Ethan Klingsberg | Freshfields Bruckhaus Deringer (2024)

About Ethan Klingsberg

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

Ethan is ranked Band 1 for Corporate/M&A byChambers USA.

Client comments solicited and reprinted by Chambers include:

• “We needed someone who could speak to our board in a way that made sense and with the ability to distill very complex legal issues down in a way that was simple, and he did a masterful job at that.”
• “Ethan is a rare find in this industry. He’s a brilliant lawyer, insightful tactician, and a humble leader.”
• “He stands out for his calm, measured approach to complex, high pressure situations – he’s a really unique talent.”

Ethan has been repeatedly named a “BTI Client Service All-Star” based on the survey of general counsels of the Fortune 1000, aLaw360M&A “MVP,” one of the top performing M&A lawyers in North America by MergerLinks, and a “Legend” byLawdragon, 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” byThe American LawyerandThe Deal.

Ethan received the Burton Award for Legal Achievement for writing on fiduciary duties and has been elected by peers at other firms to be a Fellow of the American College of Governance Counsel.

Ethan has helped many 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, Presidium, Relational, Scalar Gauge, Starboard, Third Point, 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 byLegal 500 US.

Ethan has had essays, op-eds and articles published inThe 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,andInsights.

He has appeared live onCNBCto discussshareholder activism defense,onBloomberg TVto discuss M&A strategies and the2024, 2023, 2022,2021and2020M&A outlook, onThe New York Times – Deal Bookbroadcast to discuss therole of insider stockholders in M&A transactions,and for the Conference Board aboutM&A risks for boards and management teamsarising 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 chair of the10^thAnnual Berkeley M&A and The Boardroom Forum and leader of a special panel discussion about LBOs (April 2024),speaker at PLI'sMergers & Acquisitions 2024: Advanced Trends and Developments(panel on "Deal Protections and Topping Bids") (February 2024), The American College of Governance (panel on “New Developments in Cross-Border M&A”) (December 2023),Bloomberg Invest 2023 (on "The State of Dealmaking"), chair of the 9^thAnnual Berkeley M&A and The Boardroom Forum (April 2023), panelist at the 35th Annual Tulane Corporate Law Institute (panel on the impact of regulatory developments on M&A) (March 2023), chair of the 8^thAnnual Berkeley M&A and The Boardroom Forum (April 2022), panelist at the 34st Annual Tulane Corporate Law Institute (panel on the impact of regulatory developments on M&A) (March 2022), 33^rdAnnual Tulane Corporate Law Institute (panel on Activism and Impact of Covid on M&A) (March 2021), chair of the 7^thAnnual 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 (1989-90), served as Counselor to Chief Justice László Sólyom of the Hungarian Constitutional Court during the court’s first year of operation (1990-91), and developed and participated in law reform projects in Eastern Europe under the auspices of the Soros Foundation and, later, Central European University.

Recent work

• Recent Clients: Alphabet/Google, AstraZeneca, Goldman Sachs, Cargill, Talen Energy, BP, America Movil, FEMSA, CPPIB, eBay, Hewlett Packard Enterprise, Ralph Lauren Corp., Western Union, UPS, Pinterest, ServiceNow, Stanley Black & Decker, Americold, Stagwell Media, 3D Systems, Aristocrat Leisure, JP Morgan, Impossible Foods, Roku, TriNet, Instacart, Zymergen, Agilent Technologies, Keysight Technologies, and Samsonite, as well as 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

Recent Transactions

• eBay’s purchase of Goldin, sale of eBay Vault and related transactions with Collectors and its parent, PSA.
• Zuora’s cooperation agreement with activist shareholder Scalar Gauge.
• Keysight Technologies pending acquisition of Spirent Communications.
• 3D Systems on its unsolicited proposal to merge with Stratasys.
• Aristocrat Leisure on its $1.2 billion acquisition of Nasdaq-listed Neogames.
• Committee of independent directors of the board of Qualtrics on the $12.5 billion all-cash sale of the company to a private equity consortium (the largest private equity transaction of the year).
• Board of Directors of Boxed, Inc. on its recently announced process to explore strategic alternatives.
• bp on its $4.1 billion take-private of Archaea Energy.
• Talen Energy, as M&A counsel for the ongoing process to sell the company, including its renewable energy, transitional, and data center operations.
• eBay on its acquisition of TCGPlayer and Certilogo.
• UPS on its acquisition of healthcare logistics provider, BOMI Group.
• Google on the $5.4 billion acquisition of publicly-traded Mandiant Inc., as well as related transactions with Blackstone and other private equity sponsor holders of convertible preferred stock of Mandiant.
• Special Committee of the Board of Directors of Startek in response to the unsolicited take-private proposal by CSP.
• Stanley Black & Decker on the $3.2 billion sale of its security and healthcare solutions business.
• Saint-Gobain on its $2.3 billion acquisition of GCP Applied Technologies.
• Ericsson on its $6.2 billion acquisition of Vonage.
• The Goldman Sachs Group, Inc. on its acquisition of top-ranked ESG investment manager, NN Investment Partners.
• Cargill Inc. and the buyer consortium on the $4.3 billion take-private of Sanderson, together with the simultaneous transactions to form a JV with Continental Grain and acquire Wayne Farms.
• Western Union on the $910 million sale of Western Union Business Solutions to Goldfinch Partners and Baupost Group.
• América Móvil on the transactions to form a multi-billion dollar telecom JV with Liberty Latin America in Chile and to sell Claro Panama to Liberty Latin America.
• 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.
• A S&P 500 technology company 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.