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.
- 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