Ethan A. Klingsberg is a partner based in the New York office. His practice comprises M&A, public company board of directors, corporate and SEC matters.
Mr. Klingsberg has been repeatedly named as a "BTI Client Service All-Star" based on the survey of general counsels of the Fortune 1000 and "Most Valuable Practitioner" in M&A by Law360
, as well as having been selected, for a number of different assignments of the years, as “Dealmaker of the Year,” “Dealmaker of the Week” and “Dealmaker in the Spotlight” by The American Lawyer
and “Lawyer of the Week” by the Times
, and recipient of the Burton Award for Legal Achievement by the Law Library of Congress for writing on fiduciary duties. Chambers Global
, Chambers USA
, IFLR 1000: The Guide to the World’s Leading Financial Law Firms
, Expert Guide to the World’s Leading M&A Lawyers
, The Legal 500 U.S.
, The Best Lawyers in America
, Who’s Who Legal: Corporate – M&A and Governance
, and Lawdragon 500: Leading Lawyers in America
all regularly recognize him as one of the country’s leading corporate lawyers.
He 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, Paulson, Pershing Square, Relational, Starboard, and Trian.
Recent clients include Family Dollar Stores, Google, Goldman Sachs, The Home Depot, Stanley Black & Decker, Kindred Healthcare, Timken Co., Agilent Technologies, Western Digital Corporation, Alpha Natural Resources, FEMSA and Stora Enso, as well as committees of independent directors at TerraForm Power, Interactive Data Corp, Higher One Holdings, Syntel, Trans World Entertainment, and UGC Europe. In addition, he has been involved as counsel to a principal or financial advisor in a number of high profile, conflict M&A transactions, including the buyouts by controlling stockholders or management-led groups of the public floats of Cox Communications, Fox Entertainment, Alfa Corporation, Coca-Cola Enterprises, PepsiAmericas, ResCare, CNA Surety, Kinder Morgan and Aramark.
Notable recent transactions include representing Family Dollar in its pending cash/stock acquisition by Dollar Tree and rejection of the competing tender offer by Dollar General; Google in its acquisitions of Motorola Mobility, Waze, AdMob, Admeld, Wildfire, ITA Software, Skybox and numerous other M&A and governance matters, including Google’s divestitures of Motorola’s mobile devices business to Lenovo and Motorola’s "Home" business to Arris; Kindred Healthcare in its unsolicited 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; Agilent in its acquisition of Dako; Stanley Black & Decker in its successful topping tender offer to acquire Niscayah, sale of the Hardware & Home Improvement 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 the year); The Home Depot in its acquisitions of Red Beacon, BlackLocus, Hughes Supply, and all of the company’s other major acquisitions; Alpha Natural Resources in its cash/stock merger with Massey Energy as well as its merger with Foundation and receipt of a large termination fee from Cleveland Cliffs Natural Resources; acquiror consortia in LBOS of Ness Technologies, Burger King and Keane; and Stora Enso in the leveraged sale of its North American operations.
Mr. Klingsberg has had articles published in Corporate Board Member
, Directors Monthly
, ABA Business Law
, M&A Lawyer
, Deal Lawyers
, The M&A Journal
and was interviewed in a video on the role of insider stockholders in M&A transactions
for The New York Times – Deal Book
. His recent speaking engagements include leading Deal Lawyer
’s webcast on “Conflicted Board Risks, Post-Closing Unenforceability, & Shareholder Approval/Duty of Care Traps
”; leading the “Antitrust and M&A” session at the Antitrust, Governance, M&A in 2015: Challenges and Conundrums for the West Coast
conference at Berkeley; serving as a panelist for the session on shareholder activism at the 13th Annual Corporate Governance and Disclosure Seminar; leading the session on the “M&A Exit” at the Global Dealmaking Conference
in Tel Aviv; serving as a panelist on the “Activism: The Developing Playbooks” panel at PLI’s 46th Annual Institute on Securities Regulation
; and leading the Governance Watch webcast on “Activism’s Chemistry with Non-Activist Investors and the Role of the Board”
for the Conference Board.
Mr. Klingsberg joined the firm in 1994 and became a partner in 2001. He received a J.D. degree in 1989 from Yale Law School, where he was the Book Reviews and Comments Editor of The Yale Law Journal
. He received an undergraduate degree, magna cum laude
, from the University of Pennsylvania in 1985. Prior to joining the firm, Mr. Klingsberg served as a law clerk for the Honorable Robert P. Patterson, Jr. of the U.S. District Court for the Southern District of New York, worked as a counselor to Chief Justice László Sólyom at the then-newly formed 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.
Mr. Klingsberg is a member of the Bar in New York and admitted in the Southern District of New York.