Education
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Northwestern University School of Law, J.D., 1976
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University of Illinois, B.A., High Honors, 1973
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Chairman, Corporate and Securities
Partner
Direct: 312.977.4108
Mobile: 312.953.8238
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Gary I. Levenstein
Gary chairs the corporate and securities group and concentrates his practice in the areas of mergers and acquisitions, private equity, 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. 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:
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Representing purchasers and sellers including privately-held and publicly-held companies and private equity funds in numerous mergers, stock and asset acquisitions, divestitures and business-combination transactions.
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Guiding family-owned businesses in various matters including analyzing strategic alternatives, preparing companies for sale and counseling shareholders and management teams.
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Introducing opportunities for merger, acquisition and disposition to interested parties.
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Introducing companies to the investment banking and intermediary community in order to access capital markets.
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Counseling and advising clients in fund formation.
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Representing issuers and underwriters in private and public offerings ranging from conventional equity and debt securities to partnership interests and limited liability company interests.
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Assisting management groups in buy-out situations.
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Counseling family offices on various matters including formation issues and alternative investments.
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Representing borrowers, lenders and loan participants in finance transactions.
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Establishing domestic and international joint ventures.
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Representing boards of directors, directors and officers of publicly held and widely-held private companies regarding governance matters.
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Participating in pro-active resolution of partnership and shareholder disputes.
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Counseling emerging growth companies in all stages including formation, structure and finance.
Gary’s recent transactions include:
- Represented selling shareholders in the sale of all of the stock of a privately held pharmaceutical insert printing company to a domestic affiliate of a public multinational corporate conglomerate.
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Represented client in merger with a Dallas-based third party logistics provider.
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Represented family-owned consumer products company specializing in health and beauty accessories in the sale of its stock to a large private equity fund.
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Represented private equity firm in connection with its acquisition of a portfolio company in the industrial and personal service paper industry.
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Structured, negotiated and documented acquisition of a revenue cycle management and technology company.
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Represented client buyout of existing angel investors and growth capital investment in a foreign language school for pre-school and elementary school aged children.
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Handling the sale of a privately-held company in food crafting and specialty home products to a platform of a private equity fund which sells scrapbooking and paper-based craft products.
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Representing an asset management and private equity advisory firm in the formation of a fund of mezzanine funds.
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Representing an interactive marketing client in the acquisition of all of the stock of a marketing company.
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Representing a software implementation and customization client in its partial recapitalization through the agreement to convert the company’s preferred stock to common stock, and a forbearance from exercising rights and remedies under the secured debt documents.
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Representing an international logistics company in its recapitalization involving analyzing numerous strategic alternatives, a private placement of securities, restructuring the liabilities, settlement of outstanding escrows and related claims and bank financing.
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News
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Publications
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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.
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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.
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Distinctions
- Chambers USA: America's Leading Lawyers for Business (2009-2011)
- Illinois Super Lawyers - Mergers & Acquisitions; 2005-2011
- 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
- Member, Law360 Editorial Advisory Board
- Subject of Q&A, Corporate Finance Law360 and Securities Law360
Presentations
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Moderator, "Untapped Funding Sources-Family Office Investments in Private Equity Funds," National Association of Investment Companies (NAIC) Annual Meeting and Convention, October 2011
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Moderator, "Financing the Deal: Examining the Availability of Deal-Flow Capital & Creative New Options in the Capital Markets," International Institute for Business Information & Growth Conference on Investment and M&A Opportunities in Healthcare, June 2010
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Moderator, “Seeing Beyond the Dark Clouds,” Association for Corporate Growth Luncheon Panel, April 2009
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Co-Chair, Maximizing Your Potential as a Business Buyer, sponsored by University of Chicago Graduate School of Business, June 2004
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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?”
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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
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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
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Co-Chair of 2005 Conference
Accreditations
Memberships
Civic
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Director, American Cancer Society, Illinois (Finance and Budget Committee, Income Development Committee and Distinguished Gift Committee)
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Advisory Committee of the Museum of Photography at the Columbia College of Chicago
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Member of President’s Club of Columbia College Chicago
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Director, Friends of Israel Defense Forces
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Collectors Forum at the Museum of Contemporary Art of Chicago (Executive Committee)
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Committee Member, Crohn’s & Colitis Foundation of America Campaign for Kidz
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City of Highland Park Business and Economic Development Commission (1996-2001), former Vice Chairman
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Member of the Renaissance Society
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