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Lowenstein Sandler LLP

Jeffrey M. Shapiro

Jeffrey M. Shapiro

Partner

Expertise

  • Antitrust & Trade Regulation
  • Business Divorce
  • Corporate
  • Capital Markets & Securities

WSG Practice Industries

Activity

WSG Leadership

ABA Group
Member
WSG Coronavirus Task Force Group
Member

Lowenstein Sandler LLP
New Jersey, U.S.A.

Profile

Best known for his experience as a transactional and business lawyer, Jeffrey gives his clients practical, actionable advice on a complete range of transactions and issues, including mergers and acquisitions, proxy contests, stockholder and member rights, governance, reorganizations, LLC formations, commercial transactions, and corporate law matters.

Jeffrey regularly represents stockholders and issuers in all aspects of proxy contests and consent solicitations as well as on related governance issues. He also has extensive experience counseling clients on stockholder and member disputes, oppression claims, and business divorce matters.

Public and private companies call on Jeffrey for advice on Hart-Scott-Rodino Act antitrust issues in mergers and acquisitions and investment transactions.

Jeffrey is co-author of the definitive book on New Jersey corporate law and practice, New Jersey Corporations and Other Business Entities. He has also published numerous articles on Hart-Scott-Rodino Act issues, corporate law developments and securities matters, and frequently speaks about activist investor campaigns.

Bar Admissions

    New Jersey

Education

Washington University School of Law (J.D. 1992)
Hamilton College (A.B. 1987)
Areas of Practice

Antitrust & Trade Regulation | Business Divorce | Capital Markets & Securities | Corporate | Corporate Finance & Securities | Corporate Governance & Compliance | Governance & Compliance | Mergers & Acquisitions | Private Equity | Transactions & Advisory Group

Professional Career

Significant Accomplishments

 Representative transactions include:

  • Special Situation Fund's proxy contest with Response Genetics, Inc.
  • TDI Power's proxy contest
  • Cerberus Capital Management's $1.1 billion acquisition of Tower Automotive out of bankruptcy
  • Oliver Press Partners' proxy contest with Emageon Inc.
  • Lucent Technologies' $295 million acquisition of Telica
  • Oliver Press Partners' proxy contest with The Phoenix Companies, Inc.
  • Winebow, Inc. in its strategic transaction with Freeman Spogli & Co.
  • Oliver Press Partners' board nominations to, and settlement with, Coherent, Inc.
  • The Newark Group's $175 million offering of senior subordinated notes
  • Wilshire Enterprises' proxy contest with Bulldog Investors
  • Anadigic's $100 million offering of convertible notes
  • Oliver Press Partners' solicitation involving Comverse Technology
  • Palisade Capital's $20 million investment in Kroll Inc.
  • Elite Pharmaceuticals' proxy contest


Professional Associations

New Jersey Bar Association
  • Secretary, Chair-Elect
  • Member, Board of Directors of the Business Law Section
ABA Business Law Section
  • Co-Chair of the Governance of Private and Family-Controlled Entities Subcommittee, Committee on Corporate Governance, Committee on Mergers and Acquisitions
New Jersey Corporation and Business Law Study Commission
  • Counsel
Jewish Family Service of MetroWest New Jersey
  • Member, Board of Trustees
Articles

New Jersey Amends Law To Permit Remote Member Meetings For Nonprofit Corporations
Lowenstein Sandler LLP, April 2020

What You Need To Know: New Jersey nonprofit corporations are permitted to hold member meetings by remote participation (solely by remote communication during a state of emergency declared by the Governor). A board of trustees must approve remote participation and the guidelines and procedures to govern a meeting. Governance document requirements and New Jersey Nonprofit Corporation Act provisions still apply...

The Certainty of Antitrust Review in Uncertain Times
Lowenstein Sandler LLP, April 2020

The Federal Trade Commission (FTC) Bureau of Competition issued a reminder yesterday, April 6, that it “must continue to analyze carefully the potential effects of proposed transactions and business conduct” and that it “will not suspend our usual rigorous approach to ferreting out anticompetitive harm and seeking relief, even in the face of uncertainty...

U.S. Antitrust Agencies Resume Early Terminations
Lowenstein Sandler LLP, March 2020

The FTC announced today that both it and the Antitrust Division were “returning to processing requests for early terminations” but with qualifications which may significantly affect the availability of early terminations in practice. The most significant qualification was the agencies’ caution that early termination “will be available on a more limited basis than has historically been the case...

Additional Articles

    2016 HSR Thresholds Announced by Federal Trade Commission, February 4, 2016
    2017 HSR Thresholds Announced by Federal Trade Commission, January 26, 2017
    Amendments to the New Jersey Business Corporation Act, April 2013
    Annual HSR Threshold Adjustments Announced By Federal Trade Commission, January 22, 2015
    Corporate Governance Does Not End With Sarbanes-Oxley, June 2005
    Hedge Fund Manager Settles HSR Enforcement Action for $350,000.00, October 2005
    New Jersey Adopts Revised Uniform Limited Liability Company Act to Replace New Jersey's Existing Limited Liability Company Act: An Overview of Significant Changes, February 2013
    New Jersey Business Corporation Act Developments, January 2010
    New NASDAQ and NYSE Rules Requiring Shareholder Approval of Equity Compensation Plans Approved by the SEC, September 2003
    QUALCOMM Settles Department Of Justice Charges On Its Acquisition Of Flarion, July 2006
    QUALCOMM Settles Department of Justice Charges that it Violated the HSR Waiting Period Requirement in Connection with its Acquisition of Flarion, May 2006
    SEC Guidance on Climate Change Disclosure, August 2010
    SEC Implements Sarbanes-Oxley Act Provisions and Accelerates Filing Deadlines for Forms 10-K and 10-Q, August 28, 2002
    SEC Issues New MD&A Guidance, January 6, 2004
    The SEC Proposes New Rules to Implement Sarbanes-Oxley Act Provisions Regarding Off-Balance Sheet Arrangements, Contractual Obligations and Contingent Liabilities and Commitments, November 19, 2002
    Venture Capital in Focus: Down-Round Financing, September 2001
    Will You Still Love Me Tomorrow? Five Things I Should Have Asked My VC Before I Cashed the Check, March 2002

Blogs

Capital Markets Litigation
Lowenstein Sandler LLP 

Litigation News for the Global Financial Community

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