Gary I. Levenstein

Gary chairs the Corporate, Securities and Finance Group and is a member of the Executive Committee. He concentrates his practice in the areas of mergers and acquisitions, corporate finance, securities regulation and corporate governance. An experienced transactional attorney, his clients include privately and publicly held corporations, private equity funds, financial institutions, family offices, emerging growth companies and boards of directors, directors and officers of publicly held corporations. He is a frequent speaker on such topics as mergers and acquisitions, corporate finance, access to the capital markets and corporate governance. Gary’s experience includes:

Representing purchasers and sellers including private equity funds in numerous mergers, stock and asset acquisitions, divestitures and business-combination transactions;
Representing issuers and underwriters in private and public offerings ranging from conventional equity and debt securities to partnership interests and limited liability company interests;
Introducing companies to the investment banking and intermediary community in order to access capital markets;
Introducing opportunities for merger, acquisition and disposition to interested parties;
Assisting management groups in buy-out situations;
Establishing domestic and international joint ventures;
Representing borrowers, lenders and loan participants in finance transactions;
Counseling emerging growth companies in all stages, including formation, structure and finance;
Participating in pro-active resolution of partnership and shareholder disputes; and
Representing boards of directors, directors and officers of publicly held companies regarding governance matters.

Gary’s recent transactions include:

Representing an international resort and casino development company in their acquisition of a resort and casino in Aruba, issuance of notes in a private placement for the financing of purchase, as well as tax structuring of purchaser's international holding company structure;
Representing a mezzanine lender and private equity firm in the acquisition of substantially all of the assets of a designer, developer and distributor of cable, wire and related products company;
Representing the seller of a leading food crafting and specialty home products company; and
Representing private investors in acquisition of assets of a juice producing and bottling company and related real estate in Minnesota and Wisconsin.

- View All - News
"Strong Client Feedback" Earns Ungaretti & Harris’ Corporate Practice Chambers USA Ranking
Chambers USA 2008 Ranks Ungaretti & Harris Among Top Healthcare, Corporate Firms
- View All - Publications
Minority Stockholders Beware: There are limits on the duties owed by selling controlling stockholders to the remaining stockholders ACG Journal As a controlling stockholder of a corporation, it is important to remember that Delaware law imposes a duty upon a selling controlling stockholder (i) to make such inquiry of a proposed buyer’s plans for the target company as a reasonably prudent person would make, and (ii) to generally exercise care.
Can You Rely On That Information? Detailed Representations and ‘Non-Reliance' Provisions in Acquisition Agreements co-written by Andrew Levy ACG Chicago 2005 Spring Journal They are designed to specify the information upon which the parties are relying in deciding to proceed with the transaction. Typically also buried in the boilerplate at the end of such agreements is a “non-reliance” provision, which provides that the buyer (or seller) disclaims any reliance on any information other than that specified in the representations and warranties of the acquisition agreement. For example: “As between or among the parties, any oral or written representation, agreement or statement not expressly incorporated herein, whether given prior to or on the effective date, shall be of no force and effect unless and until made in writing and signed by the parties on or after the effective date.” The exclusion or inclusion of such language and the jurisdiction of the court applying it can have a substantive impact on the success (or failure) of your claims in the event of a dispute arising from the acquisition.

Distinctions

Illinois Super Lawyers - Mergers & Acquisitions; 2005-2008
Illinois Leading Lawyers 2006 – Closely & Privately Held Business Law, Mergers & Acquisitions Law, Corporate Finance Law, Securities & Venture Finance Law
Finalist for M & A Advisor Financial Partner of the Year; 2006
Recipient of Association for Corporate Growth Meritorious Service Award; 2003

Presentations

Co-Chair, Maximizing Your Potential as a Business Buyer, sponsored by University of Chicago Graduate School of Business, June 2004
Co-Chair and Moderator of Healthcare M&A & Corporate Development Conferences, April 2004 and May 2005; Presenter, “How do You Present Your Company for Sale?”
Presenter, “Corporate Governance: The New Age—The Expanded Role of Outside Corporate Counsel and Standards of Professional Conduct for Attorneys,” Turnaround Management Association 2003 Spring Conference
Presenter, “Nothing Ventured, Nothing Gained: Negotiating and Drafting Joint Venture Agreements,” 3rd (2003), 4th (2004), 5th (2005) and 6th (2006) Annual Conferences entitled Negotiating and Drafting Major Business Agreements: Bulletproofing Your Documents
Co-Chair of 2005 Conference

Accreditations

Certified Public Accountant

Memberships

Association for Corporate Growth
- Secretary and Director (2004 and 2005)
- Planning Committee for Intergrowth Conference (2004)
- Branding Committee (2004)

Association for Corporate Growth, Chicago Chapter
- Chair of Lifetime Achievement Award Dinners (2002 – 2006)
- President’s Advisory Council
- Chapter President (2001-2002)

Civic

Director, American Cancer Society, Illinois (Finance and Budget Committee, Income Development Committee and Distinguished Gift Committee)
Advisory Committee of the Museum of Photography at the Columbia College of Chicago
Member of President’s Club of Columbia College Chicago
Director, Friends of Israel Defense Forces
Collectors Forum at the Museum of Contemporary Art of Chicago (Executive Committee)
Committee Member, Crohn’s & Colitis Foundation of America Campaign for Kidz
City of Highland Park Business and Economic Development Commission (1996-2001), former Vice Chairman
Member of the Renaissance Society