Four Decades for Justice
Thomas E. Dunn has a diverse corporate practice encompassing mergers and acquisitions, private equity, joint ventures, restructurings, corporate governance and securities‑related matters.
Mr. Dunn’s clients have included Ashland, Viatris, Stanley Black & Decker, Lindsay Goldberg, Altra, Genpact, Chemed, Corteva, IFF, Radius Global Infrastructure, binderholz Group, Robinhood, Scientific Games, FactSet Research Systems, Ripplewood Associates, Hertz, Cox Enterprises, Pentair, Forward Air, Bristol‑Myers Squibb, J.Crew, Barnes & Noble, Gerber Scientific, Terra Industries, Jones Apparel Group, Alcoa and Perry Capital.
Mr. Dunn has also represented numerous companies in defending against hedge fund activism. Recent examples include representing Corteva in its agreement with Starboard; Forward Air in its cooperation agreement with Ancora; Ashland in its proxy contest and subsequent settlement agreement with Cruiser Capital and in its response to JANA Partners’ acquisition of approximately 8.4% of its outstanding shares; Barnes & Noble in its successful proxy contest with Ron Burkle and Yucaipa; and Chemed in its successful proxy contest with MMI Investments.
Mr. Dunn’s assignments include representing:
Mr. Dunn has been repeatedly recognized by IFLR1000 as one of the country’s leading practitioners in both mergers and acquisitions and private equity, by Lawdragon in its lists of the “500 Leading Lawyers in America” and the “500 Leading Dealmakers in America,” and by The Legal 500 US for his work in mergers and acquisitions. His work on behalf of Altra in its $3 billion combination with four operating companies from Fortive’s Automation and Specialty platform was featured by the Financial Times in its annual FT North America Innovative Lawyers 2018 report. Mr. Dunn is the former Chairman of the Board of Trustees of Greenwich Academy and is a member of the Board of Trustees of Western Reserve Academy and the Board of Directors of MFY Legal Services.
Mr. Dunn was raised in Erie, Pennsylvania. He received a B.A. from the College of William & Mary in 1987 and a J.D. summa cum laude from Duke Law School in 1992, where he was Senior Editor of Law and Contemporary Problems and was elected to the Order of the Coif.
Mr. Dunn joined Cravath in 1992 and was elected a partner in 1999. He practiced in the Firm’s London office from 1995 to 1997.
Mr. Dunn has also represented numerous companies in defending against hedge fund activism. Recent examples include representing Corteva in its agreement with Starboard; Forward Air in its cooperation agreement with Ancora; Ashland in its proxy contest and subsequent settlement agreement with Cruiser Capital and in its response to JANA Partners’ acquisition of approximately 8.4% of its outstanding shares; Barnes & Noble in its successful proxy contest with Ron Burkle and Yucaipa; and Chemed in its successful proxy contest with MMI Investments.
Mr. Dunn’s assignments include representing:
Mr. Dunn has been repeatedly recognized by IFLR1000 as one of the country’s leading practitioners in both mergers and acquisitions and private equity, by Lawdragon in its lists of the “500 Leading Lawyers in America” and the “500 Leading Dealmakers in America,” and by The Legal 500 US for his work in mergers and acquisitions. His work on behalf of Altra in its $3 billion combination with four operating companies from Fortive’s Automation and Specialty platform was featured by the Financial Times in its annual FT North America Innovative Lawyers 2018 report. Mr. Dunn is the former Chairman of the Board of Trustees of Greenwich Academy and is a member of the Board of Trustees of Western Reserve Academy and the Board of Directors of MFY Legal Services.
Mr. Dunn was raised in Erie, Pennsylvania. He received a B.A. from the College of William & Mary in 1987 and a J.D. summa cum laude from Duke Law School in 1992, where he was Senior Editor of Law and Contemporary Problems and was elected to the Order of the Coif.
Mr. Dunn joined Cravath in 1992 and was elected a partner in 1999. He practiced in the Firm’s London office from 1995 to 1997.
American Bar Association
New York City Bar Association
Greenwich Academy
MFY Legal Services
Western Reserve Academy
IFLR1000
Lawdragon
The Legal 500 US
Deals & Cases
August 10, 2023
On August 10, 2023, Forward Air Corporation (“Forward”), a provider of transportation services, and Omni Logistics, LLC (“Omni”), a private logistics and supply chain management company that is majority owned by Ridgemont Equity Partners and EVE Partners, LLC, announced that they have entered into a definitive agreement under which Forward and Omni will combine in a cash-and-stock transaction, creating a combined company that generated approximately $3.7 billion of combined company adjusted revenue for the twelve months ended June 30, 2023. Cravath is representing Forward in connection with the transaction.
