Mark J. Gentile

Clerkships

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

Select Experience

• Represented the special committee of the board of directors of Foundation Building Materials, Inc. (“FBS”) in connection with the $1.37 billion sale of FBS to affiliates of American Securities LLC
• Represented the independent committee of the board of directors of American Renal Associates Holdings, Inc. in connection with the $853 million sale of American Renal to an affiliate of Nautic Partners, LLC
• Represented the Nominating, Corporate Governance and Conflicts Committee of the board of directors of Och-Ziff Capital Management Group LLC in connection with recapitalization of Och-Ziff
• Represented the independent committee of the board of directors of T-Mobile US Inc. in connection with the $26.5 billion acquisition of Sprint Corp.
• Represented Dell Technologies Inc. in connection with the $21.7 billion conversion of Dell’s Class V tracking stock into shares of Dell’s Class C stock
• Represented the independent directors of CH2M HILL Companies Ltd. in connection with the $3.27 billion combination with Jacob Engineering Group Inc.
• Represented the special committee of the board of directors of Neff Corp. in connection with Neff’s $1.3 billion acquisition by United Rentals Inc.
• Represented the board of directors of The Fresh Market, Inc. in connection with its evaluation of strategic alternatives and the $1.4 billion acquisition of that company by an affiliate of Apollo Global Management, LLC
• Represented Allergan, Inc. in connection with the successful defense of $45.7 billion unsolicited hostile tender offer by Valeant Pharmaceuticals and proxy contest led by Pershing Square, and the $66 billion sale to Actavis PLC
• Represented the board of directors of Genworth Financial, Inc. in connection with its pending $2.7 billion acquisition by China Oceanwide
• 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 the special committee of the board of directors of Dole Food Co. in connection with Dole’s going-private that valued Dole at approximately $1.6 billion
• Represented the special committee of the board of directors of Schawk, Inc. (NYSE: SGK) in connection with its $600 million acquisition by Matthews International Corporation
• Represented the independent directors of NACCO Industries Inc. in connection with the spin-off of Hamilton Beach Holding Company
• Represented the directors of Cotivity Holdings Inc. in connection with its $4.9 billion acquisition by Verscend Technologies, Inc.
• Represented La Quinta Holdings Inc. in connection with its $1.95 billion acquisition by Wyndham Worldwide Corp.
• Represented Clayton Williams Energy in connection with its $2.7 billion acquisition by Noble Energy, Inc.
• 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 the adoption of its NOL rights plan; the triggering of the plan was upheld by the Delaware Court of Chancery after trial and 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 its acquisition by Google Inc.

Education

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

Leadership

• American Bar Association, Business Law Section, Committee on Corporate Laws
• Planning Committee, Tulane Corporate Law Institute
• PLI, Directors’ Institute on Corporate Governance, Co-Chair, 2016-2020

Recognition

• American College of Governance Counsel, Fellow
• Chambers USA, since 2005, Band 1
• The Legal 500, since 2016
• The Best Lawyers in America, since 2008
• Best Lawyers in America Wilmington, DE Corporate Law Lawyer of the Year 2021, Corporate Governance Lawyer of the Year 2018 & 2014, Mergers and Acquisitions Lawyer of the Year 2016
• Lawdragon 500 Leading Dealmakers in America, Corporate, M&A, Delaware Law, 2022, 2021
• Delaware Today Top Lawyer, Corporate Law, since 2013; Top Vote Getter, Mergers, 2016
• Super Lawyers, since 2008
• Who’s Who Legal, since 2008

Bar Admissions

• Delaware
• New York