Paul Hastings’ Global Co-Chair of Mergers and Acquisitions Eduardo Gallardo has been recognized as a 2023 “Dealmaker of the Year” by The American Lawyer.

Eduardo is recognized for leading the Paul Hastings team that advised Aerojet Rocketdyne’s independent director slate, led by CEO Eileen Drake, in its successful defense against a Board takeover attempt by the company’s executive chairman.

Following the termination of Aerojet’s announced $4.4 billion sale to Lockheed Martin, the company’s executive chairman launched a takeover contest with the support of three board allies and the financial backing of a hedge fund. The executive chairman’s faction and a rival group of four, led by Ms. Drake, both sought to elect a full board of directors who would be in alignment about the company’s future. However, the eight-member Aerojet board became deadlocked, which meant that neither side could marshal company resources to launch a proxy contest.

Eduardo looked at the bylaws and developed a strategy by which they could call a special meeting of the company’s shareholders for a vote, at the time and date of their choice, to remove the entire Board and elect an independent slate, which included re-election of Ms. Drake and the three independent incumbent directors. Both the solicitation to call the special meeting and the election of the independent slate were ultimately supported by ISS and Glass Lewis. At the special meeting, Ms. Drake and her slate received over 75% of the votes.

“It’s a cautionary tale,” said Eduardo. “For most companies, nothing like this would ever develop. But dynamics in the boardroom change.”

The prestigious “Dealmaker of the Year” award honors lawyers who demonstrated innovation and ingenuity by helping clients complete industry-altering mergers, acquisitions, IPOs, spinoffs, and more over the past year.

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