Christopher Hewitt

Chris Hewitt is a businessman—with a legal degree. A corporate attorney with an M.B.A, Chris serves as a strategic advisor to the boards of directors and management of public and sophisticated private companies on mergers and acquisitions, takeover preparedness and defense, corporate governance, corporate counseling and SEC compliance. In short, Chris helps clients find solutions and avoid business problems.

Business Transactions. Chris has the business acumen to assist clients not only in structuring, negotiating, and closing sophisticated business transactions, but also in strategically analyzing and understanding how the transaction relates to the client’s business. Chris began his career in the New York office of Skadden Arps and came to Tucker Ellis from Jones Day, where he was partner for nine years in the M&A practice group. As a result, Chris brings a “Big Law” sophistication to each matter, while crafting cost-effective solutions with Midwestern practicality. He understands that negotiating a transaction is not about keeping score on deal points won or lost or taking polarizing positions. Chris practices the art of “getting to yes” negotiating, which means not only effectively articulating the client’s interests in a transaction and making sure the documentation protects those interests, but also resolving, in a common-sense fashion, the myriad, idiosyncratic issues that often arise in transactions.

As illustrated below in his representative transactions, Chris has negotiated numerous high-profile, multibillion-dollar acquisitions and divestitures, as well as many smaller deals, and has worked on transaction financing, including debt and equity offerings. He works with clients in industries such as energy, minerals and mining, manufacturing, retailing, media and technology, to name a few.

Corporate Governance and Compliance. Now more than ever, boards of directors need the pragmatic advice of trusted lawyers like Chris who understand the issues directors face. Chris has extensive boardroom experience advising directors on the issues they confront in today’s dynamic corporate governance environment—experience that enables him to cut through the clutter and assist directors in making informed decisions.

In addition, Chris has successfully defended large and small public companies in contests for corporate control, including both hostile takeovers and proxy contests, and has assisted numerous companies in responding to shareholder proposals. He has also assisted engaged shareholders in establishing a dialogue with the board and management of struggling public companies. Chris is frequently sought after to speak on shareholder activists issues, and has published several articles in this evolving area.

Chris comes from a large family that includes two brothers and five sisters, and is a triplet with two of his sisters. He and his wife are the proud parents of three children. Chris is also an avid golfer and fitness nut, working out every morning before work.

REPRESENTATIVE MATTERS

Fusiones y adquisiciones

• Advised New Media Investment Group—one of the largest publishers of locally based print and online media in the United States—in its acquisition of certain publications of The Dolan Company
• Advised New Media Investment Group in its acquisition of the assets comprising the print publication business of The Dispatch Printing Company, including The Columbus Dispatch
• Advised Diebold, Incorporated, a global leader in providing innovative self-service technology, security systems and related services, in its acquisition of Phoenix Interactive Design, Inc., a world leader in developing innovative software solutions for ATMs and other financial self-serve applications
• Advised GSI Group, Inc., a designer, developer, and manufacturer of precision photonics and motion control components and subsystems, in its $82.5-million acquisition of NDS Surgical Imaging from Riverside Partners LLC
• Advised Colfax Corporation, a diversified global manufacturing and engineering company that provides gas- and fluid-handling and fabrication technology products and services to commercial and governmental customers, in its $55-million acquisition of the heavy duty air and material handling and specialty wind tunnel application business of The New York Blower Company
• Advised Colfax Corporation in its €193-million acquisition of the Global Infrastructure and Industry (GII) business of Fläkt Woods Group
• Advised Ampex Brands, one of the largest franchise organizations of Yum! Brands and Long John Silver’s, in its acquisition of multiple Tim Hortons restaurants in Columbus and Dayton, Ohio
• Advised Morgan’s Foods, Inc., the owner and operator of 68 KFC, Taco Bell and Pizza Hut Express franchises in Ohio, Pennsylvania, West Virginia, Illinois, New York, and Missouri, in its $20.6-million sale to Ampex Brands
• Advised the shareholders of Trademark Games, Inc., a manufacturer and supplier of consumer products to mass market internet retailers, in the sale of a controlling interest to Blue Point Capital Partners
• Advised The Channel Company, a provider of sales and marketing solutions for the technology channel, in the divestiture of its SharedVue platform
• Advised The Channel Company in its acquisition of the assets comprising the “Everything Channel” business of UBM LLC, a wholly owned subsidiary of UBM plc
• Advised a major supplier of semiconductor fabrication equipment in its $3.3-billion acquisition of a leading supplier of plasma etch- and single-wafer clean equipment
• Advised a leading manufacturer of digital entertainment and imaging products in its $680-million sale to a leading global provider of personal wireless technology, including Bluetooth, GPS, FM and Wi-Fi
• Advised a global market leader in unified asset visibility solutions for healthcare and industrial customers in its $240-million sale to a leading healthcare solutions provider
• Advised a global leader in flash memory storage solutions in its acquisition of a provider of innovative caching software products
• Advised a diversified energy company as Ohio counsel in its $8.5-billion acquisition of an electric utility
• Advised a global leader in the design and manufacture of high-performance electro-optical and infrared sensors and systems and multi-axis stabilized cameras in its $643-million sale to a market-leading defense contractor

