M&A at the Board Level: Driving Shareholder Value
Thursday, May 18, 2017 – 1:00 PM ET
More and more merger and acquisition activity is being driven by activists seeking strategic reviews of companies they target. But the activist road to M&A has various stations along the way. Among the first steps activists take is to campaign for the ability to replace directors they see as over-tenured--that is, tenured for more than the approximately 8-year average for an S&P 500 company--serving on too many boards, or otherwise considered too close to management.
Activists are also increasingly demanding strategic board panels, which critics say create a bias for action. The steps they seek range from a return of capital to shareholders via share repurchase programs and debt-financed asset monetization programs to changes in the executive suite in terms of pay or personnel, divestitures, spin-offs, and even an outright sale of the business.
This roundtable presented by The Deal & Donnelley Financial Solutions will address the questions that arise from the challenging circumstances in which these demands often place management and board.
Director of Business Strategy, Venue Virtual Data Room
Donnelley Financial Solutions
Daniel Perez is Director of Business Strategy for RR Donnelley's Venue virtual data room platform, with responsibility for the strategic marketing and branding direction for Venue globally. Daniel has been with Donnelley Financial Solutions 4 years, and prior to joining Donnelley, he worked at both NBC Universal and BBC America in the digital media and marketing divisions in New York. Prior to moving to New York, Daniel worked both as in-house and agency marketing roles in Las Vegas, as well as executive producing a television series for the City of Las Vegas. Mr. Perez holds a Bachelors Degree in Business and Psychology from Pepperdine University and a MBA from the Gabelli School of Business at Fordham University.
James A. Mitarotonda
Chairman of the Board, President, CEO
Barington Capital Group
Mr. Mitarotonda is the Chairman of the Board, President and Chief Executive Officer of Barington Capital Group, L.P. (“Barington”), an investment firm that has assisted numerous companies in designing and implementing initiatives to improve their long-term performance.
Mr. Mitarotonda is an experienced public company director. He currently serves as a director of A. Schulman Inc., OMNOVA Solutions Inc. and Barington/Hilco Acquisition Corp. He also serves as the Chairman of the Board of The Eastern Company. Mr. Mitarotonda is a former director of The Jones Group Inc., The Pep Boys – Manny, Moe & Jack, Register.com, Inc., Gerber Scientific, Inc., Griffon Corporation, Ameron International Corporation, Ebix, Inc. and Sielox, Inc., among other companies.
Mr. Mitarotonda received an M.B.A. from New York University’s Graduate School of Business Administration (now known as the Stern School of Business) and a B.A. in economics from Queens College, where he is currently a member of the Board of Trustees.
Co-Head of Contested Situations
Derek Zaba is a Partner at CamberView Partners and serves as the co-head of the firm’s Contested Situations practice which encompasses long and short activism defense as well as contested and complex M&A.
Before joining CamberView, Mr. Zaba was a Partner at Voce Capital Management, a value-driven, governance-focused investor that regularly engages in public activism. At Voce, he was deeply involved in evaluating and selecting investment opportunities, identifying problematic governance and compensation practices, engaging with portfolio companies and developing and executing contested campaigns. Prior to that role, Mr. Zaba was a Senior Associate at Scoggin Capital Management LLC, an event-driven hedge fund. Earlier in his career, Mr. Zaba was a corporate attorney at Wachtell, Lipton, Rosen & Katz, where he counseled companies on a variety of matters including contested mergers & acquisitions transactions, proxy contests and corporate governance matters.
Mr. Zaba is a member of the State Bar of New York. He holds a J.D. from Stanford Law School, where he graduated Order of the Coif, and an M.B.A. and a bachelor’s degree in systems science and mathematics, cum laude, from Washington University in St. Louis.
Chief Executive Officer
Peter J. Solomon Company
Marc Cooper is the Chief Executive of Peter J. Solomon Company (PJSC). He joined PJSC in 1999 as a partner was promoted to Vice Chairman in 2013.
As the former Head of PJSC’s Global Retail Group Mr. Cooper advised numerous clients on mergers, acquisitions, divestitures, recapitalizations and restructurings, capital markets transactions and shareholder activism.
Mr. Cooper was responsible for the 2016 transaction in which Natixis SA purchased 51% of PJSC creating an enhanced global M&A advisory and financing platform, at the closing of which Mr. Cooper was elevated to CEO.
Prior to joining PJSC, Mr. Cooper was Co-Founder and Vice Chairman of Barington Capital Group. He began his career in investment banking at Kidder Peabody. He is a magna cum laude graduate of New York University where he received both his B.S. and M.B.A. degrees.