIGNA.
Mr. Grossman also has extensive experience in representing companies in connection with unsolicited acquisition proposals. He recently assisted in the defense of 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. Mr. Grossman also worked on the defense of TRW in response to Northrop Grumman’s unsolicited proposal and proxy solicitation, as well as the subsequent sale of TRW to Northrop Grumman.
Mr. Grossman also has represented clients in leveraged buyout transactions, including representing Jerry Moyes in his approximately $2.7 billion management buyout of Swift Transportation. He also represented the Special Committee of the Board of Loehmann’s Holdings in a going-private acquisition by Crescent Capital and Niagara Corporation in its sale to private equity firm Kohlberg & Company. Mr. Grossman also has represented private equity firm Tinicum Capital Partners in a series of acquisitions and dispositions of middle-market companies.
