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Bruce H. Goldfarb is a founder of Okapi Partners and serves as President and Chief Executive Officer. Bruce works extensively with corporate and mutual fund clients, as well as third party investor and shareholder groups, including private equity sponsors, hedge funds and arbitrage firms, in solicitation campaigns. He focuses on proxy solicitation strategy and execution for mergers and acquisitions, proxy fights and other extraordinary transactions.
Bruce has been involved in some of the most significant proxy solicitation situations of this decade. He has acted for parties in numerous contested acquisition transactions and proxy fights. In contested M&A situations, Bruce represented clients including: Hewlett-Packard in the proxy fight with Walter Hewlett and the successful solicitation of the merger with Compaq; the private equity consortium Valcon (comprised of KKR, The Blackstone Group, Thomas H. Lee Partners, The Carlyle Group, Hellman & Friedman and AlpInvest Partners) as information agent in the acquisition of VNU (now The Nielsen Company) that had opposition from hedge fund Knight Vinke and other investors; Novartis as proxy advisor in the acquisition of Chiron that was opposed by ValueAct; PeopleSoft in the acquisition of J.D. Edwards and its defense from the hostile bid by Oracle; Wachovia Corporation in its merger with First Union while defending it from an initial hostile bid by SunTrust; and TRW in its successful defense from a hostile bid by Northrop Grumman.
In other high-profile contested situations, Bruce has represented corporations and closed-end funds including: KT&G in the proxy fight against Carl Icahn and Steel Partners; The Walt Disney Company in its annual meeting that was contested by Roy Disney and Stanley Gold; Metromedia International Group in winning a proxy fight waged by The Elliott Group; Aetna in winning a proxy fight brought by Providence Capital; Adelphia in the contested approval by creditors of its plan of reorganization; and a number of closed-end management investment companies (including the Citigroup Asset Management funds in the transaction with Legg Mason, The Brazil Fund, The Korea Fund and Tri-Continental Corporation) in proxy fights with hedge funds and other activists.
Bruce also has acted as proxy solicitor for activist investors and other third parties in solicitation campaigns. He represented Harbinger Capital Partners in their opposition to the acquisition of Alpha Natural Resources by Cliff Natural Resources (which contributed to the termination of the proposed deal). He also recently completed a campaign for members of the Rockefeller family and other investors against ExxonMobil Corporation. Other representative engagements include: International Specialty Products in the successful election of a slate of dissident directors to the board of Hercules Incorporated; and OrbiMed Advisors in its successful “Just Vote No” campaign to derail a merger between Pharmacopeia and EOS Biotechnology.
In the international area, Bruce worked on the first major proxy fight in Australia at Coles Myer, the bid for Endesa by Gas Natural (the first hostile takeover bid in Spain), the global debt restructuring of The Republic of Argentina, as well as a number of proxy fights in Korea.
Bruce also specializes in providing solicitation advice to investment management companies. In addition to providing advice to closed-end funds engaged in proxy fights and rights offerings, Bruce has worked on proxy solicitation campaigns for mutual fund clients including DWS Scudder, Janus Capital, Putnam Investments, Credit Suisse Asset Management, Citigroup Asset Management (now Legg Mason), J&W Seligman, Fred Alger Asset Management, The Weitz Funds, Morgan Stanley Asset Management, MFS and The Blackstone Group.
Prior to establishing Okapi Partners, Bruce was the Senior Managing Director and General Counsel of Georgeson Inc. (now a subsidiary of Computershare Limited), where he headed the Global M&A Advisory Group.
Before entering the proxy solicitation business, Bruce was a Senior Vice President of the investment management firm, Scudder, Stevens & Clark, which is now a part of Deutsche Asset Management. He joined Scudder as a member of the Legal Department where he concentrated on transactions, including those involving mergers and acquisitions, international matters, alternative investment vehicles, off-shore funds and closed-end funds. Bruce also served as an executive officer of various closed-end funds advised by Scudder. He was the Chairman of Scudder’s Proxy Review Committee and he served as the point person for the Scudder Funds proxy solicitation effort relating to the acquisition of Scudder by Zurich Financial Services Group.
Bruce practiced corporate law at Cravath, Swaine & Moore for more than six years, where he specialized in mergers and acquisitions, securities transactions and international matters.
Bruce earned a B.A. in the History of Art from the University of Pennsylvania concurrently with a B.S. Econ., concentration in Finance, from its Wharton School. He also earned a J.D. from the Columbia University School of Law. |
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