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Directors' Institute on Corporate Governance (Fourteenth Annual)

Author(s): Jeffrey D. Karpf, Keir D. Gumbs, Mark J. Gentile
Practice Area: Corporate & Securities
Published: Dec 2016
ISBN: 9781402427909
PLI Item #: 150004
CHB Spine #: B2284

Mark J. Gentile is a member of the Wilmington, Delaware firm of Richards, Layton & Finger, P.A. Richards Layton is Delaware’s largest law firm and is best known for its expertise in corporate law. Mr. Gentile’s practice focuses on the General Corporation Law of the State of Delaware, advising corporations, officers, directors, board committees, and stockholders in connection with mergers and acquisitions, divestitures, recapitalizations, strategic planning, major equity investments, and corporate governance issues. Mr. Gentile currently represents directors of companies listed on NYSE and NASDAQ in connection with these matters.

Mr. Gentile is an appointed member of the American Bar Association’s Committee on Corporate Laws, where he most recently co-chaired the ABA’s Task Force on The Corporate Director’s Guidebook. He is a contributing author to The Delaware Law of Corporations and Business Organizations, has authored numerous articles on various aspects of corporate law, and is a frequent lecturer regarding corporate law and business combinations at securities and corporate law symposiums.

Chambers USA - America’s Leading Lawyers for Business has recognized Mr. Gentile for excellence in corporate law. He has also been listed in the Lawdragon 500 Leading Lawyers in America, the Lawdragon 500 Top Dealmakers in America, The International Who’s Who of Business Lawyers, The Best Lawyers in America, and Delaware Super Lawyers.

Mr. Gentile received his JD, cum laude, from Boston University School of Law, where he was managing editor of the Law Review.

Keir Gumbs is Associate General Counsel, Global Corporate, M&A and Securities, and Deputy Corporate Secretary at Uber Technologies, Inc.  Prior to joining Uber, he was a partner in the corporate and securities practice at Covington & Burling LLP. Keir started his career at the SEC, where he served for six years - first as a staff attorney, later as a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance and finally as counsel to SEC Commissioner Roel Campos. 

Keir is recognized as a leading authority on securities regulation and corporate governance who represents a cross-section of constituencies in securities and governance matters, including companies ranging in size from Fortune 50 companies to venture-backed firms, as well as public pension funds, hedge funds, faith-based investors and trade associations. 

Honors and Rankings

  • Most Influential Black Lawyers, Savoy Magazine (2015)
  • Who’s Who Legal, Corporate, M&A and Governance (2015)
  • "D.C. Rising Star”, National Law Journal (2014)
  • DC Super Lawyers, Securities & Corporate Finance (2014-2015)
  • "Trailblazers Under 40", National Bar Association (2014)
  • America's Leading Business Lawyers, Securities: Regulation: Advisory (2012-2015), Chambers USA
  • “2011 Rising Star of Corporate Governance”, Millstein Center for Corporate Governance and Performance
  • Selected as one of the "People to Watch" in the National Association of Corporate Directors 2011 and 2012 “Directorship 100”

Jeffrey D. Karpf is a partner in Cleary Gottlieb Steen & Hamilton’s New York office.  Jeff’s practice focuses on corporate and financial transactions and matters. He represents issuers and investment banks in a variety of SEC-registered and private equity and debt offerings, as well as tender and exchange offers. Jeff also advises on securities regulatory and corporate governance matters, including board structure and practices. He also has extensive experience in the development of new financial instruments and structured equity derivatives products.  Jeff joined the firm in 1994 and became a partner in 2003. His notable experience includes: 

Initial Public Offerings

• Has advised in numerous IPOs, including those of Cushman & Wakefield, Line, Santander Consumer USA, RigNet, Primerica, rue21, Lumber Liquidators, Sucampo Pharmaceuticals, J.Crew Group, Williams Scotsman International and Travelers Property Casualty. Also acted as counsel in the dual-track IPO and sale process for Bausch & Lomb, Biomet, OneMain, Petco, Triton Container and United Guaranty.

Innovative Transactions

• Allergan in its $30 billion bond/equity offerings, the largest ever acquisition financing and second-largest bond offering in history.
• Citigroup in numerous matters, including nearly 30 debt offerings since December 2008 valued at over $75 billion. He has also acted as counsel to Citigroup for its $20 billion TARP repayment agreement and termination of the loss-sharing agreement with the U.S. government. Jeff was named The American Lawyer’s “Dealmaker of the Week” for the TARP repayment and related equity offerings.
• The underwriters in a series of transactions that enabled AIG to re-access the capital markets.  Jeff also represented the underwriters in the $20.7 billion offering of AIG common stock by the U.S. Department of the Treasury, the largest secondary equity offering in U.S. history.

Issuers’ Counsel

• Represents numerous issuers on securities offering, disclosure and corporate governance matters, including Allergan, Citigroup, Google/Alphabet, Verizon and Whirlpool.
Underwriters’ Counsel
• Designated underwriters counsel for numerous issuers, including AIG, Zions Bancorporation, Affiliated Managers Group, Hershey, Southern California Edison and Enterprise Rent-A-Car.