Gary D. Gerstman

Sidley represented CDW Corporation (NASDAQ: CDW), a leading provider of computing hardware and cloud information technology solutions, in its acquisition of Mission Cloud Services Inc. Mission provides cloud, AI and machine learning, consulting, and managed service solutions. The acquisition complements CDW’s cloud, data, AI and software platform engineering organization, CDW Digital Velocity. The Sidley team was led by Gary D. Gerstman and Danielle M. Haikal (M&A and Private Equity), and included Emily M. Olivera, Claire Grogan, Jordan M. Lemoine, and Lauren J. Spicer (M&A and Private Equity); James W. Lowe, Benjamin R. Nagin, Jamie M. Sadler, and Kristina A. Gliklad (Antitrust and Competition); David E. Teitelbaum (Banking and Financial Services); Christian E. Pilhofer and Sarah K. Recktenwald (Employee Benefits and Executive Compensation); Heather M. Palmer (Environmental); Jen Fernandez, Howard J. Stanislawski, Carys Golesworthy, and Heather Hedges (Global Arbitration, Trade and Advocacy); Pietro Fontana, Angela Fontana, and Adam M. Nelson (Global Finance); Scott J.F. Goldstein (Insurance); Teresa L. Reuter (Labor and Employment); Lauren Kitces, Garrett M. Lance, and Cole R. Rianda (Privacy and Cybersecurity); Elizabeth K. McCloy and Brandon Bryer (Real Estate); Ike Adams and D’Juan B. Jones (Securities Enforcement and Regulatory); Suresh T. Advani (Tax); Anna Remis and Natalie T. Crawford (Technology and Life Sciences Transactions); and Geeta Malhotra (White Collar Defense and Investigations).~~Sidley represented CDW Corporation (NASDAQ: CDW), a leading provider of computing hardware and cloud information technology solutions, in its acquisition of Mission Cloud Services Inc. Mission provides cloud, AI and machine learning, consulting, and managed service solutions. The acquisition complements CDW’s cloud, data, AI and software platform engineering organization, CDW Digital Velocity. The Sidley team was led by Gary D. Gerstman and Danielle M. Haikal (M&A and Private Equity), and included Emily M. Olivera, Claire Grogan, Jordan M. Lemoine, and Lauren J. Spicer (M&A and Private Equity); James W. Lowe, Benjamin R. Nagin, Jamie M. Sadler, and Kristina A. Gliklad (Antitrust and Competition); David E. Teitelbaum (Banking and Financial Services); Christian E. Pilhofer and Sarah K. Recktenwald (Employee Benefits and Executive Compensation); Heather M. Palmer (Environmental); Jen Fernandez, Howard J. Stanislawski, Carys Golesworthy, and Heather Hedges (Global Arbitration, Trade and Advocacy); Pietro Fontana, Angela Fontana, and Adam M. Nelson (Global Finance); Scott J.F. Goldstein (Insurance); Teresa L. Reuter (Labor and Employment); Lauren Kitces, Garrett M. Lance, and Cole R. Rianda (Privacy and Cybersecurity); Elizabeth K. McCloy and Brandon Bryer (Real Estate); Ike Adams and D’Juan B. Jones (Securities Enforcement and Regulatory); Suresh T. Advani (Tax); Anna Remis and Natalie T. Crawford (Technology and Life Sciences Transactions); and Geeta Malhotra (White Collar Defense and Investigations).

