CHRISTOPHER P. DAVIS

PARTNER

Chris Davis chairs Kleinberg Kaplan’s Mergers & Acquisitions and Investor Activism Groups. Recognized as a leader in the activism space, Chris advises domestic and international clients on shareholder activism, proxy contests and tender offers. He has represented clients on more than $25 billion worth of transactions over the course of his career.

Practices

About

Chris has been advising on activism-related matters since the 1990s, when he served as legal counsel on Elliott Management’s first forays into the space. His history of representing both boards and investors gives him a balanced viewpoint on the challenges and opportunities facing both groups, and a sensitivity for the generational forces changing activism.

Chris also counsels clients on mergers, stock and asset purchases, restructurings, workouts and bankruptcy sales, stock-for-stock mergers, auction sales, joint ventures, divestitures and financings.

Chris has represented investment funds, start-up and mature companies, merchant banks and financial institutions and individuals in general corporate work and in numerous investments, private placements, loans, employment negotiations, Hart-Scott-Rodino filings and business combinations.

Chris has been featured in such media outlets as: CNBC; Fox Business; Bloomberg TV; The Wall Street Journal; The New York Times; Bloomberg BusinessWeek; Corporate Board Member; Institutional Investor’s Alpha; The Deal/The Street.com; and many others. Chris is also a frequent speaker and has spoken or been  a panelist at the 13D Monitor Active-Passive Investor Summit, the Harvard Roundtable on Corporate Governance and Skytop Strategies’ annual Shareholder Activism conference, among others.

Experience

  • Viex Capital in its settlement to change control of the Board of Directors at Quantum Corporation.
  • Periam Limited and others in its nomination of directors at EnerNOC, Inc.
  • Representing the founders of Logic Technology, the leading independent e-cigarette company, in the sale of the company to Japan Tobacco.
  • Paulson & Co., Inc. in its acquisition of a substantial majority of the ordinary shares of BrightSphere held by HNA Capital (U.S. Holding LLC). In connection with the transaction, John Paulson, President of Paulson & Co., joined the BrightSphere Board of Directors.
  • Paulson & Co., Inc. in its acquisition of P.F. Chang’s from Centerbridge Partners. Paulson & Co. partnered with TriArtisan Capital Partners to acquire the 300 units of the national restaurant chain.
  • Mangrove Partners in its settlement with SunCoke Energy, Inc.
  • Assisting Elliott Associates L.P. in its investment in Alcoa Inc.
  • Engine Capital, L.P. in its settlement with CST Brands, Inc.
  • Mangrove Partners in gaining a Board seat at Fifth Street Asset Management Inc.
  • The D3 Family of Funds in gaining a Board seat at Rosetta Stone, Inc.
  • Mangrove Partners in connection with its activist investment in Home Loan Servicing Solutions, Ltd.
  • Luxor Capital Group in connection with its negotiation of a settlement for board representation at BJ’s Restaurants, Inc.
  • BBR Partners, LLC in connection with the sale of a minority equity interest to Lincoln Peak Capital

Education

Syracuse University (J.D., cum laude, 1989)

Syracuse University Journal of International Law and Commerce, Syracuse University Scholar Lead Articles Editor and Symposium Editor
Georgetown University (A.B., cum laude, 1986)

Bar Admissions

1991, New York

Insights

Material Corporate Provisions of the CARES Act

March 30, 2020

In response to the recent outbreak of a novel coronavirus, COVID-19, President Trump signed the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) into law on Friday, March 27, 2020. The CARES Act provides (I) unemployment assistance, (II) limits on paid leave requirements that were established in the Families First Coronavirus Response Act…

Helping Clients Navigate COVID-19 (Updating)

March 23, 2020,

Kleinberg Kaplan is working closely with our clients to provide counsel and guidance during these unprecedented times. A selection of our recent thought leadership pieces related to the implications of COVID-19 includes: Estate Planning Considerations and COVID-19 (March 25, 2020): In light of the continuing impact of COVID-19, Kleinberg Kaplan’s Trusts & Estates attorneys offer…