Deals & Cases
March 01, 2023
On March 1, 2023, Radius Global Infrastructure, Inc. (“Radius”), a leading global aggregator of real property interests underlying wireless telecommunications cell sites and other digital infrastructure assets, announced it has entered into a definitive agreement under which EQT Active Core Infrastructure and Public Sector Pension Investment Board (“PSP Investments”) will indirectly acquire Radius for $15.00 per share in cash, representing a total enterprise value of approximately $3 billion. Upon completion of the transaction, Radius will be a privately held company indirectly wholly owned by EQT Active Core Infrastructure and PSP Investments, as well as Radius management. Radius shares will no longer be listed on any public securities exchange. Cravath is representing Radius in connection with the transaction.
Deals & Cases
February 16, 2023
On February 16, 2023, IFF, an industry leader in food, beverage, scent, health and biosciences, science and creativity, announced it has entered into an agreement to sell its Flavor Specialty Ingredients (“FSI”) business to Exponent, a leading UK‑based private equity firm, for $220 million in cash proceeds. FSI reports through IFF’s Scent division and is a leading manufacturer of synthetic and natural base aroma chemicals used in the flavor market. Cravath is representing IFF in connection with the transaction.
Deals & Cases
October 27, 2022
On October 27, 2022, Altra Industrial Motion Corp. (“Altra”), a premier global manufacturer and supplier of motion control, power transmission and automation products, announced it has entered into a definitive agreement to be acquired by Regal Rexnord Corporation (“Regal Rexnord”) for approximately $5 billion on an enterprise value basis. Cravath is representing Altra in connection with the transaction.
Deals & Cases
April 05, 2022
On April 4, 2022, Pixelle Specialty Solutions Holding LLC (“Pixelle”), a leading provider of fiber‑based specialty solutions in North America and portfolio company of private investment firm Lindsay Goldberg, announced that it has signed a definitive agreement to be acquired by an affiliate of H.I.G. Capital, a leading global alternative investment firm. Cravath is representing Lindsay Goldberg in connection with the transaction.
Activities & Publications
October 06, 2022
On October 4, 2022, Cravath distributed a memo for its clients entitled “Potential Corporate Bylaw Amendments in Response to SEC Universal Proxy Rules,” which summarizes potential bylaw amendments companies should consider in response to the new federal proxy rules mandating the use of “universal” proxy cards in contested director elections that went into effect on August 31, 2022.
Thomas E. Dunn has a diverse corporate practice encompassing mergers and acquisitions, private equity, joint ventures, restructurings, corporate governance and securities‑related matters.
Mr. Dunn’s clients have included Ashland, Viatris, Stanley Black & Decker, Lindsay Goldberg, Altra, Genpact, Chemed, Corteva, IFF, Radius Global Infrastructure, binderholz Group, Robinhood, Scientific Games, FactSet Research Systems, Ripplewood Associates, Hertz, Cox Enterprises, Pentair, Forward Air, Bristol‑Myers Squibb, J.Crew, Barnes & Noble, Gerber Scientific, Terra Industries, Jones Apparel Group, Alcoa and Perry Capital.
Mr. Dunn has also represented numerous companies in defending against hedge fund activism. Recent examples include representing Corteva in its agreement with Starboard; Forward Air in its cooperation agreement with Ancora; Ashland in its proxy contest and subsequent settlement agreement with Cruiser Capital and in its response to JANA Partners’ acquisition of approximately 8.4% of its outstanding shares; Barnes & Noble in its successful proxy contest with Ron Burkle and Yucaipa; and Chemed in its successful proxy contest with MMI Investments.
Mr. Dunn’s assignments include representing:
Mr. Dunn has been repeatedly recognized by IFLR1000 as one of the country’s leading practitioners in both mergers and acquisitions and private equity, by Lawdragon in its lists of the “500 Leading Lawyers in America” and the “500 Leading Dealmakers in America,” and by The Legal 500 US for his work in mergers and acquisitions. His work on behalf of Altra in its $3 billion combination with four operating companies from Fortive’s Automation and Specialty platform was featured by the Financial Times in its annual FT North America Innovative Lawyers 2018 report. Mr. Dunn is the former Chairman of the Board of Trustees of Greenwich Academy and is a member of the Board of Trustees of Western Reserve Academy and the Board of Directors of MFY Legal Services.
Mr. Dunn was raised in Erie, Pennsylvania. He received a B.A. from the College of William & Mary in 1987 and a J.D. summa cum laude from Duke Law School in 1992, where he was Senior Editor of Law and Contemporary Problems and was elected to the Order of the Coif.
Mr. Dunn joined Cravath in 1992 and was elected a partner in 1999. He practiced in the Firm’s London office from 1995 to 1997.
