Skip to main content

Clifford E. Neimeth has 35 years of experience designing, negotiating, managing and completing complex public and private M&A transactions for acquirers, sellers and investors; boards of directors and special committees; controlling stockholders; private equity sponsors; hedge funds; and distressed issuers. Such transactions, having an aggregate value in excess of several hundred billion dollars, include cash mergers and acquisitions; stock-for-stock business combinations, strategic mergers; private equity sponsored buyouts, mergers-of-equals; proxy fights, corporate control battles and takeover and activist stockholder defense engagements; going-private transactions business divestitures and spin-offs; post-announcement topping bids; chapter 11 reorganizations ; and Revlon, Unocal, entire fairness, deal protection and disclosure litigation matters. Cliff also represents financial advisory firms and fairness opinion providers in various public M&A transactions.

Cliff leads multi-disciplinary deal teams in a wide variety of M&A transactions and corporate governance matters and routinely advises boards of directors , special committees and executive management teams regarding their fiduciary duties and corporate governance matters.

Cliff is a recognized keynote speaker and lead panelist at national business conferences and legal seminars. Cliff is routinely published and is quoted frequently in business and social media, law journals and professional texts regarding the fiduciary duties of corporate directors; M&A deal structures and strategies; deal protections, negotiating techniques; takeover defense; Delaware fiduciary litigation; corporate governance best practices; and stockholder activism matters.

Concentrations

  • Strategic business combinations, sale of control transactions, sponsored buyouts and going-private transactions, corporate control contests, hostile takeovers, proxy fights and takeover/activism defense
  • Special committee, audit committee and compensation committee representations
  • Corporate governance best practices
  • Delaware Court of Chancery and Delaware Supreme Court fiduciary litigation

