Ganske, Lyle G.

Current Employment Position(s)

Partner

Lawyer Overview

Lyle Ganske advises significant companies, focusing primarily on mergers and acquisitions, takeovers, takeover preparedness, corporate governance, executive compensation, and general corporate counseling.

He has extensive experience with M&A involving a broad array of industries, including telecom, energy, manufacturing, retailing, and process industries. Representative transactions include: Nextel Communications' $46.5 billion merger-of-equals with Sprint, Albertsons' $17.4 billion acquisition by a consortium of investors, Federated Department Stores' $17 billion acquisition of May Department Stores, International Steel Group's $4.5 billion merger with Mittal Steel, and Procter & Gamble's $3.3 billion divestiture of Folgers.

Lyle also has been involved in numerous hostile takeover defenses, including Diebold, Incorporated, Firestone Tire & Rubber Co., U.S. Shoe, and GenCorp. He has represented public companies in proxy contests and most recently successfully represented A. Schulman, Inc., Cliffs Natural Resources Inc., and STERIS Corporation against proxy solicitations.

American Greetings, General Electric, Goodrich, Nationwide Financial Services, Procter & Gamble, R.J. Reynolds Tobacco, Scientific-Atlanta, and Sherwin-Williams are among other companies Lyle has advised on substantial matters.

Lyle is Partner-in-Charge of the Cleveland Office. He is a frequent speaker on M&A and corporate governance issues and has coauthored many articles, including "Breaking Up is Hard to Do: Avoiding the Solvency-Related Pitfalls in Spinoff Transactions" in The Business Lawyer. He is a member of the Ohio Business Roundtable and serves on the boards of the Greater Cleveland Partnership (Executive Committee and co-chair, Commission on Economic Inclusion), Rock and Roll Hall of Fame and Museum, and Business Volunteers Unlimited (chair).

Areas of Practice

• Mergers & Acquisitions
• Corporate Compliance Programs
• M&A
• Corporate Governance
• Joint Ventures & Strategic Alliances
• Consumer Products & Retail
• Financial Services
• Metals & Mining

