Jennifer C.Lewis

Counsel

Cleveland + 1.216.586.1072

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Jennifer Lewis advises public companies on all aspects of corporate governance. Jennifer has extensive experience in takeover preparedness and defense matters, shareholder engagement, shareholder activism, and counseling public company boards on governance matters and developments.

Jennifer has an extensive background as an M&A lawyer, having represented a variety of clients in acquisitions, divestitures, spin-offs, and corporate restructurings. She has more than 20 years experience in counseling clients on takeover defense matters, including the use and operation of shareholder rights plans. Jennifer also has experience in private equity and debt offerings and venture capital transactions.

Jennifer is a member of the Cleveland Metropolitan Bar Association and is a key contributor to the Firm's Governance Perspectives publications.

Experience

  • GrafTech International proxy contest with Nilesh UndaviaJones Day advised GrafTech International Ltd. in its successful proxy contest defense against activist shareholder Nilesh Undavia. GrafTech’s Annual Meeting was held in May 2024.
  • NEP Group sells SOS Global to Rock-it CargoJones Day advised NEP Group in its sale of SOS Global (SOS) to Rock-it Cargo, the global leader in end-to-end logistics for live events and high net worth goods.
  • Cumulus Media adopts short-term shareholder rights planJones Day advised Cumulus Media Inc. in its adoption of a short-term shareholder rights plan designed to protect shareholder interests and maximize value for all shareholders.
  • Chicago-based company incorporated in Delaware receives advice regarding board adoption of forum-selection bylaw provisionJones Day advises a Chicago-based company regarding amendment of the company's bylaws.
  • USG acquired by Gebr. Knauf for $7 billionJones Day advised USG Corporation in the acquisition by Gebr. Knauf KG ("Knauf") of all of the outstanding shares of USG in a transaction valued at $7 billion.
  • YETI Holdings completes $288 million IPOJones Day represented YETI Holdings, Inc., a designer, marketer, retailer, and distributor of a variety of innovative, branded, premium outdoor products, in connection with its $288 million initial public offering of Common Stock.
  • Axiall acquired by Westlake Chemical for $33 per share in all-cash transaction with $3.8 billion enterprise valueJones Day advised Axiall Corporation in connection with Westlake Chemical Corporation's $3.8 billion enterprise value acquisition.
  • Georgia Gulf successfully defends against unsolicited proposal from Westlake ChemicalJones Day advised Georgia Gulf Corporation in the successful defense against a $1.6 billion unsolicited bid by Westlake Chemical Corporation to acquire all the outstanding shares of the company.
  • SunPower reclassifies shares into single class of Common StockJones Day represented SunPower Corporation, a vertically integrated solar products and services company, in connection with its recapitalization of outstanding shares of Class A Common Stock and Class B Common Stock into a single class of Common Stock on a one-for-one basis.
  • SunPower and Total partner to create new global leader in solar industry with $1.4 billion tender offerJones Day advised SunPower Corporation in the completion of the $1.4 billion tender offer by Total for up to 60% of SunPower's outstanding Class A Common Shares and 60% of SunPower's outstanding Class B Common Shares at a price of $23.25/share for each class.
  • MPS Group acquired by Adecco for $1.3 billionJones Day advised MPS Group, Inc., a professional staffing company, in its $1.3 billion acquisition by Zurich, Switzerland-based Adecco Group, a provider of human resource solutions.
  • Oglebay Norton acquired by CarmeuseJones Day advised Oglebay Norton Company in its $677 million acquisition by Carmeuse Group.
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    July 2024 Commentary

    Under Pressure—Rethinking Board Practices

    March 2023 White Paper

    2022 Annual M&A/PE Review and 2023 Forecast

    March 2023 Commentary

    The Silicon Valley Bank Failure: Cash Management and Risk Oversight

    August 2022 Commentary

    Delaware Authorizes 102(b)(7) Exculpation of Senior Officers

    January 2022 White Paper

    2021 Transactional Year in Review and 2022 Forecast

    MARCH 2021 Commentary

    Delaware Chancery Court Strikes 5% Poison Pill With "Extreme" Features

    April 2020 Commentary

    Delaware Authorizes Federal Forum-Selection Provisions for Securities Act Claims

    April 2020 Commentary

    ISS Issues Policy Guidance in Response to COVID-19

    March 2020 Commentary

    To Adopt or Not to Adopt: Poison Pills in the Wake of COVID-19

    March 2020 Commentary

    ISS's 2020 "EVA" Assessment: How Will Your CEO Perform?
    View All

    Additional Publications

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