Mark D. Director is a partner in the Washington, D.C. and New York offices of Gibson, Dunn & Crutcher. He is a member of the firm’s Mergers and Acquisitions, Private Equity, and Securities Regulation and Corporate Governance Practice Groups.
Mr. Director has an extensive practice advising public companies and private equity sponsors and their portfolio companies in mergers and acquisitions, leveraged buyouts, spin-offs, minority investments, joint ventures and other corporate transactions. He has handled hundreds of complex business transactions and advised clients on numerous high-stakes business challenges both in private practice and previously as a public company general counsel and senior corporate executive. He regularly counsels boards of directors and senior executives on disclosure, compliance, securities reporting, governance, shareholder defense and risk management issues. Clients describe Mr. Director as “an extraordinary business lawyer with great judgment” and praise his “outstanding customer service.”
Mr. Director has been selected by Chambers USA as a top-ranked M&A and private equity lawyer since 2009 and is recognized by his clients as “a level-headed thinker who gets right to the point and provides practical advice based on a wealth of knowledge.” He is currently ranked in the top tier by Chambers USA 2022 for Corporate/M&A and Private Equity. He also is ranked by Chambers Global as a leading attorney in Corporate/M&A. He has been honored by The Legal 500 for Mergers & Acquisitions since 2007. He has been recognized by Who’s Who Legal for M&A and Governance since 2014, and he has been named a “Washington D.C. Super Lawyer” for Mergers & Acquisitions by Super Lawyers magazine since 2012. He also has been recognized by Euromoney and listed in Expert Guides for Banking, Finance, and Transactional Law.
Prior to joining Gibson Dunn, Mr. Director was a partner with Kirkland & Ellis LLP. Before that he served as Executive Vice President and General Counsel of publicly traded US Office Products Co. and of a private-equity-backed telecommunications company.
Representative Clients and Transactions
- Special Committee of the Board of Directors of Atlas Corp. in the pending $10.9 billion take-private transaction
- Monumental Sports & Entertainment in the acquisition of NBC Sports Washington from Comcast Corp./NBC Universal
- Transaction Committee of the Board of Directors of Exelon Corporation in the spin off of Constellation Energy Corporation
- Enact Holdings Inc. in its IPO and partial separation from Genworth Financial
- ATL Partners in the $1.7 billion sale of its Pilot Freight Services business to A.P Moeller-Maersk
- MidOcean Partners in the $850 million sale of its Hunter Fan business to Griffon Corporation
- South Carolina Department of Administration in the process of obtaining and negotiating proposed transactions for the sale, third-party management or reform of the publicly owned Santee Cooper electric, gas and water utility and submitting the recommended options to the South Carolina Legislature
- FTI Consulting in its acquisition of the Delta Partners business
- Morgan Stanley, as financial advisor to SCANA Corporation, in SCANA’s $7.9 billion sale to Dominion Energy
- Strayer Education in its $1.9 billion merger of equals with Capella Education Company*
- CEB, Inc. in its $3.3 billion sale to Gartner, Inc.*
- Hess Corporation and its affiliate, Hess Oil Virgin Islands Corp. (“HOVIC”), in connection with the successful Chapter 11 liquidation and Section 363 sale of substantially all of the oil terminal and storage and refinery assets of HOVIC’s 50/50 joint venture, HOVENSA L.L.C., once the owner of one of the ten largest oil refineries in the world*
- Hess Corporation in the $2.8 billion sale of its retail business to Speedway LLC*
- Piedmont Natural Gas in its $4.9 billion sale to Duke Energy*
- Exelon Corporation in its $7 billion acquisition of Pepco Holdings Inc.*
- Hess Corporation in the $1.2 billion sale of its Energy Marketing business to Direct Energy*
- CEB, Inc. in its $660 million acquisition of UK-based SHL Group*
- Constellation Energy in its $7.9 billion merger with Exelon Corporation*
- Constellation Energy in its $4.5 billion sale of 49.99% of its nuclear generation business to Électricité de France SA*
- ATL Partners in numerous acquisitions, dispositions, and minority investments
- ATL Partners and BCI in the acquisition of Valence Surface Technologies and Fountain Plating Company
- Rhone Group LLC and affiliates in the acquisition with The Chatterjee Group of Lummus Technology from McDermott International for $2.7 billion.
- Rhone Group LLC and affiliates and affiliates of WeWork Property Advisors as investors in Hudson’s Bay Company in a pending $720 million take-private transaction of Hudson’s Bay Company
- MidOcean Partners in numerous acquisitions, dispositions, and minority investments
- Macquarie Infrastructure and Real Assets and an equity investor consortium in the $4.7 billion take-private acquisition of Cleco Corporation, a publicly traded power utility company in Louisiana*
- MidOcean Partners and Public Sector Pension Investment Board in the acquisition and subsequent sale to Precision Castparts Corp. of Noranco, Inc.*
- MidOcean Partners and Crestview Partners in the $3 billion sale of Insight Communications to Time Warner Cable*
- MidOcean Partners and Crestview Partners in their acquisition and their subsequent $585 million sale of Puerto Rico-based OneLink Communications (cable television system serving San Juan)*
- ATL Partners and Public Sector Pension Investment Board in the formation of a new aircraft leasing platform, SKY Leasing, and the subsequent sale of its international operations to Goshawk Aviation Ltd.*
- Arlington Capital Partners in numerous acquisitions and dispositions
- Angelo Gordon & Co. and Cerberus Capital Management, as the major stockholders of Acterna Corp., in the $760 million sale of Acterna to JDS Uniphase*
- Monumental Sports & Entertainment in the investment by Laurene Powell Jobs in the partnership that owns the Washington Capitals, Washington Wizards, Washington Mystics, Capital One Arena, and other sports and entertainment assets and businesses*
- Monumental Sports & Entertainment in its acquisition of the Washington Wizards, Washington Mystics, Capital One Arena, and other sports and entertainment assets and businesses *
Mr. Director is a long-time member of the Society for Corporate Governance. He was a member of the board of directors of Washington Hebrew Congregation from 2010-2022. He also served as general counsel of the Congregation and from 2020-2022 served as its President. In addition, he is a past chairman and long-time board member of Everybody Wins! DC, a children’s literacy organization.
Mr. Director received a Juris Doctor, cum laude, from Harvard Law School and a Bachelor of Arts, magna cum laude, in English and American Literature from Harvard College. He is licensed to practice in New York and the District of Columbia.
In addition to speaking, writing, and teaching on a range of M&A, securities and corporate governance subjects, he is the co-author of three books on the regulation of mass media and communications in the United States and globally.
*Engagements prior to joining Gibson, Dunn & Crutcher.