Clifford E. Neimeth has extensive experience — spanning three decades — 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; tender and exchange offers; 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/MF&W, Corwin, deal protection, Caremark, appraisal 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/ESG, investor relations and 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 disclosure, regulatory compliance 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 fairness opinion 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.
- Strategic mergers, acquisitions and business combinations; sale of control transactions; private equity sponsored buyouts; going-private transactions; corporate control contests; negotiated and contested tender and exchange offers; proxy fights and takeover/activism defense
- Special committees, and audit, corporate governance, nominating, risk assessment and compensation committees
- Corporate governance, ESG, corporate sustainability, stakeholder, crisis management, investor relations and disclosure best practices
- Delaware Court of Chancery and Delaware Supreme Court fiduciary duty and M&A deal litigation; federal disclosure litigation