About Ethan Klingsberg
Ethan'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, including most recently in 2021, a Law360 M&A “MVP,” one of the top four M&A lawyers in North America for 2020 by MergerLinks, and among only 30 “Legends of 2020” by Lawdragon, 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, including Chambers Global, Chambers USA, Legal 500 US, IFLR1000 and The Lawdragon 500 (the 500 most influential lawyers in the country).
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, Engine, Franklin Mutual, Harbinger, Icahn, JANA, Paulson, Pershing Square, Relational, Starboard and Trian. For this and other work on behalf of clients, he is recognized as a leader in the category of Shareholder Activism: Advice to Boards by Legal 500 US.
Ethan has had essays, op-eds and articles published in The Financial Times, Reuters Breakingviews, MarketWatch, 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 how activists capitalize on SPACs for CNBC, the 2021 and 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 and the roles of insiders and non-traditional sponsors, as well as the “Drinks with The Deal” podcast about navigating new developments in M&A.
Recent speaking events include panelist at the 33rd Annual Tulane Corporate Law Institute (panel on Activism and Impact of Covid on M&A) (March 2021), chair of the 7th Annual Berkeley M&A & Governance Forum (March 2021), and panelist at the PLI Hot Topics in M&A Program (panel on How to Navigate Regulatory Risks in M&A) (September 2020).
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.
- Recent Clients: Alphabet/Google, AstraZeneca, Goldman Sachs, Hewlett Packard Enterprise, Cargill, Western Union, Americold, Stagwell Media, Pinterest, Stanley Black & Decker, 3D Systems, The Allstate Corporation, Cantor Fitzgerald, Instacart, Zymergen, Dun & Bradstreet, Bemis, Akamai Technologies, 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: Emerald Holdings, Cox Communications, ResCare, Fox Entertainment, CNA Surety, Alfa Corporation, Kinder Morgan, Coca-Cola Enterprises, Aramark, PepsiAmericas
- The Goldman Sachs Group, Inc. on the acquisition of top-ranked ESG investment manager, NN Investment Partners.
- Cargill Incorporation and the buyer consortium on the pending $4.3 billon take-private of Nasdaq-listed Sanderson and simultaneous formation of JV with Continental Grain and private acquisition of Wayne Farms.
- Western Union on the $910 million sale of Western Union Business Solutions to Goldfinch Partners and Baupost Group.
- Sitel Group on its $2.2 billion take-private of Sykes Enterprises.
- Siemens on its acquisition of Supplyframe.
- Zymergen on its IPO, conversion to a public benefit corporation and other corporate law matters.
- AstraZeneca on its $39 billion acquisition of Alexion Pharmaceuticals.
- Entain on its defense against MGM’s $11 billion unsolicited takeover offer.
- Americold on its $1.74 billion acquisition of Agro Merchants Group from Oaktree Capital.
- Google on 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 on its $925 million acquisition of Silver Peak and acquisition of Determined AI.
- Stagwell Media on its business combination with MDC Partners.
- Special Committee of Independent Directors of Emerald Holding on a $400 million convertible preferred stock PIPE led by Onex Corporation.
- Agilent on its $1.17 billion acquisition of BioTek Instruments and acquisitions of Resolution Bioscience, Dako and ACEA Biosciences.
- Google on its $2.6 billion acquisition of Looker Data Sciences.
- Lowe’s Companies on its acquisition of Boomerang Commerce’s retail analytics platform.
- Alphabet on the strategic relationship and equity investment arrangements between SoftBank and the Alphabet company, Loon.
- Pinterest on 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 on its $6.9 billion all-cash sale of the company.
- Bemis on its $6.8 billion all-stock merger with Amcor.
- Stanley Black & Decker on its acquisition of IES.
- Akamai Technologies on its cooperation agreement with Elliott Management and other governance and shareholder value initiatives.
- Google on its $1.1 billion agreement with HTC relating to the smartphone design business.
- Tiffany & Co. on its settlement agreements with JANA Partners and Francesco Trapani, as well as other governance matters.
- Keysight Technologies on its $1.6 billion acquisition of Ixia.
- Stanley Black & Decker on the divestiture of its global mechanical security business to the dormakalba group.
- Verizon on its takeover of Fleetmatics.
- Higher One on the break-up and negotiated tender offer for the company.
- Samsonite on its acquisition of Tumi.
- Family Dollar on its cash/stock acquisition by Dollar Tree and rejection of the hostile tender offer by Dollar General.
- Google on its acquisitions of Dataform, Cornerstone Technology, 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 on 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 on 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 on the company’s LBO by a private equity consortium (the largest LBO of that year).
- The Home Depot on its acquisitions of Interline Brands, Red Beacon, BlackLocus, Hughes Supply and all of the company’s other major acquisitions.
- Keysight Technologies on its acquisition of Anite.
- Alpha Natural Resources on a number of transformative stock mergers with other public companies.
- Acquiror consortia in LBOs of Ness Technologies, Burger King, Keane and others.
Yale Law School
- J.D., Book Reviews and Comments Editor, The Yale Law Journal 1989
University of Pennsylvania
- B.A. magna cum laude, 1985
- New York
- U.S. District Court, Southern District of New York