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Marc S. Gerber

Partner

Partner

Mergers and Acquisitions, Corporate Governance, General Corporate and Securities Matters, Privacy and Cybersecurity

Washington, D.C.

T: 1.202.371.7233

F: 1.202.661.8280

marc.gerber@skadden.com

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Marc S. Gerber concentrates his practice in the areas of mergers and acquisitions, corporate governance, and general corporate and securities matters. Mr. Gerber has represented purchasers and sellers in a wide variety of transactions, including private acquisitions and divestitures, negotiated and contested public acquisitions, and proxy fights. Mr. Gerber also counsels clients in private equity transactions and in cross-border joint ventures and other strategic alliances.

Mr. Gerber advises numerous clients on a full range of corporate governance and related matters, including advising clients on compliance with the corporate governance provisions of the Dodd-Frank Act and the provisions of the Sarbanes-Oxley Act, the rules and regulations of the Securities and Exchange Commission (SEC) and the listing requirements of the New York Stock Exchange and NASDAQ Stock Market. In addition, he counsels clients on matters concerning their annual meetings and proxy statements, including responding to shareholder proposals and interacting with shareholders and proxy advisory firms. Mr. Gerber also advises companies, boards of directors and board committees on corporate governance topics such as shareholder rights plans, advance notice bylaws, proxy access, board independence and board self-evaluation.

Some of Mr. Gerber’s significant transactions include the representation of: 

  • Alexander & Baldwin, Inc., a real estate and agribusiness company, in its acquisition of Grace Pacific Corporation;
  • Spectra Energy Corp in its acquisition of the Express-Platte pipeline system from Kinder Morgan Energy Partners, LP, the Ontario Teachers’ Pension Plan and Borealis Infrastructure;
  • Human Genome Sciences, Inc. in its initially unsolicited, but subsequently agreed upon acquisition by GlaxoSmithKline plc;
  • Alexander & Baldwin, Inc., a real estate, agribusiness and ocean transportation company, in its separation into two public companies, Alexander & Baldwin and Matson, Inc.;
  • The Bureau of National Affairs, Inc. in its acquisition by Bloomberg Inc.;
  • Serco Group plc, an international service company, in its acquisition of SI International, Inc.; 
  • Global Insight, Inc., a provider of economic and financial information, in its acquisition by IHS Inc.; 
  • ArcelorMittal, an integrated metals and mining company, in its acquisition of the Mid Vol Coal Group; 
  • Fortunoff in its acquisition by NRDC Equity Partners LLC (the parent company of Lord & Taylor); 
  • the Special Committee of the Board of Directors of Total System Services, Inc., a provider of outsourced payment services, in the spin-off of Total System Services from Synovus Financial Corp.; 
  • Rite Aid Corporation in its acquisition of the Brooks and Eckerd drugstore chains from The Jean Coutu Group (PJC) Inc.; 
  • Banco Itaú S.A. in connection with restructuring its strategic marketing alliance with America Online Latin America, Inc.; 
  • Sul América S.A. in connection with expanding its joint venture with ING Insurance International B.V.; 
  • SunTrust Banks, Inc. in its proxy contest with Wachovia Corporation; 
  • Eastman Chemical Company in its acquisitions of McWhorter Technologies, Inc. and Lawter International, Inc.; 
  • Primark Corporation in its acquisition by The Thomson Corporation; 
  • KN Energy, Inc. in its merger with Kinder Morgan, Inc.; and 
  • Great Western Financial Corporation in its proxy contest with H.F. Ahmanson & Co.

Bar Admissions

New York
District of Columbia

Education

J.D., Georgetown University Law Center, 1993 (magna cum laude, Order of the Coif, articles editor, Georgetown Law Journal)

B.S.E., University of Pennsylvania, 1989

Experience

Law Clerk, Hon. Richard J. Cardamone, U.S. Court of Appeals, Second Circuit

Authorships

Co-author, "The SEC’s Standards of Professional Conduct for Attorneys," The M&A Lawyer