Mark J. Gentile

Mark J. 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.

Representative Experience

• Representation of the Special Committee of 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. (2011))
• Representation of 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. (2010))
• Representation of 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 (2010-2011)
• Representation of 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 (2011)
• Representation of Transatlantic Holdings, Inc. as Delaware counsel in connection with successful defense of $3.4 billion hostile tender offer and proxy fight, and the negotiation of consensual acquisition by Allegheny Corp. (2011-2012)
• Representation of the independent directors of Marvel Entertainment, Inc., in connection with $4 billion acquisition by The Walt Disney Company (2009)
• Representation of the Board of Directors of ITC/DeltaCom in connection with $500 million acquisition by Earthlink, Inc. (2011)
• Representation of the Board of Directors of PAETEC Holding Corporation in connection with $2.3 billion acquisition by Windstream Corp. (2011)
• Representation of the independent directors of On2 Technologies in connection with $110 million acquisition by Google Inc. (2010)
• Representation of United States Sugar Corporation in connection with successful defense of $1.2 billion hostile bid by The Lawrence Group (2010)
• Representation of the Board of Directors of Dynegy, Inc. as special Delaware counsel in connection with the potential acquisition by The Blackstone Group and by Icahn Enterprises (2010-2011)
• Representation of Beckman Coulter, Inc. as Delaware counsel in connection with its $6.8 billion sale in 2011 to Danaher Corporation (2011)

Professional and Community Activities

• American Bar Association, Business Law Section, Committee on Federal Regulation of Securities
• Delaware State Bar Association, Corporate Law Section
• Planning Committee, Tulane Corporate Law Institute

Professional Recognition

• Chambers USA, since 2005
• The Best Lawyers in America, since 2008
• Super Lawyers, since 2008
• Who's Who Legal, since 2008
• Lawdragon 500 Leading Lawyers in America 
• Delaware Today, "Top Lawyer"