Lyle G. Ganske
Partner
Cleveland
Tel: 1.216.586.7264
Fax: 1.216.579.0212
Email:
lganske@jonesday.com
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Lyle Ganske is Partner-in-Charge in Cleveland. He is an advisor to significant companies, focusing primarily on M&A, takeovers, takeover preparedness, corporate governance, executive compensation, and general corporate counseling. Lyle has extensive experience in transactions involving regulated industries, including telecom and energy. Representative transactions include:
• Nextel Communications in its $46.5 billion merger-of-equals with Sprint
• Albertsons in its $17.4 billion acquisition by a consortium of investors
• Federated Department Stores in its $17 billion acquisition of May Department Stores
• Ultramar Diamond Shamrock in its $6 billion acquisition by Valero Energy
• International Steel Group in its $4.5 billion merger with Mittal Steel
• Rubbermaid in its $4.5 billion merger with Newell
• Nevada Power in its $4 billion merger with Sierra Pacific Resources
• Alderwoods Group in its $1.2 billion acquisition by Service Corporation International
• CIPSCO in its $1.2 billion merger with Union Electric Company
• KU Energy in its $1.5 billion merger with LG&E Energy
• M.A. Hanna in its $3.5 billion merger-of-equals with Geon
• Timken in its $840 million acquisition of the worldwide operations of Torrington from Ingersoll-Rand
• Allen Telecom in its $577.6 million stock-for-stock acquisition by Andrew Corp. and
• LTV Steel in the $325 million sale out of bankruptcy of its integrated steel assets to WL Ross & Co.
In addition, Lyle has been involved in numerous hostile takeover defenses, including:
• Lancaster Colony Corporation in its successful resolution of a proxy contest initiated by a hedge fund
• GenCorp in its successful defense against a $2.2 billion unsolicited cash tender offer from a partnership affiliated with AFG Industries and Wagner & Brown
• Diamond Shamrock Corp. in its successful defense against a $2 billion unsolicited cash tender offer from T. Boone Pickens Jr.
• Firestone Tire & Rubber Co. in its defense against a $1.86 billion unsolicited cash tender offer by Italy's Pirelli Group and its subsequent negotiated $2.6 billion acquisition by Japan's Bridgestone Corp.
• U.S. Shoe Corp. in its defense against a $1.2 billion unsolicited cash tender offer by Luxottica Group SpA and the subsequent $1.4 billion negotiated acquisition
• GenCorp in its successful defense against a $700 million unsolicited offer by Steel Partners II LP
• Acme-Cleveland Corp. in its defense against a $186 million unsolicited offer by Danaher Corp.
• Cleveland-Cliffs in its successful defense against a proxy solicitation by David F. Bolger and
• A. Schulman in its successful defense against a proxy solicitation by Barington Capital Partners, a company stockholder, to replace the board of directors.
Other companies Lyle has advised on substantial matters include Albertson's, American Greetings, Diebold, General Electric, Goodrich, Nationwide Financial Services, Nationwide Mutual Insurance, Omnicom, Penton Media, PolyOne, Procter & Gamble, R.J. Reynolds Tobacco, Scientific-Atlanta, and Sherwin-Williams.
Lyle is a frequent speaker on M&A, takeover preparedness, and corporate governance issues and has coauthored many articles, including "Breaking Up is Hard to Do: Avoiding the Solvency-Related Pitfalls in Spinoff Transactions," The Business Lawyer, February 1999; "Corporate Bylaws: The Building Blocks of a Corporation — and a Bulwark of Defense," Director's Monthly, January 2002; and "Lockups and Beyond in Omnicare vs. NCS Healthcare," New York Law Journal, May 2003. He has submitted comments to the Securities and Exchange Commission on various proposed rules. In addition, he is a director of the Greater Cleveland Partnership and a member of the board of the Rock and Roll Hall of Fame, Business Volunteers Unlimited (chair), Leadership Cleveland, Firestone Country Club, and Altra Holdings, Inc. (a leading multinational designer, producer, and marketer of mechanical power transmission and motion control products that is listed on Nasdaq).
Admitted
Ohio
Education
Bowling Green State University (B.S.B.A. summa cum laude 1981); The Ohio State University (Note and Comment Editor, Law Journal; Order of the Coif; J.D. with honors 1984)
Clerkship
Law Clerk to Judge Craig Wright, Ohio Supreme Court (1985 term)