Mark J. Gentile

Director

302.651.7722
302.498.7722 (fax)
gentile@rlf.com
Mark Gentile focuses his practice on advising corporations, directors, board committees, officers and stockholders in connection with mergers and acquisitions, divestitures, recapitalizations and corporate governance issues. Mr. Gentile is a frequent speaker at corporate law seminars and the author of numerous articles on aspects of Delaware corporate law. He is an appointed member of the American Bar Association’s Committee on Corporate Laws.
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  • Represented Allergan, Inc. in connection with (i) successful defense of $45.7 billion unsolicited hostile tender offer by Valeant Pharmaceuticals and proxy contest led by Pershing Square, and (ii) $66 billion sale to Actavis PLC
  • 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
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Mark Gentile focuses his practice on advising corporations, officers, directors, board committees and stockholders in connection with mergers and acquisitions, divestitures, recapitalizations and corporate governance issues. He is a director in the firm’s Corporate Department and a member of the department's Corporate Advisory Group.

A frequent speaker at corporate law seminars, Mr. Gentile is the author of numerous articles on aspects of Delaware corporate law. He is an appointed member of the American Bar Association’s Committee on Corporate Laws.

Experience

  • Represented Allergan, Inc. in connection with (i) successful defense of $45.7 billion unsolicited hostile tender offer by Valeant Pharmaceuticals and proxy contest led by Pershing Square, and (ii) $66 billion sale to Actavis PLC
  • 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 GECC in connection with formation of SYNCHRONY FINANCIAL and its $2.8 billion IPO
  • Represented the special committee of Dole Food Co. in connection with Dole's going-private that valued Dole at approximately $1.6 billion
  • Represented BHP Billiton in its acquisition of Houston-based Petrohawk Energy Corp. for $15.1 billion
  • 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 triggering of poison pill, upheld by the Delaware Court of Chancery after trial and as 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 $110 million acquisition by Google Inc.
  • Represented United States Sugar Corporation in connection with successful defense of $1.2 billion hostile bid by The Lawrence Group
  • Represented the board of directors of Dynegy, Inc. in connection with potential acquisition by The Blackstone Group and Icahn Enterprises
  • Represented Beckman Coulter, Inc. in connection with its $6.8 billion sale in 2011 to Danaher Corporation

Awards

  • Chambers USA, since 2005
  • The Best Lawyers in America, since 2008
  • Super Lawyers, since 2008
  • Lawdragon 500 Leading Lawyers in America 
  • Delaware Today Top Lawyer, Corporate Law, 2014, 2013
  • Best Lawyers’ 2014 Delaware Corporate Governance Lawyer of the Year
  • Who's Who Legal, since 2008

Leadership

  • Fellow, American College of Governance Counsel
  • American Bar Association, Business Law Section, Committee on Federal Regulation of Securities
  • Planning Committee, Tulane Corporate Law Institute

Education

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

Admitted to Practice

  • Delaware
  • New York

Clerkships

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

Experience

  • Represented Allergan, Inc. in connection with (i) successful defense of $45.7 billion unsolicited hostile tender offer by Valeant Pharmaceuticals and proxy contest led by Pershing Square, and (ii) $66 billion sale to Actavis PLC
  • 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 GECC in connection with formation of SYNCHRONY FINANCIAL and its $2.8 billion IPO
  • Represented the special committee of Dole Food Co. in connection with Dole's going-private that valued Dole at approximately $1.6 billion
  • Represented BHP Billiton in its acquisition of Houston-based Petrohawk Energy Corp. for $15.1 billion
  • 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 triggering of poison pill, upheld by the Delaware Court of Chancery after trial and as 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 $110 million acquisition by Google Inc.
  • Represented United States Sugar Corporation in connection with successful defense of $1.2 billion hostile bid by The Lawrence Group
  • Represented the board of directors of Dynegy, Inc. in connection with potential acquisition by The Blackstone Group and Icahn Enterprises
  • Represented Beckman Coulter, Inc. in connection with its $6.8 billion sale in 2011 to Danaher Corporation

Clerkships

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

Education

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

Awards

  • Chambers USA, since 2005
  • The Best Lawyers in America, since 2008
  • Super Lawyers, since 2008
  • Lawdragon 500 Leading Lawyers in America 
  • Delaware Today Top Lawyer, Corporate Law, 2014, 2013
  • Best Lawyers’ 2014 Delaware Corporate Governance Lawyer of the Year
  • Who's Who Legal, since 2008

Leadership

  • Fellow, American College of Governance Counsel
  • American Bar Association, Business Law Section, Committee on Federal Regulation of Securities
  • Planning Committee, Tulane Corporate Law Institute