Eduardo Gallardo is a partner in the New York office of Gibson, Dunn & Crutcher. He focuses his practice on mergers and acquisitions, proxy contests, shareholder activism defense and corporate governance matters.
Mr. Gallardo has extensive experience representing public and private acquirers and targets in connection with mergers, acquisitions and takeovers, both negotiated and contested. He has also represented public and private companies in connection with proxy contests, leveraged buyouts, spinoffs, divestitures, restructurings, recapitalizations, joint ventures and other complex corporate transactions. Mr. Gallardo has substantial experience in the technology, financial services, telecommunications, energy, real estate, healthcare and life sciences industries.
Mr. Gallardo is one of only seven U.S. attorneys tier-ranked by Chambers USA 2018 in Corporate/M&A: Takeover Defense. Mr. Gallardo was named a “Dealmaker of the Year 2015” by The American Lawyer. The National Law Journal has also named him among its Mergers & Acquisitions and Antitrust Trailblazers – people “who have moved the needle in mergers and acquisitions and antitrust law.”
Mr. Gallardo is a member of the Board of Visitors of Columbia Law School, a member of the Board of Advisors of the Institute for Law & Economics of the University of Pennsylvania, a contributor of The Harvard Law School Forum on Corporate Governance and Financial Regulation, a member of the Advisory Board of Columbia Law School’s Blog on Corporations and the Capital Markets, and a member of the Society of Corporate Secretaries and Governance Professionals. He is also a member of the New York State Bar Association and the Negotiated Acquisitions Committee of the American Bar Association’s Business Law Section. Mr. Gallardo is a general editor of the M&A Practice Guide, published by Lexis/Nexis.
Mr. Gallardo received his Juris Doctor from Columbia Law School in 1999, where he was a Harlan Fiske Stone Scholar. He received a Bachelor of Arts from Cornell University in 1996. Mr. Gallardo is admitted to practice in the State of New York.
- Barnes & Noble Education: Represented the Special Committee of the Board of Directors of Barnes & Noble Education in its acquisition of MBS Textbook Exchange.
- Hewlett Packard Enterprise: Representation of Hewlett Packard Enterprise in connection with its spin-off and merger of its Enterprise Services Business with CSC by means of a Reverse Morris Trust transaction.
- Marriott International: Represented Marriott in its successful defense of proposed $12 billion acquisition of Starwood Hotels & Resorts Worldwide against interloper bid from consortium led by China’s Anbang Insurance Group.
- DepoMed, Inc.: Representation of DepoMed, Inc. in connection with its successful defense against a $3.3 billion unsolicited takeover offer from Horizon Pharma, including related proxy contest and litigation.
- Towers Watson: Representation of Towers Watson in connection with its $18 billion merger of equals with Willis Group and related response to shareholder activist. .
- Williams Companies: Representation of Williams Companies in connection with its response to a $49 billion unsolicited takeover offer from Energy Transfer LP.
- Hewlett-Packard Company: Represented Hewlett-Packard in its approximately $3.0 billion acquisition of Aruba Networks, Inc.
- The Related Companies and Corvex Management: Represented The Related Companies and Corvex Management in their investment in CommonWealth REIT, including their successful consent solicitation to remove and replace the entire Board of Trustees of CommonWealth, and related litigation.
- Transatlantic Holdings: Represented Transatlantic Holdings, a reinsurance company, in its $3.4 billion merger with Alleghany Corporation, and successful defense against a hostile exchange offer commenced by Validus Holdings.
- Zayo Group: Represented Zayo Group, in its $2.2 billion acquisition of AboveNet, Inc.
- Fushi Copperweld: Represented the Special Committee of the Board of Directors of Fushi Copperweld, a China-based US publicly traded company, in connection with its completed going-private transaction.
- Baldor Electric Company: Represented Baldor Electric Company in its $4.2 billion sale to ABB Ltd via a tender offer.
- The Williams Companies: Represented The Williams Companies in its $5.5 billion unsolicited offer to acquire Southern Union Company. The Williams Companies, Inc.: Represented The Williams Companies, Inc. in its $5.9 billion acquisition of the 50% general partner interest in Access Midstream Partners from Global Infrastructure Partners.
- UBS Investment Bank: Represented UBS Investment Bank as financial advisor to International Paper in its $4.3 billion unsolicited tender offer for Temple-Inland, a manufacturer of corrugated packaging.
- Red Hat: Represented Red Hat in connection with various transactions.
- CommScope, Inc.: Represented CommScope in its sale to The Carlyle Group for $3.9 billion.
- Heineken: Represented Heineken in its $7.6 billion acquisition of the beer operations of FEMSA.
- Emulex Corporation: Represented Emulex Corporation in its successful defense against an attempted hostile takeover by Broadcom Corporation.
- iBasis, Inc: Represented the Special Committee of the Board of Directors of iBasis, Inc., in connection with an unsolicited tender offer from Koninklijke KPN.N.V., including related takeover defense and litigation.
- Catterton Partners: Represented Catterton Partners in its acquisition of Restoration Hardware.
- Infocrossing, Inc.: Represented Infocrossing in its $609 million sale to Wipro Limited via a tender offer.
- SES Global: Represented SES Global in its $760 million acquisition of New Skies Satellites Holdings Ltd.
- Infocrossing, Inc.: Represented Infocrossing, in connection with its acquisition of (i)Structure LLC, an IT outsourcing company, from a subsidiary of Level 3 Communications, Inc.
- SES Global: Represented SES Global in its tax-free disposition to GE of various satellite businesses for $1.3 billion.
- Nabi Biopharmaceuticals: Represented Nabi Biopharmaceuticals in connection with a consent solicitation initiated by Third Point.
- Dubai Financial: Represented Dubai Financial in its attempt to acquire a U.S.-based financial services company out of bankruptcy.
- TBC Corporation: Represented TBC Corporation in its acquisition by Sumitomo Corporation of America for a total transaction value of approximately $1.1 billion.
- SunTrust Banks, Inc.: Represented SunTrust Banks in its approximate $7 billion acquisition of National Commerce Financial Corporation.
- North Fork Bancorporation, Inc.: Represented North Fork Bancorporation, Inc. in its $6.3 billion acquisition of GreenPoint Financial Corporation.
- SunTrust Banks, Inc.: Represented SunTrust Banks in its $14.7 billion unsolicited bid for Wachovia Corporation.