• Lawyers
  • Practices
  • COVID-19 Resources
  • Insights
    • Firm News
    • Press Releases
    • Publications
    • Webcasts
    • Podcasts
    • Subscribe
    • Media Contacts
  • Careers
    • Career Opportunities
    • Attorney Development
    • Contact Us
  • About
    • Our Story
    • Awards & Accolades
    • Offices
    • Diversity
    • Pro Bono
    • Alumni
    • Contact Us
  • Biography
  • Education
  • Recent Publications
Profile Picture

Eduardo Gallardo

Eduardo
Gallardo

Partner

CONTACT INFO

egallardo@gibsondunn.com

TEL:+1 212.351.3847

FAX:+1 212.351.5245

New York

200 Park Avenue, New York, NY 10166-0193 USA

  • Print
  • |
  • Share
  • |
  • vCard

PRACTICE

Mergers and Acquisitions Capital Markets Environmental, Social and Governance (ESG) Financial Institutions Life Sciences Media, Entertainment and Technology Private Equity Real Estate Investment Trust (REIT) Securities Regulation and Corporate Governance Shareholder Activism

BIOGRAPHY

Eduardo Gallardo is a partner in the New York office of Gibson, Dunn & Crutcher. He focuses his practice on mergers and acquisitions, shareholder activism defense and corporate governance matters.

Mr. Gallardo has extensive experience representing public and private buyers and sellers 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 tier-ranked by Chambers USA 2019 in Corporate/M&A: Takeover Defense. Mr. Gallardo has been named a “Dealmaker of the Year” 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.” He is also recognized as a leading M&A attorney by The International Financial Law Review.

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 member of the Advisory Board of Columbia Law School’s Blog on Corporations and the Capital Markets, a member of the Society of Corporate Secretaries and Governance Professionals, and was elected as a Fellow of the American College of Governance Counsel. In 2018 Mr. Gallardo was honored with a Distinguished Alumnus Award by the Columbia Law School Latin American Law Student Association “in recognition of his outstanding legal achievements and invaluable service to the Latino community.”

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.

Representative transactions

  • Amherst Residential: Represented Amherst Residential in its proposed $2.3 billion acquisition of Front Yard Residential Corporation, a publicly-traded REIT.
  • PAR Technology Corporation: Represented PAR Technology in its acquisition of Restaurant Magic, a leading provider of back-office restaurant management software.
  • Barnes & Noble Education: Represented Barnes & Noble Education in its successful defense against an unsolicited takeover bid launched by Bay Capital Finance.
  • GulfMark Offshore: Represented GulfMark Offshore in its $1.2 billion business combination with Tidewater.
  • Hewlett Packard Enterprise: Represented 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.
  • MiraMed Global Services: Represented MiraMed in its acquisition of Medac, Inc., a leading provider of anesthesia revenue cycle management.
  • California Water Service Group: Represented California Water in its $2 billion unsolicited interloper bid for SJW Group.
  • Marriott International: Represented Marriott in its $12 billion acquisition of Starwood Hotels & Resorts Worldwide.
  • DepoMed, Inc.: Represented 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.
  • MGM Growth Properties: Represented MGM Growth Properties in its $5.5 billion bid for Vici Properties.
  • Towers Watson: Represented of Towers Watson in connection with its $18 billion merger of equals with Willis Group.
  • Hewlett-Packard Company: Represented Hewlett-Packard in its approximately $3.0 billion acquisition of Aruba Networks, Inc.
  • The Related Companies: Represented The Related Companies in its investment in CommonWealth REIT, including 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, 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.
  • 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.
  • 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.
  • SES Global:  Represented SES Global in its tax-free disposition to GE of various satellite businesses for $1.3 billion.
  • SunTrust Banks, Inc.:  Represented SunTrust Banks in its $14.7 billion unsolicited bid for Wachovia Corporation.