Contests for Corporate Control
Corporate

• Advised A. Schulman, Inc. on a negotiated settlement in response to a proxy solicitation by Barington Capital Group to obtain multiple board seats
• Successfully defended Cryo-Cell International, Inc. against a proxy solicitation by David Portnoy to replace the board of directors
• Successfully defended Dynamics Corporation of America against an unsolicited tender offer and related proxy solicitation by WHX Corporation; DCA entered into a negotiated merger with CTS Corporation
• Defended GenCorp, Inc. against a proxy solicitation by Pirate Capital LLC
• Successfully defended The Lamson & Sessions Company against a threatened proxy solicitation by Ramius Capital Group to obtain multiple board seats; Lamson entered into a negotiated merger with Thomas & Betts Corporation
• Successfully defended LCA-Vision Inc. against a consent solicitation by the founder and former Chairman to remove and replace the board of directors
• Successfully defended Myers Industries, Inc. against multiple proxy solicitations by GAMCO Asset Management Inc. to obtain multiple board seats
• Successfully defended Oglebay Norton Company against an unsolicited tender offer and related proxy solicitation by Harbinger Capital Partners; Oglebay entered into a negotiated merger with Carmeuse North America, a unit of Carmeuse Group
• Successfully defended Potash Corporation of Saskatchewan against an unsolicited tender offer by BHP Billiton Plc, which withdrew its offer
• Defended Zoran Corporation against a consent solicitation by Ramius Capital Group to remove and replace multiple directors; Zoran entered into a negotiated merger with CSR Plc

Shareholder

• Served as Ohio counsel to FrontFour Master Fund, Ltd. and Quinpario Partners, LLC in their combined proxy solicitation to obtain multiple board seats at Ferro Corporation; Ferro agreed to give FrontFour/Quinpario two board seats
• Served as counsel to Steve Bershad, an individual shareholder of GSI Group, Inc., in a threatened proxy contest to replace the board of directors; GSI Group filed for bankruptcy and the representation converted to representing the equity committee; Bershad is now Chairman of the Board
• Served as Ohio counsel to Triarc Companies, Inc. in its threatened proxy solicitation to obtain multiple board seats at Wendy’s International Inc.; Triarc entered into a negotiated merger with Wendy’s

CIVIC & PROFESSIONAL INVOLVEMENT

• Ohio State Bar Association
  • Corporation Law Committee
    • Tender Offer Subcommittee
• Cleveland Metropolitan Bar Association
• Leadership Cleveland, Class of 2014
• Association for Corporate Growth
• Society of Corporate Secretaries and Governance Professionals
• Law360 Mergers & Acquisitions Editorial Advisory Board (2015, 2016)

SPEAKING ENGAGEMENTS

• “Expanding Your Fan Base: Addressing Stock Liquidity and Broadening Your Investor Profile,” Tucker Ellis/Elizabeth Park Capital Management Second Annual Banking Forum: Be an M&A Rock Star, Cleveland, Ohio (November 2015)
• “Activists, Hedge Funds and the Changing M&A Landscape of Corporate and Securities Laws,” 2015 In-House Counsel Summit, Tucker Ellis LLP, Cleveland, Ohio (October 2015)
• Shareholder Activism Panel, 2014 In-House Counsel Summit, Tucker Ellis LLP, Cleveland, Ohio (October 2014)
• Shareholder Activism Panel, Dix & Eaton, Cleveland, Ohio (Winter 2009)

PUBLICATIONS

• “Salt Your Pasta Water,” Today’s General Counsel (April 2015)
• “Shareholder Activism and the Federal Proxy Rules,” Westlaw Journal (April 2015)
• “Shareholder Activism Engagement,” Crain’s Cleveland Business (January 2015)
• “Hiring Counsel with Good Judgment is Key to Dealmaking Success,” Crain’s Cleveland Business (January 2014)
• “Is there a Right Way to Go Private? Finessing Divided Legal Standards Poses a Challenge,” Mergers & Acquisitions: The Dealmakers Journal (July 2006)
• “Hostile Takeovers: A Comparison of the Means of Protection in the U.S.,” Fusions & Acquisitions (April 2004)

MEDIA QUOTES

• “The Hedge Fund LCD 2016 Mid-Year Review: Hedge Fund Activism Summary,”Hedge Fund Legal & Compliance Digest (August 2016)
• “How Clients Drive M&A Partners Nuts,” Law360 (May 2016)
• “What to Expect for IPOs in 2016,” U.S. News & World Report (March 2016)
• “Corporate Spinoffs: Tops or Topsy-Turvy?“, U.S. News & World Report (January 2016)
• “Freeport McMoRan Takes Activist Hit,” Corporate Counsel (January 2016)
• “The 7 Firms Behind the Mammoth Pfizer-Allergan Merger,” Law360 Mergers & Acquisitions (November 2015)
• “3 Firms See Patience Pay Off with $67B Dell-EMC Deal,” Law360 Mergers & Acquisitions (October 2015)
• “Activist Environment Demands More Strategy, Financial Savvy in Messaging,”Crain’s Cleveland Business (May 2015)
• “6 Tactics for Fending Off an Activist Shareholder Attack,” Chief Executive Magazine(March 2015)
• “6 Ways CEOs Can Be Prepared When Activist Investors Strike,” Chief Executive Magazine (February 2015)
• “Activist Investors Are Playing an Increasingly Strong Role in Company Actions,”Crain’s Cleveland Business (February 2015)
• “Activist Investors Target GM,” Inside Counsel (February 2015)
• “Proxy Access Could Be Top Issue for Activist Shareholders in 2015,” Inside Counsel (January 2015)
• “Stewart/SCI to Face Scrutiny; Upfront Divestiture Buyers Possible,” Policy and Regulatory Report (May 2013)
• “One Secret Buffett Gets to Keep,” DealBook, The New York Times (November 2011)

AWARDS & PROFESSIONAL RECOGNITION

• The National Law Journal, “40 under 40” (2005)
• Chambers USA
  • “Up-and-coming individual” in Corporate/M&A (2006)
• Which Lawyer? Yearbook, Leading Individual (2007-2009)
• Ohio Super Lawyers® (2011-2016)
• Ohio Super Lawyers Rising Stars® (2005-2007)
• The Best Lawyers in America® (2009-2017)