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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 and investor response 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 campaigns of this century. He has acted for parties in numerous contested acquisition transactions and proxy fights. In contested M&A situations, Bruce represented clients including: TPG Capital in its acquisition of J.Crew Group; China Fire & Security Group and China Security & Surveillance Technology in going private transactions; Green Mountain Coffee Roasters in its acquisition of Diederich Coffee; KPN in its acquisition of iBasis; Answers Corporation in its acquisition by a portfolio company of Summit Partners; Hardinge, Inc. in its successful defense against an unsolicited bid by Industrias Romi S.A.; Hewlett-Packard in the proxy fight with Walter Hewlett and the successful solicitation of the merger with Compaq; a private equity consortium comprised of KKR, The Blackstone Group, AlpInvest, Hellman & Friedman, The Carlyle Group and Thomas H. Lee Partners in the acquisition of VNU, 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 initial defense from the hostile bid by Oracle; Wachovia Corporation in its merger with First Union while defending it from a hostile bid by SunTrust; and TRW in its successful initial defense from a hostile bid by Northrop Grumman.
In other high-profile contested situations, Bruce has represented corporations and closed-end funds including: Denny’s Corporation in its successful director election campaign defeating a dissident slate nominated by a group of activist hedge funds; Register.com in its proxy fight against Ramius and Barington Capital; 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 Starboard Value LP in its successful director election campaign at Regis Corporation; Casablanca Capital in its campaign at Mentor Graphics Corporation; Benihana of Tokyo in its “Vote No” campaign and subsequent proxy fight for board seats at Benihana, Inc.; Wynnefield Capital in two director election campaigns at Crown Crafts, Inc.; Seneca Capital in its campaign opposing the acquisition of Dynegy, Inc.; JANA Partners in its campaign opposing the acquisition of WuXi PharmaTech by Charles River Laboratories; and Harbinger Capital Partners in their opposition to the acquisition of Alpha Natural Resources by Cliffs Natural Resources (which contributed to the termination of the proposed deal). He also completed campaigns for Kistefos AS against Trico Marine Services; members of the Rockefeller Family and other investors against ExxonMobil Corporation; and for investors running for election to the board of Napster Inc. (which led to the proposed sale of the Company). 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, and a number of going-private transactions for Chinese companies.
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, Franklin Templeton Investments, the Quaker Funds, Janus Capital, Putnam Investments, Credit Suisse Asset Management, Citigroup Asset Management (now Legg Mason), J&W Seligman (now part of Ameriprise), Fred Alger Asset Management, The Weitz Funds, Morgan Stanley Asset Management and MFS Investment.
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 J.D. from the Columbia University School of Law. He also 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.
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