Representative Cases

• A. Schulman defends against proxy solicitation by Barington Capital
• Acme-Cleveland Corp defends against $201 million unsolicited tender offer by Danaher Corp
• Albertson's acquired by consortium of investors for $17.4 billion , (2009)
• Alderwoods adopts shareholders' rights plan
• Alderwoods defends against lawsuit alleging sexual harassment and hostile work environment brought by former employee , (2009)
• Alderwoods Group acquired by Service Corporation International for $1.2 billion
• Allen Telecom acquired by Andrew Corp.
• Alliant Techsystems adopts shareholders' rights plan
• American Greetings acquires Gibson Greetings
• American Greetings acquires Papyrus trademark and wholesale business , (2009)
• Atlas Energy merges with Atlas America
• Brush Engineered Materials adopts shareholders' rights plan
• CIPSCO merges with Union Electric, creating Ameren Corporation
• Cleveland-Cliffs adopts shareholders' rights plan
• Cleveland-Cliffs defends proxy solicitation by David F. Bolger
• Cleveland-Cliffs defends proxy solicitation by Tiger Management
• Cliffs Natural Resources proposes to acquire Alpha Natural Resources for $10 billion , (2009)
• Cole National adopts shareholders' rights plan
• CTG Resources merges with Energy East Corporation in $554 million stock-for-stock merger
• CTS Corp adopts shareholders' rights plan
• DDR sells minority stake to Otto family for $112.5 million , (2009)
• Diebold acquires Sersi Italia
• Diebold acquires TFE Technology , (2009)
• Diebold adopts shareholders' rights plan
• Diebold establishes contract manufacturing agreement with Tata Infotech
• Diebold implements stock repurchase program
• Diebold sell campus card systems business
• Diebold successfully defends against $2.2 billion hostile bid by United Technologies Corp. , (2009)
• DTE Energy adopts shareholders' rights plan
• Elder-Beerman Stores adopt shareholders' rights plan
• EnPro Industries adopts shareholders' rights plan
• Federated Department Stores acquires Liberty House
• Federated Department Stores adopts shareholders' rights plan
• Federated Department Stores implement stock repurchase program
• Federated Department Stores' $17 billion acquisition of May Department Stores is largest U.S. retail deal to date , (2009)
• Federated sells Lord & Taylor division to NRDC Equity Partners , (2009)
• Firestone Tire & Rubber Co. defends against $1.86 billion cash tender offer
• Flowers Industries adopts shareholders' rights plan
• Galileo International adopts shareholders' rights plan
• GenCorp defends against a $1.2 billion unsolicited takeover bid by Steel Partners , (2009)
• GenCorp defends against proxy solicitation by Pirate Capital's Jolly Roger hedge fund
• GenCorp involved in spin-off to public of polymer products businesses, creating OMNOVA Solutions
• GenCorp Successful defense against $2.2 billion unsolicited cash tender offer
• Gliatech adopts shareholders' rights plan
• Goldman Sachs acts as financial advisor to FTD Group, Inc. in its acquisition by United Online, Inc.
• Goodrich Corp creates spin-off of Engineered Industrial Products Division
• Harman International Industries adopts shareholders' rights plan
• HNI Corp adopts shareholders' rights plan
• HQ Global Workplaces acquired by Regus Group
• International Coal acquires Anker Coal for $198 million
• International Coal Group acquires CoalQuest Development for $101 million
• International Steel Group merges with Ispat International
• J.M. Smucker Company adopts shareholders' rights plan
• Jefferies acts as financial advisor to Claymont Steel in acquisition by Evraz Group S.A. and Titan Acquisition Sub, Inc. , (2009)
• Jefferies acts as financial advisor to Hologic in its $6.2 billion acquisition of Cytyc Corporation , (2009)
• KeyBanc serves as financial advisor in Myers Industries acquisition
• KU Energy Corp merges with LG&E Corp.
• Lamson & Sessions adopts shareholders' rights plan
• Loewen completes funeral home transactions and successfully defends against hostile takeover attempt , (2009)
• LTV Corporation sells integrated steel assets to WL Ross & Co.
• M. A. Hanna Company adopts shareholders' rights plan
• M. A. Hanna Company completes merger of equals with Geon , (2009)
• McDonald & Co. Securities acquires Crossman Communities
• McDonald & Co. Securities acquires Masco Tech
• Mesa Airlines acquires America West in bankruptcy buyout , (2009)
• National City acquires Allegiant Bancorp , (2009)
• National City acquires First of America Bank Corp.
• National City acquires Provident Financial Group
• National City Corp sells First Franklin for $1.3 billion to Merrill Lynch & Co.
• National City issues stock to Corsair Capital
• National City merges with Fort Wayne National Corp.
• National City sells National Processing to Bank of America
• Nationwide Mutual Insurance Co. acquires Gartmore Global Investments
• Nationwide Mutual Insurance Co. acquires Nationwide Financial Services for $2.4 billion
• Nationwide Mutual Insurance Co. acquires THI Holdings
• Nevada Power merges with Sierra Pacific Resources
• Nextel merges with Sprint and resolves related disputes involving put shares and branding issues , (2009)
• OM Group acquires electronics business of Rockwood Holdings for $315 million , (2009)
• Penton Media adopts shareholders' rights plan
• PolyOne acquires GLS , (2009)
• PolyOne Corporation sells Engineered Films Business to a management investor group
• PolyOne sells Elastomers and Performance Additives business
• PolyOne sells interest in Oxy Vinyls to Occidental Chemical Corp , (2009)
• RMI Titanium Company adopts shareholders' right plan
• Rubbermaid adopts shareholders' rights plan
• Rubbermaid merges with Newell Companies
• Seneca Investments acquires AGENCY.com
• Sherwin-Williams adopts a shareholders' rights plan
• Sky Financial Group acquires Union Federal Bank for $330 million , (2009)
• Spectrum adds Russell Hobbs to its portfolio to create a $3 billion global consumer products company
• Timken acquires EXTEX , (2008)
• Timken company acquires The Purdy Corp. , (2009)
• Timken Company acquires Torrington Division of Ingersoll-Rand Company , (2009)
• Timken Company adopts shareholders' rights plan
• Timken Company forms joint venture with Japan's Sanyo Special Steel Co. Ltd. and Showa Seiko Co. Ltd
• Timken Company sells stake in NSK Torrington Co.
• Timken signs agreement to sell needle roller bearings business to JTEKT , (2009)
• Transtar Industries acquired and recapitalized by Linsalata Capital Partners
• Triarc Companies acquires Wendy's International for $2.3 billion
• TRW Inc. adopts shareholders' rights plan
• Ultramar Diamond Shamrock Corporation merges with Valero Energy
• United States Shoe Corp. defends against $1.4 billion solicited tender offer by Luxottica Group
• Universal Electronics and Maxim purchase Zilog universal remote control and secure transaction businesses , (2009)
• USG Corp rights offering for $1.8 billion
• Washington Group International adopts shareholders' rights plan
• Wasserstein Perella & Co. acts as financial advisor in the acquisition of BHC Communications
• WL Ross leads buyout of Horizon Natural Resources

West Practice Categories

Business Organizations, Business Successions, Closely Held Businesses, Corporate Governance, Directors' & Officers' Liability, Dissolution, Formation & Business Planning, Franchising, Joint Ventures, Limited Liability Companies, Mergers, Acquisitions & Divestitures, Non-profit & Tax-exempt Organizations, Partnerships, Reorganizations, Shareholders' Rights, Trade Associations

Bar Admissions

• Ohio

Education

• Bowling Green State University
• Ohio State University

Published Works

• Investor Group Intentionally Triggers "Poison Pill", 2009
• Nominating and Governance Committee Action Items for Autumn 2008: No Time To Waste, 2008
• The CSX Decision Regarding Beneficial Ownership and Group Formation, 2008
• It's Time to Rethink the Lawyer's Role in Dealmaking, 2007
• Ohio Opens the Door for Majority Voting in Director Elections, 2007
• Two Delaware Chancery Court Cases on Backdating and Spring-Loading Stock Options Increase the Stakes for Directors, 2007
• Majority Voting for Directors, 2006
• Shareholder Activists Attack Parachute Payments in M&A Transactions, 2005
• Merger Agreement Representations Take on a Life of Their Own, 2005
• Recent Actions by the SEC Under Regulation FD, 2002
• SEC Reminds Companies of Disclosure Requirements, 2002
• Recent SEC Amendments to Disclosure Requirements Relating to Equity Compensation, 2002

Address

North Point
901 Lakeside Avenue
Cleveland, OH 44114-1190

Phones

1.216.586.7264 (Business Phone)

Faxes

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http://www.jonesday.com