EDUCATION

Columbia University - 1999 Juris Doctor

Cornell University - 1996 Bachelor of Arts

ADMISSIONS

New York Bar

RECENT PUBLICATIONS

Client Alert - February 22, 2021 | M&A Report – 2020 Year-End Activism Update
Firm News - October 29, 2020 | Eduardo Gallardo Elected Fellow by American College of Governance Counsel
Client Alert - October 9, 2020 | M&A Report – 2020 Mid-Year Activism Update
Client Alert - October 5, 2020 | Stock-for-Stock Mergers During the Coronavirus (COVID-19) Crisis – A Potential Strategic Solution
Client Alert - May 11, 2020 | M&A Report – 2019 Year-End Activism Update
Client Alert - April 6, 2020 | Fiduciary Duties and Board Options in a Time of Pandemic
Client Alert - March 31, 2020 | COVID-19 And Life Sciences Companies – 10 Actions To Consider
Client Alert - March 27, 2020 | Reconsidering Poison Pills
Publications - October 29, 2019 | On an Expansive Definition of Shareholder Value in the Boardroom
Client Alert - October 7, 2019 | M&A Report – 2019 Mid-Year Activism Update
Client Alert - August 23, 2019 | SEC Issues New Guidance for Proxy Advisors and Investment Advisers Engaged in the Proxy Voting Process
Client Alert - August 16, 2019 | Delaware Court of Chancery Issues Important Ruling on Validity of Advance Notice Bylaws
Client Alert - March 25, 2019 | M&A Report – 2018 Year-End Activism Update
Client Alert - October 15, 2018 | M&A Report – Flood v. Synutra Refines “Ab Initio” Requirement for Business Judgment Review of Controller Transactions
Client Alert - October 3, 2018 | M&A Report – 2018 Mid-Year Activism Update
Client Alert - April 5, 2018 | M&A Report – AOL and Aruba Networks Continue Trend of Delaware Courts Deferring to Deal Price in Appraisal Actions
Webcasts - March 2, 2018 | Webcast: Shareholder Engagement & Activism – Preparing for the 2018 Proxy Season
Article - February 26, 2018 | Dell, DFC Global and the Changing Landscape of Appraisal Actions
Client Alert - January 29, 2018 | M&A Report – 2017 Year-End Activism Update
Client Alert - December 18, 2017 | M&A Report – Delaware Supreme Court Reaffirms the Importance of Deal Price As an Indicator of Fair Value in Appraisal Actions
Client Alert - August 15, 2017 | M&A Report: 2017 Mid-Year Activism Update
Client Alert - June 13, 2017 | M&A Report – PetSmart and SWS Group Are Welcome News for Buyers Facing Appraisal Actions in Delaware
Client Alert - April 12, 2017 | M&A Report – Delaware Chancery Court Finds Stockholder Vote To Be Coerced and Not Fully Informed in In re Saba Software, Inc. Stockholder Litigation
Client Alert - March 29, 2017 | M&A Report – Transactions with Non-Conflicted Controlling Stockholders and Obtaining the “Fully Informed, Uncoerced Vote” of Disinterested Stockholders
Client Alert - February 17, 2017 | M&A Report – New York and Delaware Part Ways on M&A “Disclosure-Only” Settlements
Client Alert - January 9, 2017 | M&A Report – 2016 Year-End Activism Update
Client Alert - August 16, 2016 | M&A Report – 2016 Mid-Year Activism Update
Client Alert - June 3, 2016 | Delaware Court of Chancery Awards 28% Price Increase to Stockholders Who Dissented from 2013 Management-Led Buyout of Dell Inc.
Client Alert - May 31, 2016 | M&A Report – Reverse Morris Trusts Revisited
Client Alert - February 2, 2016 | M&A Report: 2015 Year-End Activism Update
Client Alert - January 26, 2016 | M&A Report: The End of M&A “Disclosure-Only” Settlements with Broad Releases In Delaware
Client Alert - November 20, 2015 | M&A Report – Depomed Decision Highlights Importance of Careful Monitoring of M&A Non-Disclosure & Use Obligations
Article - October 21, 2015 | Chancery Denies Advancement for Ex-CEO of American Apparel
Client Alert - August 10, 2015 | M&A Report – 2015 Mid-Year Activism Update
Client Alert - July 16, 2015 | Delaware Supreme Court Issues Ruling Interpreting Advance Notice Bylaws in Favor of Stockholder Seeking to Propose Business and Nominate Directors
Client Alert - June 26, 2015 | Delaware Enacts Legislation Endorsing Exclusive Forum Clauses and Prohibiting Fee-Shifting Provisions
Client Alert - May 19, 2015 | M&A Report – Delaware Supreme Court Issues Ruling Clarifying Important Protections Afforded to Independent Directors
Client Alert - April 23, 2015 | M&A Report – New Delaware Court of Chancery Decision Examines MLP Conflicts Committee Requirement to Act in Subjective Good Faith
Client Alert - January 30, 2015 | M&A Report – 2014 Activism Update
Client Alert - December 22, 2014 | M&A Report – Delaware Supreme Court Issues Important Guidance on Revlon Duties
Webcasts - September 18, 2014 | Webcast – Shareholder Activism
Client Alert - August 20, 2014 | Board of Directors Duty of Oversight and Cybersecurity
Client Alert - August 11, 2014 | Implications of Recent Delaware Court of Chancery Decisions on MLP Related Party Transactions
Client Alert - March 17, 2014 | Delaware Supreme Court Affirms Roadmap for Business Judgment Review in Going-Private Merger Transactions