COVID-19: Considerations for Lenders and Credit Managers

March 20, 2020

During these stressful, uncertain and rapidly changing times, Kleinberg Kaplan’s thoughts go out to our clients and the welfare of their families and businesses. As we adjust to the continuously changing circumstances, we reach out to our many fund clients with a reminder that lenders and credit managers will need to be proactive in making sure…

Navigating the Temporary Rules for Hart-Scott-Rodino Notifications

March 19, 2020

As part of the federal government’s response to the COVID-19 coronavirus pandemic, effective as of March 17, 2020, and until further notice, the Federal Trade Commission (“FTC”) and the Department of Justice (“DOJ”) have enacted temporary rules governing the submission and processing of Notifications under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”).…

COVID-19: Positioning Your Business to Survive this Season

March 19, 2020

The global outbreak of COVID-19 has reached the United States with significant impact. Right now, we are all doing what we need to do in order to keep our families and communities safe. But as we settle in to what experts say could be weeks, if not months, of slowdown, we also recognize that the business…

Kleinberg Kaplan Ranks Third Among Global Legal Advisors for Activist Campaigns in 2019 According to Bloomberg

January 22, 2020

Leading private investment funds law firm Kleinberg Kaplan was featured as a top legal advisor for activist campaigns in Bloomberg’s first-ever activism league table. The firm ranked third for legal counsel advising activist investors according to The Bloomberg Activism Advisory League Tables. Kleinberg Kaplan’s Investor Activism practice is effectively positioned as one of the few…

HSR Act Bringing Offshore Funds Home

November 18, 2019,

Earlier this month, the Federal Trade Commission (“FTC”), with the concurrence of the Antitrust Division of the U.S. Department of Justice, published in the Federal Register proposed changes to the Hart-Scott-Rodino Act (“HSR Act”) regulations regarding foreign entities. The proposed changes are intended to simplify the determination of whether an entity is a foreign person…

Kleinberg Kaplan Third Most Active Legal Advisor for Activist Campaigns in First Half of 2019 According to Latest Refinitiv Data

September 18, 2019

Leading hedge fund law firm Kleinberg Kaplan ranks among the most active legal advisors for activist campaigns, according to data intelligence provider Refinitiv. For the first six months of 2019, Kleinberg Kaplan ranked third for legal counsel advising activist investors, according to its Global Shareholder Activism Scorecard released this past week. “It is gratifying to…

Sears Trading Order

October 26, 2018

On October 16, 2018, the Bankruptcy Court overseeing the Sears bankruptcy cases entered an interim order relating to ownership and transfers of interests in the Sears debtors. Among other things, the interim order requires the filing of a notice by any entity (as defined in Treasury Regulations Section 1.382-3(a)) that is or will become a…

SEC Withdraws Two No-Action Letters Concerning Proxy Advisory Firms

October 24, 2018,

The Securities and Exchange Commission’s (the “SEC“) Division of Investment Management has announced the withdrawal of two no-action letters[1] that provided guidance to registered investment advisers regarding their use of proxy advisory firms consistent with Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended (the “Proxy Rule“). [2] Under the Proxy Rule, registered…

Release Me!: New York Bankruptcy Court Enforces Third Party Releases by UK Debtor

May 15, 2018,

The United States Bankruptcy Court for the Southern District of New York recently entered an order enforcing a UK scheme of arrangement[1] that contained provisions – non-consensual third-party releases – that might not necessarily have been permissible under U.S. bankruptcy law. In re Avanti Commc’ns Group plc, No. 18-10458 (MG), (Bankr. S.D.N.Y. Apr. 9, 2018)…

SEC Proposes Amendments to Permit Universal Proxy Ballots in Contested Director Elections

