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. Mr. Grossman is ranked in the top tier in Chambers USA 2017 for New York takeover defense. He also was named one of The American Lawyer’s Dealmakers of the Year in 2017.

His representations have included:

  • Advisory Board Company in response to Elliott Associates LP and the subsequent $2.2 billion sale in two parts to United Health and Vista Partners;
  • AEP Industries Inc. in its $765 million sale to Berry Plastics Group, Inc.;
  • Akamai Technologies Inc. in its response to and settlement with activist shareholder Elliott Associates LP;
  • American Capital, Ltd. in response to activist shareholder Elliott Associates LP and its subsequent sale to Ares Capital Corporation for $3.4 billion;
  • 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 and sale to Thoma Bravo;
  • 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, Inc.;
  • Hexcel Corporation in its successful proxy contest against dissident shareholder Oscar S. Schafer and Partners;
  • Insperity, Inc. in its settlement with activist shareholder Starboard Value LP;
  • 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;
  • Norfolk Southern Corporation in connection with an unsolicited offer and threatened proxy contest by Canadian Pacific Railway in conjunction with Pershing Square, which was highlighted in The American Lawyer’s 2017 Dealmakers of the Year;
  • Oshkosh Corporation in its successful proxy contest against dissident shareholder Carl Icahn;
  • the board of directors of Questar Corporation in Questar’s $6.4 billion spin-off of QEP Resources, Inc. to shareholders;
  • Stewart Information Services Corporation in response to and settlements with several activist 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.



  • J.D., New York University, 1984
  • B.S., The Wharton School, University of Pennsylvania, 1981


  • New York

Richard J. Grossman

Partner, Mergers and Acquisitions