Article - February 10, 2014 | A Look At Shareholder Activism In The Retail Sector
Client Alert - February 3, 2014 | M&A Report – Winter 2014
Client Alert - June 28, 2013 | Delaware Court of Chancery Upholds Validity of Forum Selection Bylaws
Client Alert - May 31, 2013 | Delaware Court of Chancery Provides Controlling Stockholders a Roadmap For Business Judgment Review of Going-Private Merger Transactions
Client Alert - February 20, 2013 | In re Novell: Directors’ Bad Faith in a Sale Process
Client Alert - February 19, 2013 | M&A Report – Winter 2013
Client Alert - December 3, 2012 | Delaware Court of Chancery Rules “Don’t Ask, Don’t Waive” Standstill Provision Unenforceable
Client Alert - October 2, 2012 | Delaware Court of Chancery Dismisses Hastily Filed Caremark Action for Lack of Adequate Investigation but Explicitly Preserves Potential Claims by Other Shareholders and Counsel
Client Alert - September 1, 2012 | An Expert’s View
Client Alert - May 14, 2012 | First Steps upon Receiving an Unsolicited Takeover Proposal
Client Alert - May 7, 2012 | Delaware Court of Chancery Issues Important Guidance for the Drafting and Negotiation of M&A Confidentiality Agreements
Client Alert - March 5, 2012 | El Paso Corp.: Delaware Court of Chancery Criticizes M&A Process but Refuses to Issue Preliminary Injunction to Delay Sale in the Absence of Rival Takeover Bid
Article - March 1, 2012 | Delaying Judgment Day: How to Defer Stockholder Votes in Contested M&A Transactions
Article - February 29, 2012 | Delaware Court of Chancery Enters Rare TRO Enjoining Annual Stockholder Meeting in Order to Protect Stockholder Voting Rights
Client Alert - January 25, 2012 | Issuer Stock Repurchases during a Hostile Tender Offer
Client Alert - October 17, 2011 | Delaware Court of Chancery Issues Important Guidance for Special Committees Negotiating M&A Transactions with Controlling Stockholders
Client Alert - October 12, 2010 | Delaware Court of Chancery Issues Important Opinion for Corporations with Staggered Boards
Client Alert - October 6, 2010 | Delaware Court of Chancery Issues Important Poison Pill Opinion
Client Alert - September 7, 2010 | Minority Freeze-Out Transactions Revisited
Client Alert - August 17, 2010 | Delaware Court of Chancery Issues Important Poison Pill Opinion
Client Alert - June 4, 2010 | Delaware Chancery Court Addresses Standard for Evaluating Controlling Stockholder Tender Offers
Client Alert - March 3, 2010 | Delaware Court of Chancery Validates Use of a Net Operating Loss Poison Pill
Client Alert - January 28, 2010 | Poison Pills Revisited
Client Alert - June 8, 2009 | Delaware Court of Chancery Rules on “Poison Puts”
Client Alert - April 2, 2009 | SEC Grants No-Action Relief to Activist Shareholders Seeking to “Round Out” Short Slates With Each Other’s Nominees
Client Alert - March 30, 2009 | Takeover Preparedness and the New Hostile M&A Environment
Client Alert - February 27, 2009 | Delaware Court of Chancery Dismisses Breach of Fiduciary Duties Claims in Subprime Case
  • Sitemap
  • Client Extranet
  • Legal Notices
  • Privacy Policy
  • Cookie Notice
  • Contact Us
©Gibson, Dunn & Crutcher LLP 2021. All rights reserved.
Top
This website uses cookies to provide analytics on user traffic. By continuing to browse our website, you consent to our use of cookies as set forth in our Cookie Policy. However you may visit Cookie Settings to customize your consent.
Cookie SettingsACCEPT
Privacy & Cookies Policy

Privacy Overview

This website uses cookies to improve your experience while you navigate through the website. Out of these cookies, the cookies that are categorized as necessary are stored on your browser as they are essential for the working of basic functionalities of the website. We also use third-party cookies that help us analyze and understand how you use this website. These cookies will be stored in your browser only with your consent. You also have the option to opt-out of these cookies. But opting out of some of these cookies may have an effect on your browsing experience.
Necessary
Always Enabled

Necessary cookies are absolutely essential for the website to function properly. This category only includes cookies that ensures basic functionalities and security features of the website. These cookies do not store any personal information.

Analytics

Cookies that tie into analytics systems, such as Google Analytics, YouTube and Vimeo analytics for embedded video, etc. The following are the cookies installed by the service: _ga, _gid, collect, vuid

Performance

These cookies collect information about how visitors use a website, for instance which pages visitors go to most often, and if they get error messages from web pages. These cookies don’t collect information that identifies a visitor. All information these cookies collect is aggregated and therefore anonymous. It is only used to improve how a website works. The following cookie is installed by the Google Analytics service: _gat

Save & Accept