Chair, Mergers & Acquisitions Practice Group
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Los Angeles Direct: 310.312.4238 General: 310.312.4000 Fax: 310.312.4224
New York Direct: 212.790.4534 General: 212.790.4500 Fax: 212.790.4545
Emory Law School, J.D., with high honors, May 1999.The Order of the Coif; Charles E. Watkins, Jr. Scholar Award.Articles Editor, Emory Law Journal; Dean’s Teaching Fellow.
New York University, Stern School of Business, M.B.A., with distinction in Finance and Accounting, September 1995.Beta Gamma Sigma Honor Society; Stern Scholar.
University of Pennsylvania, B.A., with distinction in International Relations, magna cum laude, May 1993.
David Grinberg's practice focuses on mergers and acquisitions, including tender offers, proxy contests, hostile takeovers and special committee representation, and underwritten securities offerings, including initial public offerings and public and private offerings of equity and debt.
Mr. Grinberg performs services for a full range of clients, from closely held concerns to exchange-listed companies in a variety of industries, as well as investment banks, institutional investors and financial advisors. In addition, Mr. Grinberg also advises clients and their boards of directors with respect to governance, corporate strategy and matters related to shareholder activism.
He is currently chair of the firm's Mergers and Acquisitions Practice Group, Editor of the firm's M&A Newsletter and a member of the firm's Business, Finance and Tax Division.
Mr. Grinberg was selected as a Southern California Rising Star by Los Angeles magazine for the years 2006 through 2012. He was recently selected as one of California's 20 top lawyers under 40 by the Daily Journal. Mr. Grinberg was named one of the nation's leading lawyers in Mergers, Acquisitions & Buyouts in the 2009 edition of Legal 500, and he was cited as among the "Top 40 M&A Lawyers" of 2011 in the Los Angeles Business Journal.
Mr. Grinberg is a member of the Advisory Board of the Institute for Corporate Counsel. Mr. Grinberg has published numerous articles covering a variety of topics in the M&A area.
Prior to joining Manatt, Mr. Grinberg worked in the New York office of Skadden, Arps, Slate, Meagher & Flom.
Selective M&A Transactions
Audit Committee of the Board of Directors of Sucampo Pharmaceuticals - Special counsel to Audit Committee of the Board of Directors in connection with $80 million cash and debt acquisition of Sucampo AG, a Swiss‐based patent holding company, and its wholly owned subsidiary Sucampo AG Japan, a patent maintenance company.
Special Committee of Board of Directors of Pacific Union Bank - Counsel to special committee of Board of Directors in connection with $300 million cash and stock acquisition by Hanmi Financial.
Houlihan Lokey - Outside counsel in the following transactions:
Ria Envia, Inc. - Outside counsel in $510 million cash and stock acquisition by Euronet Worldwide Inc.
Kinecta Federal Credit Union - Outside counsel in $45 million cash acquisition of Navicert Financial Inc. d/b/a Nix Check Cashing.
Heritage Oaks Bank - Outside counsel in $30 million acquisition by Coast National Bank's Morro Bay branch.
Telscape Communications - Outside counsel in acquisition of Sage Telcom.
Psyop Media Company - Outside counsel in investment by, and joint venture with, private equity fund (pending).
Psyop Media Company - Outside counsel in "partnership freeze-out" transaction and restructuring.
Paskal Lighting - Outside counsel in acquisition by Production Resource Group.
BMG Rights Management - Outside counsel in acquisition of Bug Music.
CC Metals and Alloys - Outside counsel to minority shareholder in acquisition by Optima Group.
Danmer, Inc. - Outside counsel to management in leveraged buy‐out from majority shareholders.
Ridgeline Energy - Outside counsel in acquisition of a solar photovoltaic electricity generating project from Alternative Energy Group and Scatec Solar North America.
Ridgeline Energy - Outside counsel in potential acquisition of substantially all of the assets of a solar energy project from Solargen Energy.
FdG Associates - