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Clifford E. Neimeth has extensive experience leading multi-disciplinary deal teams in structuring, negotiating and consummating complex M&A transactions (with an aggregate value exceeding several hundred billion dollars) for purchasers, sellers, business combination partners, boards of directors, special committees, control groups and institutional investors.

Such transactions include cash mergers and acquisitions; stock-for-stock business combinations; strategic mergers; mergers-of-equals; private equity sponsored buyouts; going-private transactions; proxy fights; corporate control contests; anti-takeover and activist defense engagements; divestitures and spin-offs; M&A plans of reorganization and 363 sales; and Revlon, Unocal, entire fairness, Corwin, deal protection, Caremark, and state and federal disclosure litigation matters and negotiated settlements thereof.

Cliff also has comprehensive experience representing public companies in a wide variety of corporate governance, sustainability/ES&G, investor relations and issuer stakeholder matters, and routinely advises boards of directors, special committees and executive management teams regarding their fiduciary duties in myriad transactional, crisis management, internal investigation, risk assessment and oversight contexts.

He regularly represents clients before the SEC in transaction disclosure, regulatory and no-action matters; assists issuers with presentations to national securities exchanges, asset managers, portfolio investors and the leading proxy advisory firms; and represents financial advisors in diverse M&A assignments.

Cliff is a frequent keynote speaker and lead panelist at national business and legal conferences, and has been published and quoted frequently in law journals, professional texts and various business and media platforms 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 mergers, acquisitions and business combinations, sale of control transactions, private equity sponsored buyouts, going-private transactions, corporate control contests, hostile takeovers, proxy fights and takeover/activism defense
  • Special committees, and audit, corporate governance, nominating, risk assessment and compensation committees
  • Corporate governance, sustainability, crisis management, and investor relations/disclosure best practices
  • Delaware Court of Chancery and Delaware Supreme Court fiduciary duty and deal process litigation

Competenze

Esperienze Professionali

  • Zoe’s Kitchen, Inc.: sale to purchaser- consortium consisting of Cava Grill, Inc., founder and chairman of Panera Bread Company, and private equity firm - - Invus Group
  • Special Committee of RLJ Entertainment, Inc.: going-private transaction consummated by AMC Networks, Inc. (controlled by Charles Dolan and James Dolan) and Robert L. Johnson, founder of RLJ
  • Exactech, Inc.: merger with affiliate of TPG Capital
  • Mednax, Inc.: represented incumbent directors in defense against various activist initiatives led by Elliott Management
  • Campbell Global Group: sale of general and limited partnership interests to CatchMark Timber Trust (NYSE-CTT) and consortium of institutional real estate investors
  • Aqua Metals Inc.: represented incumbent directors in defense of Kanen Wealth Management’s control contest to replace entire Board
  • Special Committee of Unico Inc.: public auction to sell control of the Company
  • Jarden Corporation: stock-for-stock business combination with Newell- Rubbermaid, Inc.
  • Century Communities, Inc.: stock and cash business combination with UCP, Inc.
  • Special Committee of AMERCO (U-Haul): proposal to implement Class A – Class B 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 defense of Western Investment LLC proxy fight to replace majority of Board.
  • Infinity Augmented Reality Inc.: merger with affiliate of Alibaba Inc.
  • World Energy Solutions: represented incumbent directors in defense and ultimate settlement of short-slate election contest and other activist initiatives by Ardley Partners LLP.
  • Special Committee of Alico, Inc.: in public auction and ultimate sale of controlling equity interests to private equity and strategic buyer consortium.
  • Metropolitan Health Networks, Inc.: sale of control to Humana, Inc.
  • Terremark Worldwide, Inc.: merger with Verizon Communications Inc.
  • Instantis, Inc.: sale of control to Oracle, Inc.
  • IDACORP, Inc.: defense of various stockholder activist initiatives and implementation of various corporate governance programs, initiatives and disclosure reforms
  • Superior Vision, Inc.: sale to Nautic Partners LLC in private equity 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.: lead counsel to special litigation committee in connection with investigation of 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.
  • Gentiva Health services, Inc.: sale of control to Kindred Healthcare, Inc.
  • Molina Healthcare Inc.: represented founder and substantial stockholder group in various corporate governance reform initiatives
  • Perry Ellis International, Inc.: 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 private equity co-sponsors in consortium which purchased Restoration Hardware, Inc. (via cash merger with equity rollover)
  • Westport Resources Corporation: represented 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: migration merger and subsequent business combination with Lycos, Inc.
  • iXL Enterprises: merger of equals with Scient Corporation
  • Winn-Dixie Stores, Inc.: sale to affiliates of Lonestar Partners and private equity investor consortium.
  • Special Committee of Polyvision Corporation: sale of control to Steelcase Inc.
  • GlobalNet, Inc.: stock-for-stock merger with The Titan Corporation
  • GFI Group, Inc.: sequential 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.
  • Special Committee of U.S. Sugar Corporation: sale of substantially all real estate and agricultural business assets to South Florida Water Management District and private investor consortium.
  • Special Committee of MetLife Inc.: sale of Stuyvesant Town and Peter Cooper Village
  • Special Committee of Atari Inc.: sale and financing transactions with corporate parent, Infogrames SA
  • Special Committee of Vie Financial Group, Inc.: controller 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
  • Special Committee of Polo Ralph Lauren: various corporate governance initiatives.
  • 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 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 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 III: acquisition of SonicBlue Inc.'s "Go-Video' business in Chapter 11 auction
  • Various activist and agitation defense assignments for public companies targeted by Elliott Management; Starboard Value; Pershing Square Capital Management; Bulldog Investors LLC; Raging Capital Management LLC; ValueAct Capital; Third Point LLC; and Legion Partners Asset Management

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): Multibillion-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.
  • J.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.

Riconoscimenti e Premi

  • 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

Formazione

Formazione
  • Laurea magistrale in Giurisprudenza, 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
Abilitazioni
  • Arizona
  • New York
Lingue