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Keith Evan Gottfried

Keith Evan Gottfried

Practice areas:

Mergers / Acquisitions

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About Me

Keith Gottfried is a Washington, D.C. partner at Alston & Bird LLP who concentrates his practice advising public companies and their boards of directors and special committees thereof, with regard to proxy contests, activist


shareholder campaigns, contests for corporate control, mergers and


acquisitions, corporate governance, securities regulation, and NYSE and


Nasdaq compliance.


 


Mr. Gottfried leads the firm’s company-side shareholder activism defense


practice and has extensive experience advising public companies and their


boards of directors in connection with unsolicited takeover bids, proxy


contests, consent solicitations and other contests for corporate control.


Over the course a legal career that spans more than two decades, Mr.


Gottfried has been involved in numerous high-profile proxy contests and


hostile takeovers.


 


He has been frequently quoted by the national business media on articles


relating to shareholder activism and is also a frequent speaker on issues


relating to shareholder activism.


 


Mr. Gottfried has also held senior in-house legal positions in the public and


private sectors. He served as general counsel of the U.S. Department of


Housing and Urban Development following his nomination by President


George W. Bush and his unanimous confirmation by the U.S. Senate.


Earlier, Mr. Gottfried served as general counsel of Borland Software


Corporation in California’s Silicon Valley.

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Languages Spoken: English, Spanish

Photos and Videos

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Practice Areas

Licensed since 1992

  1. Mergers / Acquisitions: 100%
    24 years

Attorney Endorsements

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Contact Info

Alston & Bird LLP

950 F St NW
The Atlantic Bldg
Washington, DC, 20004-1438

Resume

License
StateStatusAcquiredUpdated
DCActive 200805/24/2015
CAActive200105/20/2015
MAActive199504/14/2015
NYCurrently registered 199503/13/2015
NJActive199205/29/2015
PAInactive199205/31/2015

Professional Misconduct

We have not found any instances of professional misconduct for this lawyer.
Avvo Contributions
Legal Answers
Awards
Award NameGrantorDate Granted
Who's Who in American LawWho's Who in American Law -Marquis2012
Who's Who in American LawWho's Who in American Law -Marquis2010
Who's Who in American LawWho's Who in American Law -Marquis2009
Who's Who in American LawWho's Who in American Law -Marquis2008
Edward F. Hennessey Distinguished Scholar of LawBoston University School of Law1992
G. Joseph Tauro Scholar of LawBoston University School of Law1990

Work Experience
TitleCompany NameDuration
PartnerAlston & Bird, LLP2012 - Present
PartnerBlank Rome, LLP Counselrs At Law2007 - 2012
General CounselU.S. Department Of Hud2005 - 2006
General Counsel - HUDThe White House2005 - 2006
SVP - Corporate Affairs / Special Advisor to the CEOBorland Software Corporation2003 - 2004
General CounselBorland Software Corporation2000 - 2003
AssociateSkadden, Arps, Slate, Meagher & Flom, LLP1994 - 2000
AssociateBlank Rome, LLP Counselrs At Law1992 - 1994
Summer AssociateBlank Rome, LLP Counselrs At Law1991 - 1991
Summer AssociateBlank Rome, LLP Counselrs At Law1990 - 1990
Staff AccountantErnst & Young (Formerly Arthur Young & Company)1987 - 1989
Internal Audit InternNew York Metropolitan Transportation Authority1986 - 1986

Associations
Association NamePosition NameDuration
Society of Corporate Secretaries and Governance ProfessionalsAttorney MemberN/A

Publications
Publication NameTitleDate
Wall Street LawyerSEC Confirms that It Will Not Seek Judicial Review of Court Decision Vacating Its Proxy Access Rule2011
Association of Corporate Counsel Docket100 Issues to Clarify with Your M&A Counsel2011
Association of Corporate Counsel DocketPlanning the Integration of an Acquired Company's Legal Department2011
Association of Corporate Counsel DocketDue Diligence Your M&A Success Story2011
Wall Street Lawyer10 Ways that a Company is Made Unduly Vulnerable to an Activist Shareholder Due To its Board’s Composition, Governance, Leadership and Compensation2010
Wall Street Lawyer25 Tips for Receiving Fewer SEC Comments in Your Next Proxy Contest2009
Wall Street LawyerU.S. District Court Rules against Hedge Fund in CSX Corp. v. The Children’s Investment Fund et al. Holds that Equity Swaps Were Used to Avoid Disclosure under Rule 13d-3(b) of the Exchange Act2008
Wall Street LawyerCourt Holds Investment Banks Do Not Automatically Owe a Fiduciary Duty to Shareholders of Companies They Advise in Mergers2008
Wall Street LawyerTen Bylaw Amendments That May Lessen Your Company’s Vulnerability to a Shareholder Activist and Prevent It from Being a Sitting Duck This Proxy Season2008
Association of Corporate Counsel DocketThe Ten Elements of a Proxy Contest Settlement2008
Wall Street LawyerU.S. Appeals Court Upholds CSX Corp. Decision2008
Wall Street LawyerDelaware Supreme Court Affirms Chancery Court's Decision in JANA2008
Wall Street LawyerMotient Affirmed: Fifth Circuit Holds No Private Cause of Action for Monetary Damages Under Section 13(d)2008
Wall Street LawyerDelaware Supreme Court Answers SEC's Cert. Request in CA v AFSCME2008
The M&A LawyerTen Ways to Prevent a Company from Being Vulnerable to a Consent Solicitation2008
Wall Street LawyerTen Steps to Take to Prepare a Company for the New Age of Shareholder Activism & Prevent it from Being a Sitting Duck this Season2008