Dec 2

2 min

Sidley is representing the special committee of the board of directors of Nordstrom, Inc. (NYSE: JWN) in its US$6.25 billion acquisition by certain members of the Nordstrom family and El Puerto de Liverpool, S.A.B. de C.V. The all-cash transaction is for the outstanding common shares of Nordstrom, Inc. not beneficially owned by the Nordstrom family and Liverpool, with Nordstrom shareholders receiving US$24.25 per share in cash. The Sidley team is being led by Gary D. Gerstman, Derek Zaba, Scott R. Williams, and Eric S. Goodwin (M&A and Private Equity), and includes Helen Jazzar, Kori Cooper, Scott A. Gregus, Arthur Adler, Amy Jang, Spencer Li, Ryland Ploeger, and Linda Li (M&A and Private Equity); Gregory A. Marrs, Elizabeth T. Burns, and Madeline Clasen (Employee Benefits and Executive Compensation); Kelly M. Dybala and Daniel F. Burkhart (Global Finance); Sam Gandhi, Johnny Skumpija, Katie Klaben, and Jessica Li (Capital Markets); Vadim Brusser and Jason C. Semmes (Antitrust and Competition); Heather M. Palmer (Environmental); Emily M. Wajert (Labor and Employment); Elizabeth K. McCloy and Brandon Bryer (Real Estate); Jim Ducayet and Jarrett H. Gross (Securities and Shareholder Litigation); Richard M. Silverman and Suresh T. Advani (Tax); and Anna Remis and Paul Kariyawasam (Technology and Life Sciences Transactions).~~Sidley is representing the special committee of the board of directors of Nordstrom, Inc. (NYSE: JWN) in its US$6.25 billion acquisition by certain members of the Nordstrom family and El Puerto de Liverpool, S.A.B. de C.V. The all-cash transaction is for the outstanding common shares of Nordstrom, Inc. not beneficially owned by the Nordstrom family and Liverpool, with Nordstrom shareholders receiving US$24.25 per share in cash. The Sidley team is being led by Gary D. Gerstman, Derek Zaba, Scott R. Williams, and Eric S. Goodwin (M&A and Private Equity), and includes Helen Jazzar, Kori Cooper, Scott A. Gregus, Arthur Adler, Amy Jang, Spencer Li, Ryland Ploeger, and Linda Li (M&A and Private Equity); Gregory A. Marrs, Elizabeth T. Burns, and Madeline Clasen (Employee Benefits and Executive Compensation); Kelly M. Dybala and Daniel F. Burkhart (Global Finance); Sam Gandhi, Johnny Skumpija, Katie Klaben, and Jessica Li (Capital Markets); Vadim Brusser and Jason C. Semmes (Antitrust and Competition); Heather M. Palmer (Environmental); Emily M. Wajert (Labor and Employment); Elizabeth K. McCloy and Brandon Bryer (Real Estate); Jim Ducayet and Jarrett H. Gross (Securities and Shareholder Litigation); Richard M. Silverman and Suresh T. Advani (Tax); and Anna Remis and Paul Kariyawasam (Technology and Life Sciences Transactions).

Dec 23

2 min

Sidley is representing a Special Committee of the Board of Directors of Tesla, Inc., comprised of director Kathleen Wilson-Thompson. At Tesla’s annual meeting on June 13, shareholders voted to approve Tesla reincorporating in Texas and to ratify Elon Musk’s 2018 compensation package. The Special Committee proposed both reincorporation and ratification, and recommended that shareholders approve them. The Special Committee’s report was included in Tesla’s proxy statement. Reincorporation was approved by 84% of votes cast (excluding Elon and Kimbal Musk), and 63% of all outstanding Tesla shares. Ratification was approved by approximately 72% of votes cast (excluding Elon and Kimbal Musk). The full results of the shareholder vote were officially announced on June 14, and Tesla is now a Texas corporation. Partners Kristen Seeger and John Skakun led a cross-office and cross-practice Sidley team of more than 40 lawyers, including a core team of Yolanda Garcia, Gary Gerstman, George Vlahakos, Liz Austin, Anika Hermann Bargfrede, Larry Fogel, and Katie LaVoy.~~Sidley is representing a Special Committee of the Board of Directors of Tesla, Inc., comprised of director Kathleen Wilson-Thompson. At Tesla’s annual meeting on June 13, shareholders voted to approve Tesla reincorporating in Texas and to ratify Elon Musk’s 2018 compensation package. The Special Committee proposed both reincorporation and ratification, and recommended that shareholders approve them. The Special Committee’s report was included in Tesla’s proxy statement. Reincorporation was approved by 84% of votes cast (excluding Elon and Kimbal Musk), and 63% of all outstanding Tesla shares. Ratification was approved by approximately 72% of votes cast (excluding Elon and Kimbal Musk). The full results of the shareholder vote were officially announced on June 14, and Tesla is now a Texas corporation. Partners Kristen Seeger and John Skakun led a cross-office and cross-practice Sidley team of more than 40 lawyers, including a core team of Yolanda Garcia, Gary Gerstman, George Vlahakos, Liz Austin, Anika Hermann Bargfrede, Larry Fogel, and Katie LaVoy.

