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David Schwartz

Partner

David Schwartz is a partner in Hughes Hubbard’s Corporate Group. He has a diverse M&A and securities law skill set, with a primary focus on public M&A transactions, including both hostile and negotiated transactions, special committee representations, corporate defense advice, and proxy contests. Mr. Schwartz also regularly represents strategic and private equity companies in a broad range of transactions, including stock and asset acquisitions and dispositions. He also has a corporate governance and securities law practice that entails advising public companies, boards and stakeholders on general corporate matters, governance and fiduciary duty issues, strategic advice, and U.S. securities laws and compliance obligations.​

Professional Activities

  • New York State Bar Association
  • American Bar Association​

Practice Groups and Other Information

Education Information

  • George Washington University Law School, J.D.
  • University of Michigan, B.A.​

Bar Admissions

  • New York​

Highlighted Matters

Public M&A

  • Represented Catalyst Health Solutions, Inc. in its merger with SXC Health Solutions Corp. ($4.5B)
  • Represented Towers Perrin in its "merger of equals" with Watson Wyatt Worldwide, Inc. by way of a stock-for-stock merger via a "double dummy" structure ($3.5B)
  • Represented the International Securities Exchange in its merger with Deutsche Börse AG ($2.8B)
  • Represented Comverse Technology Inc. in its merger with and acquisition by its majority owned subsidiary, Verint Systems Inc. ($2B)
  • Represented Sovereign Bancorp in its acquisition by Banco Santander ($1.9B)
  • Represented Nabors Industries Ltd. in its merger and acquisition of Superior Wells Services ($1B)
  • Represented Goldman Sachs in its capacity as financial advisor to the CEO-led buy-out group in its acquisition of the remaining equity of Harbin Electric, Inc. ($770M)
  • Represented InterMedia Partners in the going-private acquisition of Thomas Nelson, Inc. ($500M)
  • Represented Comverse Technology Inc. in connection with the spin off to its shareholders of its wholly owned subsidiary Comverse, Inc. ($500M)
  • Represented SEACOR Holdings, Inc. in its spin-off of its wholly owned subsidiary Era Group Inc. ($400M)
  • Represented Tennebaum Capital Partners as the largest stockholder of Online Resources in ORCC's acquisition by ACI Worldwide ($270M)
  • Represented the Special Committee of the Board of Global Traffic Network, Inc. in the going private transaction with GTCR ($200M)
  • Represented the Wasserstein Estate in its sell down of Lazard stock via underwritten offerings and Rule 144 sales ($150M)
  • Represented RCN Corporation in its issuer exchange offer of second lien notes for cash and warrants ($125M)
  • Represented Towers Watson in its Issuer exchange offer of Class B-1 common stock for newly issued notes ($100M)
  • Represented Teranga Gold Corporation in its hostile, turned friendly cross-border exchange offer to acquire Oromin Explorations Ltd. ($80M)
  • Counseled the Board of Directors of Virgin Media Inc. with respect to its review of the applicable fiduciary duties relating to the stock and cash merger by which Liberty Global, Inc. acquired Virgin Mobile
  • Represented Comverse Technology Inc. in connection with the resolution of the proxy contest by Cadian Capital
  • Represented Neuberger Berman Real Estate Income Fund in its defense against a hostile tender offer

Private Transactions

  • Represented the management of Yankee Candle Investments LLC, an entity managed by Madison Dearborn Partners, in the acquisition by Jarden Corporation ($1.75B)
  • Represented EMC Corporation in its acquisition of XtremIO ($450M)
  • Represented EMC Corporation in its acquisition of Silver Tail Systems, Inc. ($300M)
  • Represented an ad hoc committee of subordinated note holders in the restructuring of Jason Holdings ($300M)
  • Represented SEACOR Holdings in its acquisition of various Very Large Gas Carriers and the subsequent contribution to a joint venture entity ($150M)
  • Represented SEACOR Holdings in its sale of its environmental business to J.F. Lehman & Company ($100M)
  • Represented Harbinger Capital in the sale to Pinnacle Entertainment of a 26% interest in a portfolio company currently developing resort properties on the Ho Tram Strip beachfront in southern Vietnam ($100M)
  • Represented SEACOR Holdings in the combination of its O'Brien's Response Management entity with Witt Associates ($90M)
  • Represented GFI Group in its acquisition of certain assets of Amerex Energy ($90M)
  • Represented a subsidiary of Grupo Progreso in its sale of 50% of the equity securities of Hidroelectrica Rio Las Vacas, S.A. to EMP Latin America ($20M)
  • Represented BayWa AG in its acquisition of Focused Energy, Inc. ($20M)
  • Represented International Securities Exchange in its acquisition of certain assets of Longitude, Inc. and Satori Consulting ($10M)​

