Michael A. Schwartz Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8267 F 212-728-9267

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Michael A. Schwartz is a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York. He specializes in mergers and acquisitions, corporate governance and control, and general corporate and securities law.

Mr. Schwartz regularly advises hedge funds and other significant stockholders on their equity investments in public companies, including their disclosure obligations and short-swing profit exposure. He is often called upon to represent these clients, as well as corporate boards and managements, in proxy contests and "activist" campaigns seeking board representation, management and governance changes, changes in corporate strategy and direction, and the return of capital to stockholders.

Mr. Schwartz also regularly represents special board committees in "conflict of interest" situations, including "going private" and "affiliated party" transactions raising significant fiduciary duty concerns.

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.

Proxy Contests and Activist Campaigns

• 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

Special Committee Representations

• 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

Other M&A Transactions

• 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