30 Rockefeller Plaza
New York, NY 10112
United States of America
+1 (212) 408-5491
malpert@chadbourne.com
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Marc
A.
Alpert
Partner
Practice Description
Marc Alpert’s practice focuses on representing multinational corporations in connection with mergers and acquisitions, spin-offs and other divestitures, joint ventures, equity investments and securities offerings. In addition to his extensive transactional experience, he regularly advises in-house legal counsel and senior management on a wide range of corporate and securities matters, including SEC filings, public disclosure, Sarbanes-Oxley Act compliance, corporate governance, director duties and independence requirements, takeover defenses, trading by insiders, executive compensation and commercial arrangements and disputes.
Representative Matters
- Represented Rockwell Automation, Inc. (formerly Rockwell International Corporation) in:
- the spin-offs of Rockwell Collins, Inc., Conexant Systems, Inc. and Meritor Automotive, Inc.
- the acquisition of Reliance Electric Company.
- the divestitures of its Power Systems business, FirstPoint Contact business, aerospace and defense businesses, Goss printing press business, Reliance Comm/Tec telecommunications equipment business and Network Transmission Systems Division.
- Represented Rockwell Collins, Inc. in its acquisitions of NLX LLC, Airshow, Inc., Kaiser Aerospace & Electronics Corporation and the in-flight entertainment businesses of Sony Trans Com Inc. and Hughes-Avicom International, Inc.
- Represented Meritor Automotive, Inc. in its "merger of equals” transaction with Arvin Industries, Inc. to form ArvinMeritor, Inc. and its acquisition of Lucas Varity plc’s Heavy Vehicle Braking Systems business.
- Represented Conexant Systems, Inc. in the spin-off and merger of its wireless communications business with Alpha Industries, Inc. to form Skyworks Solutions, Inc.
- Represented numerous issuers in their sales of equity and debt securities in both public and private offerings and various lenders in connection with project and other secured financings.
- Spent over a year in Hong Kong representing developers and lenders in connection with international financing and infrastructure projects in Asia.
Honors
Mr. Alpert was named by BTI Consulting Group to its list of Law Firm Client Service All-Stars in 2009 as a result of BTI's interviews of over 270 corporate counsel at Fortune 1000 companies. In addition, Mr. Alpert was one of only 21 attorneys in the United States to be named by BTI to its list of Law Firm Client Service All-Stars in both 2001 and 2002.
Activities and Affiliations
Mr. Alpert is a member of the New York State Bar Association and the Society of Corporate Secretaries & Governance Professionals.
Publications
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"SEC Proposes Rule Amendments Facilitating Shareholder Proxy Access to Nominate Directors," July 6, 2009
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"Delaware Courts Create, Then Allay, Director Fears Regarding Personal Liability—Also Clarify Revlon Duties in the Process," Securities Regulation and Law Report, BNA, Inc, April 20, 2009
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"Delaware Court Rules No MAE in Hexion/Huntsman Litigation," Bloomberg Law Reports, November 3, 2008
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"How the US Financial Bailout Works," Infrastructure Journal, October 15, 2008
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"Emergency Economic Stabilization Act of 2008: The U.S. Government’s Attempt to Rescue the Financial Industry," Client Alert, October 2008
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"SEC Proposes Rule Amendments Facilitating Shareholder Proxy Access to Nominate Directors," July 6, 2009
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"Delaware Courts Create, Then Allay, Director Fears Regarding Personal Liability—Also Clarify Revlon Duties in the Process," Securities Regulation and Law Report, BNA, Inc, April 20, 2009
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"Delaware Court Rules No MAE in Hexion/Huntsman Litigation," Bloomberg Law Reports, November 3, 2008
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"How the US Financial Bailout Works," Infrastructure Journal, October 15, 2008
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"Emergency Economic Stabilization Act of 2008: The U.S. Government’s Attempt to Rescue the Financial Industry," Client Alert, October 2008
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"SEC Provides for Internet Availability of Proxy Materials and Proposes Mandatory Compliance," Client Alert, January 30, 2007
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"SEC Adopts Amendments to Executive Compensation and Related Person Transaction Disclosure Rules," Client Alert, August 25, 2006
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"SEC Proposes Amendments to Executive Compensation and Related Party Disclosure Rules," Client Alert, February 21, 2006
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"SEC Proposes Internet Availability of Proxy Materials," Client Alert, December 21, 2005
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"SEC Adopts Major Securities Offering Reforms," Client Alert, July 29, 2005
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"Reminder: New Form 8-K Requirements Take Effect August 23, 2004," Client Alert, June 1, 2004
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"Sarbanes-Oxley Act of 2002 Amends Securities Laws to Crack Down on Corporate Fraud," Client Alert, July 1, 2002
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"'It Ain't Over 'Til It's Over': Avoiding Protracted -- and Costly -- Purchase Price Adjustment Disputes after a Business is Sold Takes Meticulous Planning," Strategic Finance, January 2001
[ more publications ]
Speeches and Events
Mr. Alpert regularly conducts presentations for clients and other attorneys on significant corporate and securities matters.
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Section 363 Bankruptcy Sales,
New York, New York, March 19, 2010
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A Discussion With ISS (RiskMetrics): Policy Update, Research Process and Proxy Season Observations,
New York, NY, October 24, 2008
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The SEC's E-Proxy Rules: Legal Requirements and Practical Considerations,
New York, NY, February 11, 2008
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Section 363 Bankruptcy Sales,
New York, March 19, 2010
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A Discussion With ISS (RiskMetrics): Policy Update, Research Process and Proxy Season Observations,
New York, NY, October 24, 2008
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The SEC's E-Proxy Rules: Legal Requirements and Practical Considerations,
New York, NY, February 11, 2008
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