Expertise

M&A

Erfahrung

  • Zoe’s Kitchen, Inc.:in its sale to a purchaser- consortium consisting of Cava Grill, Inc; restaurateur, founder and chairman of Panera Bread Company; and private equity firm, Invus Group
  • Special Committee of RLJ Entertainment, Inc. in going-private transaction proposed by AMC Networks, Inc. (controlled by Charles and James Dolan) and Robert L. Johnson, founder of RLJ
  • Exactech, Inc.: Merger with affiliate of TPG Capital
  • Mednax, Inc.Board of Directors in defense against various stockholder activist initiatives led by Elliott Management
  • Campbell Global Group in $ 1.4 billion sale of general and limited partnership interests to CatchMark Timber Trust (NYSE-CTT) and consortium of institutional real estate investors
  • Represented incumbent directors of Aqua Metals Inc. in its defense of Kanen Wealth Management’s control contest to replace entire Board
  • Special Committee of Unico Inc.: in its public auction to sell control of the Company
  • Jarden Corporation: $17 billion stock-for-stock business combination with Newell- Rubbermaid Inc.
  • Century Communities, Inc.: stock and cash business combination with UCP, Inc.
  • AMERCO (U-Haul): Represented special committee of independent directors in control group proposal to implement dual voting stock recapitalization.
  • Chamber Street Properties: merger of equals with Gramercy Property Trust.
  • Internap Corporation: Public auction for sale of control
  • Anworth Mortgage Asset Corporation: Represented incumbent directors in proxy fight by Western Investment LLC to unseat majority of Board.
  • Infinity Augmented Reality Inc.: Merger with affiliate of Alibaba Inc.
  • World Energy Solutions: Represented incumbent directors in settlement of threatened election contest and other activist initiatives by Ardley Partners LLP.
  • Alico, Inc.: Represented Special Committee of independent directors in sale of controlling interest to private equity consortium.
  • Metropolitan Health Networks, Inc.: sale of Metropolitan to Humana, Inc.
  • Terremark Worldwide, Inc.: merger with Verizon Communications Inc.
  • Instantis, Inc.: sale of control to Oracle, Inc.
  • IDACORP, Inc.: Representation of incumbent directors in defense of various stockholder activist initiatives
  • Superior Vision, Inc.: Sale to Nautic Partners LLC in sponsored MBO.
  • Trian Fund Management, LP: activist initiatives involving Family Dollar Stores, Inc.
  • Fairholme Funds Ltd.: activist initiatives involving The St. Joe Company and representation of Fairholme as largest shareholder of AmeriCredit Corp. in sale to General Motors Corporation.
  • Home Diagnostics Inc.: Sale of company to Nipro Corporation (via cash tender offer and second-step merger)
  • TTM Technologies, Inc.: stock and cash business combination with Meadville Holdings, Inc.
  • Silverleaf Resorts Inc.: counsel to special litigation committee in connection with investigation of derivative fiduciary (Revlon process) litigation arising out of cash merger with Cerberus Capital Management Ltd.
  • Natrol Inc.: Sale to Plethico Pharmaceuticals Ltd. (via cash tender offer and second-step merger)
  • Berggruen Holdings N.A. Ltd: Represented 32% stockholder in Essilor International Inc.'s cash merger with FGX International Holdings, Inc.
  • Perry Ellis International, Inc.: multiple M&A transactions include acquisition of Rafaella Apparel Inc. from affiliate of Cerberus Capital Management Ltd.; winning "stalking horse" bid in Anchor Blue Corporation's Chapter 11 case; acquisition of Liz Claiborne's C&C and Laundry business units; winning 363 bid for London Fog Group assets in Chapter 11 case; winning stalking horse acquisition of Tropical Sportswear International Corporation ; merger with Salant Corporation
  • Glenhill Capital Management, LLC: Represented co-sponsor in MBO consortium which purchased Restoration Hardware, Inc. (via cash merger with equity rollover)
  • Westport Resources Corporation: represented of 31% stockholder in stock- for-stock merger with Kerr-McGee Corporation
  • Navalmar Transportes Maritimos LDA: cash merger with MC Shipping Inc.
  • Itemus, Inc.: U.S./Canada cross-border acquisition of Digital 4-Sight Corp.
  • Telefonica, SA: stock-for-stock merger with Lycos, Inc.
  • iXL Enterprises: merger of equals with Scient Corporation
  • Polyvision Corporation: represented special committee of independent directors in merger with Steelcase Inc.
  • GlobalNet, Inc.: stock-for-stock merger with The Titan Corporation
  • GFI Group, Inc.: stock-for-stock mergers with each of Fenics Ltd and GFInet Inc.
  • ILM Senior Living Inc.: stock and cash election merger with Capital Assisted Living Corporation
  • Silverline Technologies Ltd: stock-for-stock merger with Seranova, Inc.
  • U.S. . Sugar Corporation: represented special committee of independent directors in sale of substantially all real estate and business assets to South Florida Water Management District
  • MetLife Inc.: counsel to special committee of independent directors in sale of Stuyvesant Town and Peter Cooper Village
  • Atari Inc.: represented special committee of independent directors in sale and financing transactions with corporate parent, Infogrames SA
  • Vie Financial Group, Inc.: represented special committee of independent directors in going-private transaction.
  • Vocus Inc.: represented board of directors (adoption of rights plan and implementation of other takeover defenses) in connection with hedge fund accumulation of Vocus common stock
  • Criticare Systems, Inc.: represented incumbent directors in short-slate election contest
  • Kona Grill Inc.: represented incumbent directors in short-slate election contest initiated by Millroad Capital
  • Enzo Biochem Inc.: represented incumbent directors in short-slate election contest
  • Gencor Industries, Inc.: represented incumbent directors in short-slate election contest
  • Emerging Vision, Inc.: represented incumbent directors in short-slate election contest
  • Mission Partners, LP: election contest to replace majority of Syntellect, Inc. incumbent directors
  • Wynnefield Capital Management LLC: various sale process and corporate governance activist Initiatives.
  • Morgan Joseph Triartisan: financial advisor to Richardson Electronics Ltd's in sale of wireless division to Arrow Electronics Inc.; American Real Estate Partners (Carl Icahn) in acquisition of Lear Corp. and acquisition of substantially all of Federal Mogul’s assets in U.S./UK Chapter 11 case; and Fairchild Corporation in sale of industrial fastener business to Alcoa Inc.
  • Sun Capital, LLC/SF Equities: strategic portfolio investments in The Sharper Image Corporation, Pier 1 Imports, Eddie Bauer Holdings, Inc., Design Within Reach Inc., Wilsons - - The Leather Experts, Nautilus Inc, C&D Technologies, The Finish Line, American & Italian Pasta Co., and Georgia Gulf Corp
  • Polo Ralph Lauren: counsel to board committee regarding corporate governance matters
  • Silvercorp Metals Inc.: unsolicited U.S./Canada cross-border exchange offer to acquire Klondex Mines Ltd.
  • Vitacost Inc: adoption of stockholder rights plan and various structural defenses in response to activist stock accumulation and initiatives
  • Allied Defense Group: adoption of stockholder rights plan and strategic defense initiatives in connection with activist threats from Pirate Capital
  • Providence Recovery Partners: activist initiatives in connection with Benihana Restaurants, Inc., Foot Locker and The New York Times
  • Wireless Telecom Group, Inc.: acquisition of outstanding capital stock of Willtek Communications GmbH
  • CD Capital Partners, L.P. (co-investor with Jay Pritzker Foundation and Zell Real Estate Partners): activist initiatives facilitating auction and sale of Sunterra Corp.
  • HIG Capital/Bayside Advisors: acquisition of controlling voting interests in Westaff, Inc. and Milacron, Inc (Ohio Plastics)
  • FTI Consulting, Inc.: acquisition of KPMG's litigation support and dispute advisory businesses
  • Care Realty LLC: stock and cash acquisition of substantially all of the health care business assets of The MediTrust Companies
  • Miesrow Financial Group: acquisition of KPMG's corporate recovery practice business
  • Seitel Inc.: M&A and recapitalization transactions in Chapter 11 reorganization
  • CarmCo Investments Fund; acquisition of SonicBlue Inc.'s "Go-Video' business in Chapter 11 auction

