Lyle G.Ganske

Partner-in-Charge Houston

Houston + 1.216.586.7264

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Lyle Ganske is Partner-in-Charge of Jones Day's Houston Office and serves as the Firm's Chair of Boardroom Development and Strategic Transactions. He advises significant companies, focusing primarily on M&A, takeovers, takeover preparedness, corporate governance, executive compensation, and general corporate counseling. Lyle has been involved in over 50 transactions that each had a value in excess of $1 billion and over 50 proxy contests and battles for corporate control. He represents the boards of approximately 100 public companies on fiduciary duty-related matters. He has experience with M&A involving an array of businesses, including energy, manufacturing, retailing, telecom, and process industries.

Representative transactions include: Nextel Communications' $46.5 billion merger-of-equals with Sprint, Albertsons' $17.4 billion acquisition by a consortium of investors, Federated Department Stores' $17 billion acquisition of May Department Stores, Procter & Gamble's $3.3 billion divestiture of Folgers, The Lubrizol Corporation's $9.7 billion acquisition by Berkshire Hathaway, Goodrich Corporation's $18.4 billion merger with United Technologies, and the $4.75 billion cash-and-stock sale of Exelis to Harris Corporation.

Hostile takeover defense representations include Diebold, Firestone, GenCorp, United States Shoe Corporation, Loewen Group, Diamond Shamrock, Georgia Gulf, and PotashCorp. American Greetings, Chrysler, General Electric, Goodrich, Macy's, Nationwide, Procter & Gamble, and Sherwin-Williams are among other companies Lyle has advised on substantial matters.

Lyle speaks frequently and has coauthored many articles on M&A and corporate governance issues. Lyle serves on the boards of World Affairs Council of Greater Houston and Western Reserve Land Conservancy. He is the former lead director of Altra Industrial Motion (Nasdaq) and the former chair of Business Volunteers Unlimited and the Commission on Economic Inclusion.

