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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Select 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
  • 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 
  • Representation of the Board of Directors of PAETEC Holding Corporation in connection with $2.3 billion acquisition by Windstream Corp.
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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.

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.)
  • 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.)
  • 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
  • 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
  • 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.
  • Representation of the independent directors of Marvel Entertainment, Inc., in connection with $4 billion acquisition by The Walt Disney Company
  • Representation of the Board of Directors of ITC/DeltaCom in connection with $500 million acquisition by Earthlink, Inc.
  • Representation of the Board of Directors of PAETEC Holding Corporation in connection with $2.3 billion acquisition by Windstream Corp.
  • Representation of the independent directors of On2 Technologies in connection with $110 million acquisition by Google Inc.
  • Representation of United States Sugar Corporation in connection with successful defense of $1.2 billion hostile bid by The Lawrence Group
  • 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
  • Representation of Beckman Coulter, Inc. as Delaware counsel in connection with its $6.8 billion sale in 2011 to Danaher Corporation

Publications

  • "In re Citigroup: The Birth Announcement and Obituary of the Duty of Business Performance Oversight," Bloomberg Law Reports, June 15, 2009   View >
  • "Stockholder Ratification: A Review of the Benefits and Burdens," Bloomberg Law Reports, February 2009   View >

Presentations

  • "Faegre Baker Daniels 2014 M&A Conference," November 19, 2014   View >
  • "RR Donnelley SEC Hot Topics Institute," October 16, 2014   View >
  • "American Law Institute - Corporate Mergers and Acquisitions," September 18, 2014   View >
  • "26th Tulane Corporate Law Institute," March 27, 2014   View >
  • "PLI's 45th Annual Securities Regulation Institute," November 6, 2013   View >
  • "Corporate Mergers and Acquisitions 2013," October 10, 2013   View >
  • "Tulane University Law School's 25th Annual Corporate Law Institute," March 21, 2013   View >
  • "Corporate Governance - A Master Class 2013," February 13, 2013   View >
  • "Faegre & Benson 2012 M&A Conference," October 11, 2012   View >
  • "Corporate Mergers and Acquisitions," September 13, 2012   View >
  • "Executive Compensation: Strategy, Design, and Implementation," June 14, 2012   View >
  • "Negotiating Business Acquisitions 2011," November 10, 2011   View >
  • "Faegre & Benson 2011 M&A Conference," October 11, 2011   View >
  • "Executive Compensation: Strategy, Design, and Implementation," June 16, 2011   View >
  • "2011 Delaware & California Law Update Symposium," May 6, 2011   View >
  • "2011 ABA Business Law Section Spring Meeting," April 14, 2011   View >
  • "Tulane University Law School 23rd Annual Corporate Law Institute," March 31, 2011   View >
  • "Faegre & Benson 2010 M&A Conference," October 27, 2010   View >
  • "Northwestern Law's 49th Annual Corporate Counsel Institute," September 30, 2010   View >
  • "New York State Bar Association's Corporations Law Committee," May 20, 2010   View >
  • "Tulane University Law School's 22nd Annual Corporate Law Institute," April 15, 2010   View >
  • "Mark Gentile - Speaking at the ABA Committee on Corporate Laws Winter Meeting," December 11, 2009   View >

Awards

  • 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, Top Vote Getter, Corporate Law, 2014, 2013
  • Best Lawyers’ Wilmington, DE Corporate Governance Lawyer of the Year, 2014

Leadership

  • 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

  • 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.)
  • 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.)
  • 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
  • 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
  • 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.
  • Representation of the independent directors of Marvel Entertainment, Inc., in connection with $4 billion acquisition by The Walt Disney Company
  • Representation of the Board of Directors of ITC/DeltaCom in connection with $500 million acquisition by Earthlink, Inc.
  • Representation of the Board of Directors of PAETEC Holding Corporation in connection with $2.3 billion acquisition by Windstream Corp.
  • Representation of the independent directors of On2 Technologies in connection with $110 million acquisition by Google Inc.
  • Representation of United States Sugar Corporation in connection with successful defense of $1.2 billion hostile bid by The Lawrence Group
  • 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
  • Representation of Beckman Coulter, Inc. as Delaware counsel 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

Publications

  • "In re Citigroup: The Birth Announcement and Obituary of the Duty of Business Performance Oversight," Bloomberg Law Reports, June 15, 2009   View >
  • "Stockholder Ratification: A Review of the Benefits and Burdens," Bloomberg Law Reports, February 2009   View >

Presentations

  • "Faegre Baker Daniels 2014 M&A Conference," November 19, 2014   View >
  • "RR Donnelley SEC Hot Topics Institute," October 16, 2014   View >
  • "American Law Institute - Corporate Mergers and Acquisitions," September 18, 2014   View >
  • "26th Tulane Corporate Law Institute," March 27, 2014   View >
  • "PLI's 45th Annual Securities Regulation Institute," November 6, 2013   View >
  • "Corporate Mergers and Acquisitions 2013," October 10, 2013   View >
  • "Tulane University Law School's 25th Annual Corporate Law Institute," March 21, 2013   View >
  • "Corporate Governance - A Master Class 2013," February 13, 2013   View >
  • "Faegre & Benson 2012 M&A Conference," October 11, 2012   View >
  • "Corporate Mergers and Acquisitions," September 13, 2012   View >
  • "Executive Compensation: Strategy, Design, and Implementation," June 14, 2012   View >
  • "Negotiating Business Acquisitions 2011," November 10, 2011   View >
  • "Faegre & Benson 2011 M&A Conference," October 11, 2011   View >
  • "Executive Compensation: Strategy, Design, and Implementation," June 16, 2011   View >
  • "2011 Delaware & California Law Update Symposium," May 6, 2011   View >
  • "2011 ABA Business Law Section Spring Meeting," April 14, 2011   View >
  • "Tulane University Law School 23rd Annual Corporate Law Institute," March 31, 2011   View >
  • "Faegre & Benson 2010 M&A Conference," October 27, 2010   View >
  • "Northwestern Law's 49th Annual Corporate Counsel Institute," September 30, 2010   View >
  • "New York State Bar Association's Corporations Law Committee," May 20, 2010   View >
  • "Tulane University Law School's 22nd Annual Corporate Law Institute," April 15, 2010   View >
  • "Mark Gentile - Speaking at the ABA Committee on Corporate Laws Winter Meeting," December 11, 2009   View >

Awards

  • 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, Top Vote Getter, Corporate Law, 2014, 2013
  • Best Lawyers’ Wilmington, DE Corporate Governance Lawyer of the Year, 2014

Leadership

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