Beth E. Berg

While particularly with respect to activism defense, many matters remain private, notable representations include:

M&A

• Avantax, Inc. in its acquisition by Cetera Holdings for US$1.2 billion.
• Avid Technology, Inc. in its US$1.4 billion acquisition by an affiliate of STG.
• Multi-Color Corporation in its US$2.5 billion acquisition by a Platinum Equity affiliate.
• Yum! Brands, Inc. in its US$10.2 billion spinoff of Yum China Holdings, Inc.
• Keurig Green Mountain, Inc. in its sale to a JAB Holding Company-led investor group for approximately US$13.9 billion.
• Beam Inc. in its US$16 billion sale to Suntory Holdings Limited.
• NiSource, Inc. in its spinoff of Columbia Pipeline Group, Inc.
• Fortune Brands, Inc. in its spinoff of Fortune Brands Home & Security, Inc.
• CBOE Holdings, Inc. in its US$3.2 billion acquisition of Bats Global Markets, Inc.
• Tellabs, Inc. in its sale to Marlin Equity Partners for a total of approximately US$891 million.

Shareholder Activism and Other Contested Representations

• Blucora, Inc. (n/k/a Avantax, Inc.) in successfully defending three back-to-back proxy contests (including one that went to a vote).
• MiMedx Group, Inc. in connection with concomitant proxy contests launched by each of Prescience Point and Parker Petit (the latter of which went to a vote).
• Elaine Wynn in her withhold campaign against Wynn Resorts.
• NiSource Inc. in its defense against a campaign launched by Elliott Investment Management.
• TreeHouse Foods, Inc. in connection with the proxy contest launched by JANA Partners.
• OneSpan Inc. in connection with the proxy contest launched by Legion Partners.
• HomeStreet, Inc. in connection with proxy contests launched by Roaring Blue Lion Capital.
• United Continental Holdings, Inc. in connection with the proxy contest launched by Altimeter Capital Management and PAR Capital Management.
• TomoTherapy Incorporated in connection with the proxy contest launched by Avalon Portfolio.
• Biolase, Inc. in its successful defense of two proxy contests.
• Carbonite, Inc. in its successful defense against an unsolicited tender offer by j2 Global and related proxy contests.
• Commercial Metals Company in its successful defense against a US$1.7 billion hostile tender offer and proxy contest launched by Carl Icahn.
• Ventana Medical Systems, Inc. in connection with an unsolicited tender offer and subsequent negotiated US$3.4 billion acquisition by Roche Holding.

Beth is an appointed member of the American Bar Association’s Committee on Corporate Laws, and she serves on the Shareholders’ Meetings Handbook Task Force and the Anti-takeover Provisions Task Force. She is a co-chair of the Corporate Director’s Guidebook Task Force, which released the 8th edition of The Corporate Director’s Guidebook, September 2024.