Michael A. Schwartz
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, N.Y. 10019-6099, U.S.A.
Michael A. Schwartz is a partner in Willkie’s Corporate and Financial Services Department in New York. He specializes in mergers and acquisitions, shareholder activism, and the investment activities of hedge funds and other significant investors.
M&A and Shareholder Activism
Mr. Schwartz represents investors, boards of directors and managements in activist campaigns and proxy contests involving board representation, management and governance changes, capital allocation issues, corporate strategy and M&A transactions. He works with public companies on matters of takeover defense, and represents special board committees in going private and other transactions that raise significant fiduciary duty concerns.
Representation of Significant Investors
Mr. Schwartz represents hedge funds and other investors that acquire, hold and dispose of significant positions in public and private companies. He represents these clients in privately negotiated acquisitions and dispositions, and advises on insider trading issues, 13D/G and Section 16 reporting, short swing profit liability, and arbitrage matters.
Selected Professional and Business Activities
Mr. Schwartz is a member of the American Bar Association and the Association of the Bar of the City of New York, and has served as a member of the City Bar’s Committee on Securities Regulation and its Corporation Law Committee.
Selected Significant Matters
Proxy Contests and Activist Campaigns
Special Committee Representations
Yahoo! Inc. – Representation of Third Point LLC in successful proxy contest culminating in majority board change, departure of chief executive officer and addition of three Third Point nominees to the Yahoo! board of directors
PHH Corporation – Representation of Pennant Capital Management, LLC in successful proxy contest culminating in the election of two Pennant Capital nominees to the PHH board and the departure of PHH’s chief executive officer from the company
TXCO Resources Inc. – Representation of Third Point LLC in a proxy contest and negotiated settlement resulting in two Third Point nominees being added to the TXCO board
ExpressJet Holdings, Inc. – Representation of Hayman Advisors, L.P. in a proxy contest and negotiated settlement resulting in two Hayman nominees being added to the ExpressJet board
Capital Senior Living Corporation – Representation of Capital Senior Living in a threatened proxy contest and negotiated settlement resulting in two stockholder representatives being added to the Capital Senior board and the establishment of a board committee to consider strategic alternatives
Insituform Technologies, Inc. – Representation of Water Asset Management LLC in a proxy contest resulting in the election of a Water Asset Management nominee to the Insituform board
Pogo Producing Company – Representation of Third Point LLC in a proxy contest and negotiated settlement resulting in two Third Point nominees being added to the Pogo board and direct participation by Third Point in Pogo’s strategic alternatives process; representation of Third Point LLC in the subsequent sale of Pogo to Plains Exploration & Production Company
Celebrate Express, Inc. – Representation of Spencer Capital Management, LLC in a proxy contest and negotiated settlement resulting in representatives of Spencer Capital and another investor being added to the Celebrate Express board and direct participation by Spencer Capital in the company’s strategic alternatives process
Massey Energy Company – Representation of Third Point LLC in a proxy contest resulting in the election of two Third Point nominees to the Massey board
Other M&A Transactions
Representation of the Special Committee of the Board of Directors of M & F Worldwide Corp. in connection with the going private transaction by MacAndrews & Forbes Holdings, Inc.
Representation of the Special Committee of the Board of Directors of Universal American Corp. in connection with a proposed management buyout, and representation of the Special Committee in the subsequent acquisition of MemberHealth, Inc., which was funded by Universal American affiliates
Representation of Special Committees of Imperial Parking Corporation, International Specialty Products and Bluelight.com in connection with going private transactions by their respective affiliates
Representation of the Special Committee of the Board of Directors of Quintiles Transnational Corp. in connection with the buyout by a non-controlling management group
Representation of Special Committees of Global Crossing Ltd. and Crescent Real Estate Equities Company in connection with agreements and transactions with their respective affiliates
Representation of The Philadelphia Stock Exchange (PHLX) in its auction process and sale to The NASDAQ OMX Group, Inc.
Representation of the Philadelphia Stock Exchange in its historic demutualization and in subsequent strategic investments by Merrill Lynch, Citadel, Morgan Stanley, Citigroup, Credit Suisse and UBS
Representation of Wellsford Real Properties, Inc. in its exploration of strategic alternatives and in its liquidation transaction
Representation of Jarden Corp. in its acquisitions of American Household, Inc. and The United States Playing Card Company
1982, New York University School of Law, J.D.
1979, Cornell University, B.A.
New York, 1983