Gary chairs the firm’s public company mergers and acquisitions practice.

Gary has over 30 years of experience advising public companies in connection with mergers and acquisitions, including consensual and unsolicited transactions, corporate governance issues, public and private securities offerings, and a wide range of corporate finance activities. He has been recognized as a leading business lawyer by publications such as The Best Lawyers in America, Chambers USA, Virginia Super Lawyers and Virginia’s Legal Elite.

Gary was named among the Top 50 Americas M&A lawyers for 2013 and 2014, and as the 2012 M&A Lawyer of the Year – Americas Middle Markets, by the Global M&A Network. He led deal teams that were awarded M&A Atlas Awards in each of the last seven years.

Gary is active in the community, serving as President of the Boy Scouts of America's Heart of Virginia Council and Chairman of the Board of Trustees of St. Michael’s Episcopal School. An alumnus of Cornell University, Gary serves on the Cornell University Council, and as past President, now Treasurer of the Cornell Club of Central Virginia.

Relevant Experience

  • Represented Raytheon Company, a technology and innovation leader specializing in defense, homeland security and other government markets throughout the world, in its successful tender offer for Applied Signal Technology and its acquisition of Blackbird Technologies, as well as multiple other acquisition transactions.
  • Represented Progress Energy in its $30 billion stock-for-stock merger with Duke Energy to create the country's largest regulated utility.
  • Represented Smithfield Foods, the leading processor and marketer of fresh pork and processed meats in the US, in its strategic M&A program; over 20 transactions to date include: the acquisition of Clougherty Packing, with its Farmer John and Saag’s brands, from Hormel Foods; the sale of its beef processing and cattle feeding operations to Brazil's JBS S.A.; its bid for Swift & Company; its acquisition of the European meats business of Sara Lee Corporation; its purchase of the Refrigerated Meats and Cooks Hams businesses of ConAgra Foods; its acquisition of Farmland Foods through a contested bankruptcy auction; and its investment in Spain's Campofrío Alimentación, S.A.
  • Represented Darden Restaurants in its $799 million acquisition of Cheddar’s Scratch Kitchen and its $585 million acquisition of Yard House USA.
  • Represented Stock Building Supply Holdings in its $1.5 billion merger of equals with Building Materials Holding Corporation, to form a premier provider of diversified building products and construction services.
  • Represented Huntington Ingalls Industries, America’s largest shipbuilding company and a provider of professional services to government and industry, in multiple acquisition transactions, including the acquisitions of Camber Holding Corporation, The S.M. Stoller Corporation, and the Engineering Solutions Division of The Columbia Group.
  • Led the successful defense of Chesapeake Corporation against a hostile takeover attempt, employing the rarely-used “Pac Man” defense to launch a tender offer against the raider and a consent solicitation directed to the raider's stockholders, resulting in the raider being acquired by a third party; led team that obtained a landmark ruling in Delaware Chancery Court against the raider's directors for breach of fiduciary duties in adopting takeover defenses.
  • Represented a Fortune 500 company in its IPO and an aggressive acquisition program that built the fourth largest grocery wholesaler and retailer in the US. Worked closely with management to structure, negotiate, finance and close more than 20 transactions, including stock-for-stock and cash-for-stock mergers, tender offers, asset acquisitions and the acquisition of a regional grocery chain through the “prepackaged” bankruptcy of the target.
  • Represented an international specialty packaging company in its acquisitions, dispositions, capital markets transactions and governance matters, including US mergers, UK tender offers, US equity offerings, and Reg. S and 144A debt offerings.
  • Represented a regional utility in its acquisitions of two municipal water systems.
  • Represented a public technology company that provided safety and source verification products to the food and agricultural industries in its financings, SEC reporting and governance matters, including PIPES equity placements and technology development joint ventures.
  • Represented a regional gas utility in a stock-for-stock acquisition of a public target with unique transmission and storage assets, including related financings.
  • Special Counsel to the Audit Committee of a publicly held software company in connection with an options pricing investigation, and Special Counsel to Board of Directors of a publicly held specialty retailer in connection with replacing senior management and planning for reorganization proceedings.

Memberships

  • President of the Executive Board, Heart of Virginia Council, Boy Scouts of America (2011-2013); Executive Board Member (2002 – present)
  • Chairman and Board Member, St. Michael’s Episcopal School (2006-2011)
  • University Council - Cornell University (2005-2009, 2011-2015, 2017-present)
  • Stewardship Chair, Church Council – Reveille United Methodist Church
  • Virginia Bar Association

Awards & Recognition

  • Legal 500 USA: The Clients’ Guide to the US Legal Profession. Recommended Lawyer in Mergers & Acquisitions/Corporate and Commercial, 2016-2017
  • Top 50 Americas M&A Lawyers, 2013-2014
  • 2012 M&A Lawyer of the Year – Americas Middle Markets
  • M&A Atlas Awards: 2017 North American Food and Beverage M&A Deal of the Year, Middle Markets; 2016 Global Major Markets – American Deal of the Year ($1 billion - $5 billion); 2015 North American Corporate Deal of the Year, Middle Markets; 2014 U.S. Small Markets Deal of the Year; 2013 Global Major Markets – Utilities & Power Deal of the Year; 2012 Deal of the Year, Americas Large Middle Markets; and 2011 North American Corporate Deal of the Year, Middle Markets
  • Leader in the Field, Corporate/M&A - Virginia, Chambers USA: Guide to America’s Leading Lawyers for Business, 2003-2017
  • “Best Lawyer,” Corporate Law and Mergers & Acquisitions Law, The Best Lawyers in America, 2005-2018
  • “Super Lawyer” Virginia Super Lawyers magazine, 2006-2017
  • AV “Preeminent” Peer Review Rated in Martindale-Hubbell. A description of the selection methodology can be found on Martindale-Hubbell’s webpage.

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