Exclusive IR Global advisor for Fusions et acquisitions in Ohio since 2016

Christopher Hewitt

+1 216.696.2691

Tucker Ellis LLP is a full-service law firm formed in 2003 by 65 lawyers. Today, our 215 lawyers practice nationwide from even locations: Chicago, Cleveland, Columbus, Houston, Los Angeles, San Francisco, and St. Louis. We aspire to two simple but lofty goals: to provide everyone we encounter with a better law firm experience and to make a career for everyone who works here.

Our firm is structured to build and maintain the strongest and deepest internal and external relationships, foster true teamwork with our clients and one another, and continuously work to improve every facet of what we do. With no billable hour requirements, we do not compensate our people for simply billing as much time as they can. Instead, we reward them for their accomplishments, allowing us more freedom to work under mutually gratifying non-hourly fee arrangements, train and mentor our lawyers and staff, and focus on getting our important work done.

At Tucker Ellis, we understand our clients want counsel who inspire trust and confidence and take their best interests to heart. Our culture of excellence, service, teamwork, diversity, and loyalty to our clients, communities, and one another is what sets us apart and drives us each day as we aspire to vastly improve the manner in which legal services are provided.

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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

Fusions et acquisitions

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)