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Ethan Klingsberg

Partner, Head of US Corporate and M&A

Corporate and M&A, Financing and capital markets,

Ethan Klingsberg exhibits an 'excellent grasp of the legal material and extremely good judgment,' and is strong in terms of 'style, substantive knowledge and process abilities.' He is well thought of for his handling of M&A and securities matters in a number of industries.

Chambers USA 2020

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About Ethan Klingsberg

Ethan A. Klingsberg’s practice comprises corporate, public company board of directors, M&A and SEC matters.

He has been repeatedly named a “BTI Client Service All-Star” based on the survey of general counsels of the Fortune 1000, and “Most Valuable Practitioner” in M&A, as well as having been selected, for a number of different assignments, as Dealmaker of the Year, Dealmaker of the Week and Dealmaker in the Spotlight by The American Lawyer and The Deal, and as a recipient of the Burton Award for Legal Achievement for writing on fiduciary duties. He is recognized as one of the country’s leading corporate lawyers in every major guide.

Ethan has helped a number of companies prevail against, manage and work constructively with “activist stockholders,” including in scenarios where these stockholders have board seats, are seeking board seats and do not have board seats. Experience includes responding to Brave Warrior, Corvex, Duquesne, Elliott, Franklin Mutual, Harbinger, Icahn, JANA, Paulson, Pershing Square, Relational, Starboard and Trian. For this and other work on behalf of clients, his former firm was ranked in Tier 1 for Shareholder Activism: Advice to Boards by Legal 500 US.

Previously, he clerked for the Honorable Robert P. Patterson, Jr. of the U.S. District Court for the Southern District of New York, served as Counselor to Chief Justice László Sólyom of the Hungarian Constitutional Court, and developed and participated in law reform projects in Eastern Europe under the auspices of the Soros Foundation and, later, Central European University.

Ethan has had essays and articles published in Law360, The Recorder, The Deal, Corporate Board Member, Directors Monthly, ABA Business Law, M&A Lawyer, Harvard Law School Forum on Corporate Governance, Deal Lawyers, The M&A Journal, and Insights, and was interviewed on video on the 2020 M&A outlook for Bloomberg, the role of insider stockholders in M&A transactions for The New York Times – Deal Book, and for the Conference Board about M&A risks for boards and management teams arising in connection with internal forecasts, the roles of insiders, and fundless, LP, and lesser-known sponsors.

Recent work

  • Recent Clients: Alphabet/Google, Hewlett Packard Enterprise, Stagwell Media, Verizon, Goldman Sachs, Pinterest, Walgreens Boots Alliance, Square, Stanley Black & Decker, Tiffany & Co., Applied Materials, Dun & Bradstreet, Bemis, Akamai Technologies, Hyundai, Western Digital, Ciena Corp., Agilent Technologies, Keysight Technologies, Timken Co., Kindred Healthcare, Samsonite, and Family Dollar Stores, as well as numerous independent director committees.
  • Selected Conflict M&A Transactions/Affiliate Buyouts: Cox Communications, ResCare, Fox Entertainment, CNA Surety, Alfa Corporation, Kinder Morgan, Coca-Cola Enterprises, Aramark, PepsiAmericas

Recent Transactions

  • Google in its $4.5 billion transaction with Jio Platforms, including investment and governance arrangements, and commercial agreements to develop an affordable smartphone with an optimized operating system.
  • Hewlett Packard Enterprise in its pending $925 million acquisition of Silver Peak.
  • Stagwell Media in its proposed business combination with MDC Partners. 
  • Special Committee of Independent Directors of Emerald Holding in a $400 million convertible preferred stock PIPE led by Onex Corporation.
  • Agilent in its $1.17 billion acquisition of BioTek Instruments.
  • Google in its $2.6 billion acquisition of Looker Data Sciences.
  • Lowe’s Companies in its acquisition of Boomerang Commerce’s retail analytics platform.
  • Alphabet in the strategic relationship and equity investment arrangements between SoftBank and the Alphabet company, Loon.
  • Pinterest in its IPO and dual-class recapitalization.
  • Shareholders of Levi Strauss & Co., consisting primarily of the descendants of the family of Levi Strauss and their relatives, in connection with the company’s IPO, including the adoption of a dual-class capital structure and new governance structures.
  • Dun & Bradstreet in its $6.9 billion all-cash sale of the company.
  • Bemis in its $6.8 billion all-stock merger with Amcor.
  • Stanley Black & Decker in its acquisition of IES.
  • Akamai Technologies in its cooperation agreement with Elliott Management and other governance and shareholder value initiatives.
  • Google in its $1.1 billion agreement with HTC relating to the smartphone design business.
  • Tiffany & Co. in its settlement agreements with JANA Partners and Francesco Trapani, as well as other governance matters.
  • Keysight Technologies in its $1.6 billion acquisition of Ixia.
  • Stanley Black & Decker in the divestiture of its global mechanical security business to the dormakalba group.
  • Verizon in its takeover of Fleetmatics.
  • Higher One in the break-up and negotiated tender offer for the company.
  • Samsonite in its acquisition of Tumi.
  • Family Dollar in its cash/stock acquisition by Dollar Tree and rejection of the hostile tender offer by Dollar General.
  • Google in its acquisitions of Motorola Mobility, Waze, AdMob, Admeld, Wildfire, ITA Software, Skybox, bebop, Orbitera, and numerous other M&A and governance matters, including the restructuring of Google into Alphabet and Other Bets; numerous matters involving Other Bets, including investments by Temasek and Silver Lake in Verily and investment by a subsidiary of Softbank in Loon; investments by Google in SpaceX; wearables transaction with Fossil; merger of the Terra Bella satellite business with Planet Labs; and divestitures of Motorola’s mobile devices business to Lenovo and Motorola’s “Home” business to Arris.
  • Kindred Healthcare in its hostile tender offer (and threatened proxy contest) to acquire Gentiva Health Services and in the subsequent friendly, negotiated agreement to acquire Gentiva, the spin-off and merger of Kindred’s pharma business, and numerous other M&A and governance matters.
  • Stanley Black & Decker in its unsolicited tender offer to acquire Niscayah (successfully topping an existing agreement to sell the company), sale of the global Hardware & Home Improvement business, sale of the global Mechanical Security business, and numerous other M&A matters.
  • The Special Committee of Interactive Data Corp in the company’s LBO by a private equity consortium (the largest LBO of that year).
  • The Home Depot in its acquisitions of Interline Brands, Red Beacon, BlackLocus, Hughes Supply and all of the company’s other major acquisitions.
  • Keysight Technologies in its acquisition of Anite.
  • Agilent Technologies in its acquisitions of Dako and ACEA Biosciences.
  • Alpha Natural Resources in a number of transformative stock mergers with other public companies.
  • Acquiror consortia in LBOs of Ness Technologies, Burger King, Keane and others.

 

Qualifications

Education

Yale Law School

  • J.D., Book Reviews and Comments Editor, The Yale Law Journal 1989

University of Pennsylvania

  • B.A. magna cum laude, 1985

Bar admissions

  • New York
  • U.S. District Court, Southern District of New York

 

Publications

Blog posts