Mr. Dunn has also represented numerous companies in defending against hedge fund activism. Recent examples include representing Corteva in its agreement with Starboard; Forward Air in its cooperation agreement with Ancora; Ashland in its proxy contest and subsequent settlement agreement with Cruiser Capital and in its response to JANA Partners’ acquisition of approximately 8.4% of its outstanding shares; Barnes & Noble in its successful proxy contest with Ron Burkle and Yucaipa; and Chemed in its successful proxy contest with MMI Investments.
Mr. Dunn’s assignments include representing:
Mr. Dunn has been repeatedly recognized by IFLR1000 as one of the country’s leading practitioners in both mergers and acquisitions and private equity, by Lawdragon in its lists of the “500 Leading Lawyers in America” and the “500 Leading Dealmakers in America,” and by The Legal 500 US for his work in mergers and acquisitions. His work on behalf of Altra in its $3 billion combination with four operating companies from Fortive’s Automation and Specialty platform was featured by the Financial Times in its annual FT North America Innovative Lawyers 2018 report. Mr. Dunn is the former Chairman of the Board of Trustees of Greenwich Academy and is a member of the Board of Trustees of Western Reserve Academy and the Board of Directors of MFY Legal Services.
Mr. Dunn was raised in Erie, Pennsylvania. He received a B.A. from the College of William & Mary in 1987 and a J.D. summa cum laude from Duke Law School in 1992, where he was Senior Editor of Law and Contemporary Problems and was elected to the Order of the Coif.
Mr. Dunn joined Cravath in 1992 and was elected a partner in 1999. He practiced in the Firm’s London office from 1995 to 1997.
American Bar Association
New York City Bar Association
Greenwich Academy
MFY Legal Services
Western Reserve Academy
IFLR1000
Lawdragon
The Legal 500 US
Deals & Cases
August 10, 2023
On August 10, 2023, Forward Air Corporation (“Forward”), a provider of transportation services, and Omni Logistics, LLC (“Omni”), a private logistics and supply chain management company that is majority owned by Ridgemont Equity Partners and EVE Partners, LLC, announced that they have entered into a definitive agreement under which Forward and Omni will combine in a cash-and-stock transaction, creating a combined company that generated approximately $3.7 billion of combined company adjusted revenue for the twelve months ended June 30, 2023. Cravath is representing Forward in connection with the transaction.
Deals & Cases
March 01, 2023
On March 1, 2023, Radius Global Infrastructure, Inc. (“Radius”), a leading global aggregator of real property interests underlying wireless telecommunications cell sites and other digital infrastructure assets, announced it has entered into a definitive agreement under which EQT Active Core Infrastructure and Public Sector Pension Investment Board (“PSP Investments”) will indirectly acquire Radius for $15.00 per share in cash, representing a total enterprise value of approximately $3 billion. Upon completion of the transaction, Radius will be a privately held company indirectly wholly owned by EQT Active Core Infrastructure and PSP Investments, as well as Radius management. Radius shares will no longer be listed on any public securities exchange. Cravath is representing Radius in connection with the transaction.
Deals & Cases
February 16, 2023
On February 16, 2023, IFF, an industry leader in food, beverage, scent, health and biosciences, science and creativity, announced it has entered into an agreement to sell its Flavor Specialty Ingredients (“FSI”) business to Exponent, a leading UK‑based private equity firm, for $220 million in cash proceeds. FSI reports through IFF’s Scent division and is a leading manufacturer of synthetic and natural base aroma chemicals used in the flavor market. Cravath is representing IFF in connection with the transaction.
Deals & Cases
October 27, 2022
On October 27, 2022, Altra Industrial Motion Corp. (“Altra”), a premier global manufacturer and supplier of motion control, power transmission and automation products, announced it has entered into a definitive agreement to be acquired by Regal Rexnord Corporation (“Regal Rexnord”) for approximately $5 billion on an enterprise value basis. Cravath is representing Altra in connection with the transaction.
Deals & Cases
April 05, 2022
On April 4, 2022, Pixelle Specialty Solutions Holding LLC (“Pixelle”), a leading provider of fiber‑based specialty solutions in North America and portfolio company of private investment firm Lindsay Goldberg, announced that it has signed a definitive agreement to be acquired by an affiliate of H.I.G. Capital, a leading global alternative investment firm. Cravath is representing Lindsay Goldberg in connection with the transaction.
Activities & Publications
October 06, 2022
On October 4, 2022, Cravath distributed a memo for its clients entitled “Potential Corporate Bylaw Amendments in Response to SEC Universal Proxy Rules,” which summarizes potential bylaw amendments companies should consider in response to the new federal proxy rules mandating the use of “universal” proxy cards in contested director elections that went into effect on August 31, 2022.
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