Jun 14

1 min

Sidley is representing a Special Committee of the Board of Directors of Tesla, Inc. As described in the preliminary proxy statement filed on Wednesday, April 17, 2024, the Special Committee recommended that shareholders vote at Tesla’s annual meeting in June to approve Tesla reincorporating in Texas and to ratify Elon Musk’s 2018 compensation package. The preliminary proxy statement attached the Special Committee’s report supporting these recommendations. Partners Kristen Seeger and John Skakun led a cross-office and cross-practice Sidley team of more than 40 lawyers, including a core team of Yolanda Garcia, Gary Gerstman, George Vlahakos, Liz Austin, Anika Hermann Bargfrede, Larry Fogel, and Katie LaVoy.~~Sidley is representing a Special Committee of the Board of Directors of Tesla, Inc. As described in the preliminary proxy statement filed on Wednesday, April 17, 2024, the Special Committee recommended that shareholders vote at Tesla’s annual meeting in June to approve Tesla reincorporating in Texas and to ratify Elon Musk’s 2018 compensation package. The preliminary proxy statement attached the Special Committee’s report supporting these recommendations. Partners Kristen Seeger and John Skakun led a cross-office and cross-practice Sidley team of more than 40 lawyers, including a core team of Yolanda Garcia, Gary Gerstman, George Vlahakos, Liz Austin, Anika Hermann Bargfrede, Larry Fogel, and Katie LaVoy.

Apr 17

1 min

Sidley represented Aon plc (NYSE: AON), a global professional services firm, in the sale of Healthy Paws to Chubb. Healthy Paws is a U.S.-based managing general agent specializing in pet insurance. The Sidley team was led by M&A and Private Equity partners Gary Gerstman and Ian Helmuth, along with Thomas Johnson and Jahanzeb Jahania (M&A and Private Equity). Additional support was provided by Jamie Sadler (Antitrust and Competition); Gregory Marrs and Karim Pirani (Employee Benefits and Executive Compensation); Natalie Chan and Carolyn Ayaub (Labor, Employment and Immigration); Stephen McInerney (Privacy and Cybersecurity); Michelle Ramirez (Products Liability); John Schaff and Alice Qin (Tax); E. Kyle Barnett and Natalie Crawford (Technology and Life Sciences).~~Sidley represented Aon plc (NYSE: AON), a global professional services firm, in the sale of Healthy Paws to Chubb. Healthy Paws is a U.S.-based managing general agent specializing in pet insurance. The Sidley team was led by M&A and Private Equity partners Gary Gerstman and Ian Helmuth, along with Thomas Johnson and Jahanzeb Jahania (M&A and Private Equity). Additional support was provided by Jamie Sadler (Antitrust and Competition); Gregory Marrs and Karim Pirani (Employee Benefits and Executive Compensation); Natalie Chan and Carolyn Ayaub (Labor, Employment and Immigration); Stephen McInerney (Privacy and Cybersecurity); Michelle Ramirez (Products Liability); John Schaff and Alice Qin (Tax); E. Kyle Barnett and Natalie Crawford (Technology and Life Sciences).

Apr 26

1 min