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Experiência

  • Associated Estates acquired by Brookfield Asset Management for $2.5 billionJones Day advised Associated Estates Realty Corporation in the acquisition by an affiliate of Brookfield Asset Management for $2.5 billion including the assumption of debt.
  • RTI International Metals sold to Alcoa for $1.5 billionJones Day advised RTI International Metals, Inc., a global supplier of titanium and specialty metal products and services for the commercial aerospace, defense, energy, and medical device markets, in its $1.5 billion stock-for-stock acquisition by Alcoa Inc.
  • Exelis acquired by Harris Corporation for $4.8 billionJones Day advised Exelis, Inc. in its acquisition by Harris Corporation in a cash and stock transaction valued at $23.75 per share, or approximately $4.8 billion enterprise value.
  • OMNOVA involved in proxy contest defenseJones Day advised OMNOVA Solutions Inc. in a proxy contest defense, including negotiation and execution of a settlement agreement with an investor group led by activist shareholder Barington Capital Group, L.P.
  • FTD acquires Liberty Interactive's Provide Commerce floral and gifting businesses for $430 millionJones Day advised FTD Companies, Inc. in the acquisition of Liberty Interactive Corporation's Provide Commerce floral and gifting businesses for $430 million.
  • Timken completes plan to separate its businesses into two independent publicly traded companiesJones Day advised The Timken Company in its spin-off of its steel business from its bearing and power transmission business.
  • Board of Directors of Abercrombie & Fitch reaches settlement agreement with Engaged CapitalJones Day advised the Board of Directors of Abercrombie & Fitch Co., a leading global specialty retailer of high-quality casual apparel, on the company's entry into a settlement agreement with activist shareholder Engaged Capital, LLC.
  • Weiss Family acquires American Greetings for $878 millionJones Day advised the Weiss Family in its take private of American Greetings Corporation for approximately $878 million, including assumption of company's 7 3/8% Notes due 2021, which will remain outstanding after the transaction, the repayment of borrowings under the company's revolving credit facility, and the settlement of stock options not held by the Weiss Family.
  • FirstMerit acquires Citizens Republic Bancorp for $912 millionJones Day advised FirstMerit Corporation in its stock-for-stock acquisition of Citizens Republic Bancorp for approximately $912 million.
  • Board of Directors of Calgon Carbon advised on accelerated share repurchase program related to Starboard ValueJones Day provided counsel to the Calgon Carbon Corporation's Board of Directors on an accelerated share repurchase program and various matters related to activist shareholder Starboard Value LP and its affiliates.
  • Safeguard Properties acquires Bank of America's field servicing businessJones Day advised Safeguard Properties LLC in the acquisition of the mortgage field servicing business of Bank of America.
  • Goodrich merges with industrial conglomerate United Technologies for $18.4 billionJones Day advised Goodrich Corporation in its $18.4 billion merger with United Technologies Corp., marking a major milestone for the company and strengthening its position in the commercial aerospace industry.
  • Nationwide Insurance acquires Harleysville Mutual Insurance and Harleysville Group for $840 millionJones Day advised Nationwide Mutual Insurance Company in its $840 million acquisition of Harleysville Mutual Insurance Company and Harleysville Group Inc.
  • Lubrizol acquired by Warren Buffett's Berkshire Hathaway for $9.7 billionJones Day advised The Lubrizol Corporation in its acquisition by Berkshire Hathaway for $9.7 billion.
  • Special Committee of Board of Directors of Hawk Corporation advised in $413 million acquisition by Carlisle CompaniesJones Day advised the Special Committee of the Board of Directors of Hawk Corporation in its $413 million acquisition by Carlisle Companies Incorporated ("Carlisle).
  • EXCO Resources' Special Committee of Board of Directors advised in proposed $4 billion buyout by CEO Douglas H. MillerJones Day advised The Special Committee of the Board of Directors of EXCO Resources, Inc. in the proposed $4 billion offer from Chairman and Chief Executive Officer, Douglas H. Miller, to purchase all of the outstanding shares of stock of the Company not already owned by Mr. Miller.
  • Spectrum adds Russell Hobbs to its portfolio to create $3 billion global consumer products companyJones Day advised the Special Committee of the Board of Directors of Atlanta-based Spectrum Brands, Inc. in connection with its $3.3 billion combination with Miramar, Florida-based Russell Hobbs, Inc.
  • A. Schulman, Inc. executes merger agreement with ICO for $191.4 millionJones Day advised A. Schulman, Inc. in its $191.4 million merger with ICO, Inc., a global producer of custom polymer powders and plastic film concentrates.
  • Timken sells needle roller bearings business to JTEKTJones Day advised The Timken Company in the $330 million sale of its needle roller bearings business, which primarily serves customers in the automotive original-equipment sector, to Japan's JTEKT Corporation.
  • Atlas Energy merges with Atlas AmericaJones Day advised Atlas Energy Resources in its merger transaction with Atlas America.
  • DDR sells minority stake to Otto family for $112.5 millionJones Day advised Developers Diversified Realty Corporation in its $112.5 million sale of a minority stake to Mr. Alexander Otto and certain members of his family.
  • American Greetings acquires Papyrus trademark and wholesale businessJones Day advised American Greetings on the simultaneous divestiture of its retail business, including 341 retail stores, and acquisition of the wholesale business of Schurman Fine Papers, including the Papyrus trademark.
  • Universal Electronics and Maxim purchase Zilog universal remote control and secure transaction businessesJones Day advised Universal Electronics Inc. in its $31 million acquisition, along with Maxim Integrated Products, Inc., of certain assets of Zilog, Inc.
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    MARCH 2021 Commentary

    Delaware Chancery Court Strikes 5% Poison Pill With "Extreme" Features

    April 2020 Commentary

    ISS Issues Policy Guidance in Response to COVID-19

    March 2020 Commentary

    To Adopt or Not to Adopt: Poison Pills in the Wake of COVID-19

    March 2020 Commentary

    ISS's 2020 "EVA" Assessment: How Will Your CEO Perform?

    April 2019 Commentary

    Share Buybacks Under Fire

    December 2018 Commentary

    Board Diversity: Are Your Directors Ready for 2019?

    October 2018 Commentary

    The "Commonsense Principles 2.0": Still Making Sense

    October 2018 Commentary

    What Should Boards Really Be Doing About ESG?

    July 2018 Commentary

    Board Practices in the Digital Age: Beyond Corporate Housekeeping

    January 2018 Commentary

    "Corporation" is Not a Four-Letter Word
    Ver tudo

    • June 4, 2015
      Jones Day discusses DuPont's Proxy Contest Victory: A Turning Point for Companies' Responses to Activism?, The CLS Blue Sky Blog
    • June 3, 2015
      Lessons From DuPont's Proxy Contest Victory, Law 360
    • July 2010
      Reform brings a renewed focus on short-term results, Fortune Online

    Palestras / Aulas

    • February 14, 2013
      Jones Day Regional Energy Conference, Harnessing Regional Opportunity in the new Energy Economy
    • June 7, 2012
      Jones Day Chicago 2012 MCLE University
    • December 7, 2010
      Preparing for the 2011 Proxy Season: The Perspective of Institutional Shareholders and Their Advisors
    • April 22, 2010
      2010 Speaker Series: Enterprise Risk Management
    • October 17, 2006
      Aerospace, Defense & Intelligence Companies: Maximizing the Value Through Mergers & Acquisitions
    • November 19, 2003
      Getting Back to Business: Beyond Sarbanes-Oxley

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