October 28, 2016,

Amendments Would Provide Investors the Ability to Choose More Easily Between Candidates Offered by Activists and Candidates Offered by a Company On October 26, 2016, the Securities and Exchange Commission (“SEC”) proposed amendments to the proxy rules to facilitate voting in director elections by, among other things, requiring parties in a contested election to use…

Massive increase in HSR monetary penalties underlines the tremendous importance of proper compliance

July 7, 2016,

On Wednesday, June 29, 2016, the U.S. Federal Trade Commission (the “FTC”) announced that it approved final amendments to Commission Rule 1.98 to increase the maximum civil penalty dollar amounts for various legal violations as required by the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015. Among such violations, as of August 1,…

DOJ Sends Message to Activist Hedge Funds on HSR Passive Investor Exemption

April 5, 2016,

On Monday, April 4, 2016 the U.S. Department of Justice (the “DOJ”) announced a civil antitrust lawsuit against certain ValueAct Capital (“ValueAct”) entities for allegedly violating the reporting and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). The DOJ’s Antitrust Division’s lawsuit seeks civil penalties and an injunction against…

Third Point HSR Settlement

August 26, 2015,

We have previously written to our clients about the importance of complying with the requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) when building positions that may become activist in the future. [“Antitrust Filing Mistakes Can Cost Activists“]. On August 24, 2015 the United States Federal Trade Commission (the…

FTC Announces New Thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976

February 4, 2015

The Federal Trade Commission (the “FTC”) is required to annually revise the jurisdictional thresholds for notifications of certain mergers and acquisitions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), based on the change in gross national product for the preceding fiscal year.  For 2015, the initial notification threshold will be…

SEC’s Division of Corporation Finance Will Express “No Views” on Conflicting Shareholder Proposals for the Remainder of the Current Proxy Season

January 26, 2015

On January 16, 2015, the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) announced that, in light of a directive from SEC Chair Mary Jo White, it will express “no views” on the application of Rule 14a-8(i)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) during the current…

SEC Charges Nearly Three Dozen Insiders for Delinquent Schedule 13D/13G and Form 4 Filings

October 21, 2014

On September 10, 2014, the Securities and Exchange Commission (“SEC”) announced charges against 28 officers, directors or major shareholders for delinquent Schedule 13D/13G and/or Form 41 filings in violation of federal securities laws requiring them to promptly report information about their holdings and transactions in company stock. The SEC also charged six publicly-traded companies for…

Managers and Managing Members of Delaware LLCs May Face Default Fiduciary Duty Risks

September 2, 2013

Delaware amended Section 18-1104 of its Limited Liability Company Act (the “LLCA”) such that the managers and managing members of a limited liability company automatically owe fiduciary duties to the limited liability company and its members, unless the operating agreement expressly states otherwise. This change creates an impetus for managers and controlling members to check…

Antitrust Filing Mistakes Can Cost Activists

September 30, 2012

Mistakes in activist campaigns can be embarrassing and distracting. Current events make clear that they can also be expensive. Publicly traded Biglari Holdings Inc. (NYSE: BH) has agreed to pay an $850,000 fine for missing a mandated Hart-Scott-Rodino Act (HSR) premerger notification filing in 2011 as it built its position in Cracker Barrel Old Country…

Getting Indemnification Right

July 31, 2012

Indemnification provisions are everywhere. From the most complex acquisition agreement to the simplest confidentiality contract, indemnities are included in a dizzying array of legal agreements. Real dollars are involved, and the consequences of a mistake can be profound. Yet the recently announced decision in 546-552 West 146th Street LLC v. Arfa, No. 603041-06, 2012 NY…

Proxy Access Rule Vacated by D.C. Court of Appeals in Blow to Activist Investors

July 25, 2011

On July 22, 2011, in Business Roundtable c. Securities and Exchange Commission, the U.S. Court of Appeals for the District of Columbia vacated Rule 14a-11 promulgated under the Securities Exchange Act of 1934, the “proxy access rule” (the “Rule”), adopted by the Securities and Exchange Commission (“SEC”) in 2010. The Rule would have allowed shareholders…