Highlighted Publications

  • Co-author, “Delaware Court of Chancery Applies Business Judgment Rule,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, August 23, 2013.
  • Co-author, “Court of Chancery Holds that Forum Selection Bylaws are Statutorily and Contractually Valid,” Aspen Corporate Services, June 2013.
  • Co-author, “NYSE and NASDAQ adopt final rules for compensation committees,” Westlaw Journal Corporate Officers & Directors Liability, Volume 28, Issue 16, February 11, 2013. 
  • Co-author, “Disclosure claim over management fiscal projections not enough to enjoin merger vote,” Westlaw Journal Delaware Corporate, Volume 27, Issue 13, January 7, 2013. 
  • Co-author, “NYSE and NASDAQ issue proposed rules for compensation committees,” Westlaw Journal Delaware Corporate, Volume 27, Issue 8, October 29, 2012. 
  • Co-author, “Delaware court determines controlling stockholder has no duty of self-sacrifice for the benefit of minority stockholders,” Westlaw Journal Delaware Corporate, Volume 27, Issue 5, September 17, 2012. 
  • Co-author, “SEC adopts new stock standards for ‘independent’ compensation committee members,” Westlaw Journal Corporate Officers & Directors Liability, Volume 28, Issue 2, July 16, 2012. 
  • Co-author, “Delaware Court Refuses Stockholders' Call for Preliminary Injunction of Tender Offer,” Securities Litigation Report, June 2012, Volume 9, Issue 6. 
  • Co-author, “Delaware Court Blocks Sale Of Bank Stripped Of Its ‘Criticized Assets’,” The Banking Law Journal, Volume 129, Number 6, June 2012. 
  • Co-author, “Delaware court imposes 4-month delay to hostile bidder's offer, proxy contest / Breaches of confidentiality agreements result in injunction,” Westlaw Journal Delaware Corporate, Volume 26, Issue 23, May 29, 2012.
  • Co-author, “Delaware Court of Chancery Re-Iterates the Contractual Nature of Fiduciary Duties Owed to Limited Partners,” The M&A Lawyer, April 2012, Volume 16, Issue 4. 
  • Co-author, “Delaware Supreme Court Adheres to ‘Plain Meaning’ of Preferred Stock Terms,” The M&A Lawyer, April 2012, Volume 16, Issue 5.
  • Co-author, “Stockholder Granted Access to Books and Records of Company Accused of Fraud,” Financial Fraud Law Report, April 2012. 
  • Co-author, “Delaware M&A/Corporation law: A summary of legal developments in 2011,” Westlaw Journal Delaware Corporate, Volume 26, Issue 18, March 19, 2012. 
  • Co-author, “Delaware court resolves dispute over standard M&A contract terms,” Westlaw Journal Corporate Officers & Directors Liability, Volume 27, Issue 16, January 30, 2012. 
  • Co-author, “Delaware Court Applies Step Transaction Doctrine to 'Ensure Fulfillment of Parties' Expectations' in Merger Agreement,” The M&A Lawyer, January 2012, Volume 16, Issue 1. 
  • Co-author, “Shareholder Proxy Access: An Idea Whose Time Has Not Yet Come,”  The Corporate Counselor, Volume 26, Number 9, January 2012. 
  • Co-author, “Court bars preferred stock class vote that deprived majority of right to elect directors,” Westlaw Delaware Corporate, Volume 26, Issue 9 / November 14, 2011. 
  • Co-author, “Structuring a Sale of Control Transaction - Factors to Consider,” Practical Law Journal, November 2011, Volume 3, Issue 9. 
  • Co-author, “Delaware Supreme Court Provides Important Guidance on Interpretation of ‘Boilerplate’ Indenture Language,” The M&A Lawyer, October 2011, Volume 15, Issue 9.
  • Co-author, “Delaware Court Approves Transfer of LLC Interests Between Members Without Consent of Third Member,” Corporation, September 15, 2011, Vol. LXXXII, No. 18. 
  • Co-author, “Brophy revisited,” The Corporate Counselor, October 2011, Volume 26, Number 6. 
  • Co-author, “Delaware high court faults 'ad hoc, suboptimal process' for merger consideration choices,” Westlaw Delaware Corporate, Volume 26, Issue 5 / September 19, 2011. 
  • Co-author, “Delaware Supreme Court rejects narrow reading of Brophy,” Westlaw Journal Corporate Officers & Directors Liability, Volume 27, Issue 4 / August 15, 2011.
  • Co-author, “Delaware court refuses to enjoin stockholder vote on company sale,” Westlaw Journal Delaware Corporate, Volume 25, Issue 25, June 27, 2011. 
  • Co-author, “Corporate Governance Feature: Delaware Courts Weigh In On Books and Records Inspections,” The M&A Lawyer, June 2011, Volume 15, Issue 6. 
  • Co-author, “Is reverse triangular merger an assignment of target's assets 'by operation of law'?” Westlaw Journal Corporate Officers & Directors Liability, Volume 26, Issue 25 / June 6, 2011. 
  • Co-author, “Federal District Court Applies Supreme Court's 'Nerve Center' Test:  Determines That 'Center of Direction, Control and Coordination' Is Not Nominal Headquarters of Corporate Parent,” The Corporate Counselor, Volume 26, Number 2, June 2011. 
  • Co-author, “Delaware court uses minority freeze-out principles to analyze reverse stock split,” Westlaw Journal Corporate Officers & Directors Liability, Volume 26, Issue 21 / April 11, 2011.​

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