Education
School NameMajorDegreeGraduated
Boston University Graduate School of ManagementGeneral Business AdministrationMaster of Business Administration1995
Boston University School of LawLawJD - Juris Doctor1992
Wharton School, University of PennsylvaniaAccountingBS - Bachelor of Science1987
Harvard UniversitySummer ProgramNo degreeN/A

Speaking Engagements
Conference NameTitleDate
The New York City Directors’ CollegeHow a Board of Directors Make a Company Vulnerable to Shareholder Activists2013
The 2013 Activist Investor ConferenceThe Activist Investor Toolkit2013
Proxy Season 2013 OutlookBest Practices for Defending the Public Company from Shareholder Activists2013
IMN's 4th Annual Active-Passive Investor SummitDefending Against an Activist Campaign2013
2013 Winter Essentials Seminar for the Corporate SecretaryInternal Sources of and Limits on Governance Authority2013
The 2012 Activist Investor ConferenceStrategies for Responding to Investor Activism2012
Steps to Take to Make Your Company Less Vulnerable to Shareholder ActivistsSteps to Take to Make Your Company Less Vulnerable to Shareholder Activists2012
How to Prepare for and Respond to Rule 14a-8 Shareholder ProposalsHow to Prepare for and Respond to Rule 14a-8 Shareholder Proposals2012
Essentials Seminar 2012: The Basics of Corporate Governance and BeyondInternal Sources of and Limits on Governance Authority2012
Current Trends and Observations in Shareholder ActivismCurrent Trends and Observations in Shareholder Activism2012
2012 Proxy Season Recap: Activism, Private Ordering & More2012 Proxy Season Recap: Activism, Private Ordering & More2012
NOL Poison Pills: How These Tax Benefit Preservation Plans Function & Can be Used to Protect and Preserve Valuable Tax AssetsNOL Poison Pills: How These Tax Benefit Preservation Plans Function & Can be Used to Protect and Preserve Valuable Tax Assets2011
New Lessons for the Upcoming 2012 Proxy SeasonNew Lessons for the Upcoming 2012 Proxy Season2011
National Summit on the Future of Fiduciary ResponsibilityHot Topics in Corporate Governance: Tackling Board Composition, Proxy Fights, Executive Compensation, Valuing Acquisitions/Buyouts and More…2011
Mock Proxy Battle & Interactive Case Study on Shareholder ActivismMock Proxy Battle & Interactive Case Study on Shareholder Activism2011
Makovsky & Company LLP Webinar and Audio ConferencePreparing for Proxy Season 2012: A Survival Guide2011
How to Prepare for the Private Ordering of Proxy Access Under the Amended Provisions of Rule 14a-8, Webinar and Audio ConferenceHow to Prepare for the Private Ordering of Proxy Access Under the Amended Provisions of Rule 14a-8,2011
2011 National Investor Relations Institute Annual ConferenceShareholder Activism – Don't Get Caught Unprepared2011
The 2010 Activist Investor ConferenceAssessing the Vulnerability of a Board of Directors2010
Shareholder Democracy: Good, Bad or Unimportant?Shareholder Democracy: Good, Bad or Unimportant?2010
Shareholder Activism TrendsShareholder Activism Trends2010
M&A Due Diligence and IntegrationM&A Due Diligence and Integration2010
Activist Update for IR: Essential Steps and Strategies for Coping with Shareholder Activism in 2010Activist Update for IR: Essential Steps and Strategies for Coping with Shareholder Activism in 20102010
IMN's 3rd Annual Hedge Fund Activism and Shareholder Value SummitThe Board of Directors – Why Individuals Matter2009
Counseling the Board of Directors During the New Age of Activist ShareholdersCounseling the Board of Directors During the New Age of Activist Shareholders2009
A Case Study on Shareholder ActivismA Case Study on Shareholder Activism2009