Mark J. Gentile

Overview

“Substantively excellent, incredibly responsive and always accessible,” Mark Gentile has served as Delaware counsel on some of the world’s largest M&A transactions and is “a highly trusted boardroom lawyer” (Chambers USA).

Considered “an expert on Delaware transactional law and corporate governance” (Chambers USA), Mark is one of Delaware’s leading advisors on complex mergers and acquisitions, divestitures, recapitalizations, and corporate governance issues.  His clients are major corporations and their officers, directors, board committees, and stockholders.

Mark is an appointed member of the American Bar Association’s Committee on Corporate Laws. He is a sought-after speaker on aspects of Delaware corporate law at seminars around the country.

PRACTICES

Corporate Transactions
Corporate Governance
Mergers & Acquisitions
Special Committees & Investigations

Clerkships

• The Honorable John T. Elfvin, United States District Court for the Western District of New York

Select Experience

• Represented the special committee of the board of directors of Foundation Building Materials, Inc. (“FBM”) in connection with the $1.37 billion sale of FBM to affiliates of American Securities LLC
• Represented the independent committee of the board of directors of American Renal Associates Holdings, Inc. in connection with the $853 million sale of American Renal to an affiliate of Nautic Partners, LLC
• Represented the Nominating, Corporate Governance and Conflicts Committee of the board of directors of Och-Ziff Capital Management Group LLC in connection with recapitalization of Och-Ziff
• Represented the independent committee of the board of directors of T-Mobile US Inc. in connection with the $26.5 billion acquisition of Sprint Corp.
• Represented Dell Technologies Inc. in connection with the $21.7 billion conversion of Dell’s Class V tracking stock into shares of Dell’s Class C stock
• Represented the independent directors of CH2M HILL Companies Ltd. in connection with the $3.27 billion combination with Jacob Engineering Group Inc.
• Represented the special committee of the board of directors of Neff Corp. in connection with Neff’s $1.3 billion acquisition by United Rentals Inc.
• Represented the board of directors of The Fresh Market, Inc. in connection with its evaluation of strategic alternatives and the $1.4 billion acquisition of that company by an affiliate of Apollo Global Management, LLC
• Represented Allergan, Inc. in connection with the successful defense of $45.7 billion unsolicited hostile tender offer by Valeant Pharmaceuticals and proxy contest led by Pershing Square, and the $66 billion sale to Actavis PLC
• Represented the board of directors of Genworth Financial, Inc. in connection with its pending $2.7 billion acquisition by China Oceanwide
• Represented Reynolds American Inc. in its acquisition of Lorillard, Inc. for $27.4 billion, and in related $7.1 billion divestiture to Imperial Tobacco Group and $4.7 billion investment by British American Tobacco
• Represented Dell Inc. in $24.9 billion transaction whereby Michael Dell and other investors took Dell private
• Represented the special committee of the board of directors of Dole Food Co. in connection with Dole’s going-private that valued Dole at approximately $1.6 billion
• Represented the special committee of the board of directors of Schawk, Inc. (NYSE: SGK) in connection with its $600 million acquisition by Matthews International Corporation
• Represented the independent directors of NACCO Industries Inc. in connection with the spin-off of Hamilton Beach Holding Company
• Represented the directors of Cotivity Holdings Inc. in connection with its $4.9 billion acquisition by Verscend Technologies, Inc.
• Represented La Quinta Holdings Inc. in connection with its $1.95 billion acquisition by Wyndham Worldwide Corp.
• Represented Clayton Williams Energy in connection with its $2.7 billion acquisition by Noble Energy, Inc.
• Represented the special committee of the board of directors of Crown Media Holdings, Inc. in connection with $1.4 billion recapitalization, upheld after trial as entirely fair by the Delaware Court of Chancery and as affirmed by the Delaware Supreme Court (S. Muoio & Co., LLC v. Hallmark Entertainment Investments Co.)
• Represented the board of directors of Selectica, Inc. in connection with the adoption of its NOL rights plan; the triggering of the plan was upheld by the Delaware Court of Chancery after trial and affirmed by the Delaware Supreme Court (Versata Enters., Inc. v. Selectica, Inc.)
• Represented the special committee of the board of directors of California Pizza Kitchens Inc. in connection with $470 million acquisition by an affiliate of Golden Gate Capital
• Represented the special committee of the board of directors of American Commercial Lines, Inc. in connection with acquisition by Platinum Equity in an $800 million transaction
• Represented Transatlantic Holdings, Inc. in connection with successful defense of $3.4 billion unsolicited hostile tender offer and proxy fight, and negotiation of consensual acquisition by Allegheny Corp.
• Represented the independent directors of Marvel Entertainment, Inc. in connection with $4 billion acquisition by The Walt Disney Company
• Represented the board of directors of ITC/DeltaCom in connection with $500 million acquisition by Earthlink, Inc.
• Represented the board of directors of PAETEC Holding Corporation in connection with $2.3 billion acquisition by Windstream Corp.
• Represented the independent directors of On2 Technologies in connection with its acquisition by Google Inc.

Education

• Boston University School of Law, J.D., cum laude
  Law Review, Managing Editor
• State University of New York at Binghamton, B.S.

Leadership

• American Bar Association, Business Law Section, Committee on Corporate Laws
• Planning Committee, Tulane Corporate Law Institute
• PLI, Directors’ Institute on Corporate Governance, Co-Chair, 2016-2020

Recognition

• American College of Governance Counsel, Fellow
• Chambers USA, since 2005, Band 1
• The Legal 500, since 2016
• The Best Lawyers in America, since 2008
• Best Lawyers in America Wilmington, DE Corporate Law Lawyer of the Year 2024, 2021, Corporate Governance Lawyer of the Year 2018 & 2014, Mergers and Acquisitions Lawyer of the Year 2024, 2016
• Lawdragon 500 Leading Dealmakers in America, Corporate, M&A, Delaware Law, 2024, 2023, 2022
• Delaware Today Top Lawyer, Corporate Law, since 2013; Top Vote Getter, Mergers, 2016
• Super Lawyers, since 2008
• Who’s Who Legal, since 2008

Bar Admissions

• Delaware
• New York