The below representations were handled by Mr. Neimeth prior to his joining Greenberg Traurig, LLP:

  • 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.
  • Cendant Corporation (CUC International Inc., as predecessor): Multi-billion dollar stock-for-stock acquisitions of Ideon Group, Inc., Davidson & Associates, Inc., Sierra On-Line, Inc. and Advance Ross Corporation.
  • General Motors Corporation: Spin-off of Electronic Data Systems and sale of Class E tracking stock; various corporate governance matters.
  • 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.
  • Royal Oak Mines, Inc.: Hostile tender offer for LAC Minerals Ltd.
  • 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.: financial M&A transactions involving public and private companies.
  • 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.
  • 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.
  • Cineplex Odeon Corporation: Management buyout and change-in-control transactions with MCA Corporation.
  • Olympia & York Development Ltd: Chapter 11 plan of reorganization.
  • Federated Department Stores: Representation of official creditors' committee in Chapter 11 reorganization.

Anerkennung durch den Markt

  • Listed, Super Lawyers magazine, Southwest Super Lawyers, M&A, 2014-2019
  • Listed, Super Lawyers magazine, New York Metro Super Lawyers, M&A, 2006-2019
  • Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of "America’s Best Corporate Law Firms," 13th Annual Legal Industry Study, 2013
  • Advisory Board, The M&A Deal Lawyer
  • Member, Law360 Mergers & Acquisitions Editorial Advisory Board, 2013-2014
  • Member, American Bar Association (Section of Business Law)
  • Member, New York State Bar Association
  • Member, Arizona State Bar Association
  • Member, Association of the Bar of the City of New York
  • Member, ABA Committee on Negotiated Acquisitions; Subcommittee on M&A Jurisprudence; Public Company Mergers Task Force; ABA Subcommittee on Corporate Governance

Ausbildung

Akademische Ausbildung
  • J.D., summa cum laude, University of Bridgeport School of Law, 1985
    • Associate Editor, Law Review
  • B.B.A., Finance, City University of New York at Baruch College, 1982
Zulassung
  • Arizona
  • New York
Sprache