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Cleary Gottlieb Steen & Hamilton

ONE LIBERTY PLAZA, NEW YORK, NY 10006, USA
Tel:
Work +1 212 225 2000
Fax:
Fax +1 212 225 3999
Email:
Web:
www.cgsh.com
Abu Dhabi, Beijing, Brussels, Buenos Aires, Cologne, Frankfurt and 10 more

Ethan Klingsberg

Tel:
Work 1 212 225 2588
Email:
Cleary Gottlieb Steen & Hamilton

Position

Ethan Klingsberg’s practice comprises M&A, public company board and independent committee, activism-response, governance, corporate, and SEC matters. His M&A practice covers mergers of mature companies, acquisitions of start-ups, divestitures, and spin-offs. He regularly helps companies prevail against, manage, and work with “activist stockholders,” including in scenarios where these stockholders have board seats, are seeking board seats, and do not have board seats. In addition, he advises boards and controlling shareholder groups on creative capital structures and governance and liquidity arrangements, including in connection with IPOs, spin-offs, recapitalizations, and the creation of autonomous subsidiaries. Ethan is recognized among M&A “MVPs” and “Dealmakers of the Year” by Law360 and The American Lawyer, and among the country’s leading corporate lawyers in every major guide.

Career

Mr. Klingsberg joined the firm in 1994 and became a partner in 2001.

Member

Mr. Klingsberg is a member of the Bar in New York and admitted in the Southern District of New York.

Education

Mr. Klingsberg received a J.D. degree in 1989 from Yale Law School, where he was the Book Reviews and Comments Editor of The Yale Law Journal. He received an undergraduate degree, magna cum laude, from the University of Pennsylvania in 1985. Prior to joining the firm, Mr. Klingsberg served as a law clerk for the Honorable Robert P. Patterson, Jr. of the U.S. District Court for the Southern District of New York and developed and participated in law reform projects in Eastern Europe under the auspices of the Soros Foundation.


United States: M&A/corporate and commercial

Corporate governance

Within: Corporate governance

Cleary Gottlieb Steen & Hamilton has expertise in a range of work across the governance space, including complex transnational matters and management changes. Arthur Kohn, who has experience acting for partnership businesses in management elections, advised CLS Group on replacing its CEO. Further, Ethan Klingsberg and Pamela Marcogliese advised Dun & Bradstreet on a leadership transition. In other highlights, a large team advised National Amusements on a multi-faceted dispute regarding its ownership of CBS, with issues of a proposed stock dividend to dilute its holding; the team managed a total replacement of the board. Also recommended is Sandra Flow, who acts as governance counsel to Stanley Black & Decker, and also advises GrafTech on its securities law matters. Joon Kim returned to the firm from the position of acting US attorney for the southern district of New York.

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M&A: large deals ($1bn+)

Within: Leading lawyers

Ethan Klingsberg - Cleary Gottlieb Steen & Hamilton

Within: M&A: large deals ($1bn+)

Cleary Gottlieb Steen & Hamilton is consistently in the frame for bet-the-company M&A engagements. It is praised for its 'skill and sophistication', with one client highlighting its 'management of a very complex transaction with great expertise'. The firm has earned further recognition for its roles in global consolidation transactions and in representing corporate targets in high-value leveraged buyouts. It continues to set the benchmark in big-ticket tech transactions; the team advised Alphabet/Google on its internal spin-offs of Loon and Wing Aviation, on its $1.1bn business cooperation agreement with HTC and on its acquisition of Socratic, the e-learning company. In the global consolidation space, it advised GiVi Holding Donatella Versace, and Versace’s CEO Jonathan Akeroyd on the $2.13bn sale of Versace to Michael Kors Holdings and advised Flavors & Fragrances on its $7.1bn acquisition of Israel-based Frutarom Industries. Moreover, it advised Kindred Healthcare on its $4.1bn acquisition by a consortium of TPG Capital, Welsh, Carson, Anderson & Stowe and Humana; the deal then involved the home health, hospice and community care businesses being separated into a standalone company owned by Humana, TPG and Welsh Carson, while the LTAC hospitals, IRFs and contract rehabilitation services businesses were split into a specialty hospital company owned by TPG and Welsh Carson. The firm's leading antitrust expertise is a crucial factor in the standing of the M&A department. Key partners include Ethan Klingsberg, Christopher Austin, Glenn McGrory and Paul Shim. Benet O’Reilly is 'always available and gives solid, practical advice when novel issues present'. Though less involved in transactions these days, Victor Lewkow deserves credit for the firm's increased prominence in M&A over recent years and he remains a source of expertise and knowledge for colleagues to lean on. James Langston and Paul Tiger are emerging names in strategic M&A and private equity buyouts. Kimberly Spoerri is praised for her relatively recent successful transition from associate to partner.

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Shareholder activism

Within: Shareholder activism

Cleary Gottlieb Steen & Hamilton handles a range of work for well-known corporates against leading activist managers. Ethan Klingsberg and Pamela Marcogliese advised Lowe's on its defense of an activism campaign by DE Shaw and Pershing Square Capital Management; counsel Elizabeth Bieber was also involved in this mandate. Klingsberg, Marcogliese and Paul Tiger also advised Tiffany & Co on a settlement with JANA Partners. Additionally, Klingsberg and James Langston advised Akamai technologies on negotiations with Elliott Management. Joon Kim (who rejoined the firm from a position as US attorney for the southern district of New York) worked with Klingsberg and Langston for Hyundai Motor Corporation in its defense of an activist campaign brought by Elliott Management. Turning to work for candidates, Klingsberg, Tiger and Giovanni Prezioso acted for Broadcom's nominees in its proxy contest as part of its $123.1bn hostile offer for Qualcomm.

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