Keith E. Gottfried

Keith also advises public companies and their boards of directors on the latest techniques for making a company less vulnerable to activist shareholders, best practices for engaging with shareholders, strategic communications, corporate governance issues, board composition enhancement programs, and board advisory matters. Because activist campaigns closely resemble political campaigns, Keith also brings to clients the political insight he gained as a US Senate–confirmed high-level White House appointee in the administration of President George W. Bush. Frequently quoted by the national business media on shareholder activism, Keith publishes and presents regularly on the strategies companies and boards of directors can apply to prepare for and respond to proxy contests and other shareholder activism campaigns. He is listed in Chambers USA: America’s Leading Lawyers for Business, which ranks him as a leading corporate/M&A lawyer in Washington, DC, and recognizes him as “a thoughtful and goal-oriented strategist, who is respectful of and responsive to client input” as well as a “very detail-oriented” lawyer who is “great as a negotiator and a consigliere” and is “tenacious, persistent and thorough.”

Prior to joining Morgan Lewis, Keith was a partner in the corporate transactions practice of another international law firm, resident in Washington, DC. Keith has also held senior in-house legal positions in both the public and private sectors.

In 2005, President Bush nominated Keith, and the US Senate unanimously confirmed him, to serve as the 19th general counsel of the US Department of Housing and Urban Development (HUD). As HUD’s general counsel and chief legal officer, Keith interfaced with the White House and other cabinet agencies on regular basis and led a nationwide organization of approximately 700 employees, including close to 400 lawyers and 300 non-lawyers with headquarters in Washington, DC; 10 regional counsel offices; and close to 40 field counsel offices throughout the country. At the time, HUD’s Office of General Counsel had an annual budget of approximately $100 million. Earlier, Keith served as general counsel and a member of the executive team at Borland Software Corporation, then a publicly traded leading enterprise software company in California’s Silicon Valley. Keith is also a past member of the Business Software Alliance’s Board of Directors, the leading trade association representing the US software industry.

Proxy Contests and Activist Campaigns

• Counsel to a publicly-held telecommunication company in its defense against a possible proxy contest.
• Counsel to a publicly held mortgage REIT in its defense against a proxy contest.
• Counsel to a publicly held provider of social media mobile applications in its defense against a threatened proxy contest.
• Counsel to a publicly held regional bank in its defense against a threatened proxy contest.
• Counsel to a publicly held provider of cloud-based services for healthcare service providers in its defense against a possible activist campaign.
• Counsel to a large industrial manufacturer in its defense against a possible activist campaign.
• Counsel to a publicly held provider of mobile location-based marketing solutions in its defense against a proxy contest seeking control of its board of directors.
• Counsel to a publicly held provider of mobile location-based marketing solutions in its defense against a consent solicitation seeking control of its board of directors.
• Counsel to a publicly held provider of haptic technology solutions in its defense against a proxy contest.
• Counsel to a publicly held automobile industry software company in its defense against a proxy contest.
• Counsel to a publicly held software and services company in its defense against a proxy contest.
• Counsel to a publicly held regional bank in its defense against a proxy contest.
• Counsel to a publicly held investment holding company in its defense against a special meeting demand and proxy contest.
• Counsel to a publicly held software company in its defense against a campaign to withhold votes from directors.
• Counsel to a publicly held apparel manufacturer wholesaler and retailer in its defense against a proxy contest.
• Counsel to a publicly held automobile parts retailer in its defense against a proxy contest.
• Counsel to a publicly held automobile parts manufacturer in its defense against a proxy contest.
• Counsel to a publicly held waste management company in its defense against a proxy contest.
• Counsel to a publicly held biotechnology company in its defense against a proxy contest.
• Counsel to the special committee of a publicly held provider of transactional television services and distributor of general motion picture entertainment in its defense against a proxy contest.
• Counsel to a publicly held lead generation software company in its defense against a proxy contest.
• Counsel to a publicly held financial services company in its defense against a proxy contest.
• Counsel to a publicly held semiconductor manufacturer in its defense against a proxy contest.
• Counsel to a publicly held electronics manufacturer in its defense against a proxy contest.
• Counsel to a publicly held engineering and information technology services company in its defense against a proxy contest.
• Counsel to a publicly held casual dining chain in its defense against a proxy contest.
• Counsel to a publicly held solid waste handling company in its defense against a proxy contest.
• Counsel to a publicly held provider of network software solutions in its defense against a proxy contest.
• Counsel to a publicly held provider of outsourced social services in its defense against a consent solicitation and a proxy contest.
• Counsel to a publicly held defense contractor in its defense against a proxy contest.
• Counsel to a publicly held provider of application lifecycle software in its defense against a proxy contest.
• Counsel to a publicly held specialty provider of printing and paperboard packaging in its defense against a consent solicitation.

Unsolicited Takeovers

• Counsel to a publicly held consumer goods company in its defense against an unsolicited acquisition proposal.
• Counsel to a publicly held mortgage REIT in its defense against an unsolicited externalization proposal to take control of the REIT’s assets.
• Counsel to a publicly held automobile parts retailer in its defense against an unsolicited acquisition proposal.
• Counsel to a publicly held manufacturer of video camera equipment in its defense against an unsolicited acquisition proposal.
• Counsel to a publicly held electronics manufacturer in its defense against an unsolicited partial tender offer initiated by an activist investor.
• Counsel to the special committee of a publicly held provider of transactional television services and distributor of general motion picture entertainment in its defense against an unsolicited acquisition proposal from an activist investor and its subsequent sale to another provider of transactional television services.
• Counsel to a publicly held lead generation software company in connection with its defense against an unsolicited acquisition proposal from an activist investor.
• Counsel to a publicly held manufacturer of generic pharmaceuticals in a review of its potential vulnerabilities to an unsolicited takeover offer and in the adoption of various defenses to ameliorate such vulnerabilities.
• Counsel to a publicly held provider of outsourced social services in a review of its potential vulnerabilities to an unsolicited takeover offer and in the adoption of various defenses to ameliorate such vulnerabilities.
• Counsel to a publicly held petroleum exploration company in its unsolicited acquisition proposal for a publicly held manufacturer and distributor of motor oil ($6 billion).
• Counsel to a publicly held equipment rental company in its unsolicited acquisition proposal for another publicly held equipment rental company ($1.3 billion).
• Counsel to a publicly held specialty provider of printing and paperboard packaging in its defense against an unsolicited acquisition proposal from a publicly held forest products company and its subsequent sale to another publicly held forest products company ($875 million).
• Counsel to a publicly held manufacturing company in its defense against an unsolicited acquisition proposal ($350 million).
• Counsel to a publicly held life insurance company in its defense against an unsolicited acquisition proposal and its subsequent sale to a publicly held insurance and financial services company ($142 million).
• Counsel to a publicly held, US-based lessor of intermodal container chassis in its unsolicited acquisition proposal for a publicly held, Luxembourg-based provider of intermodal container leasing services.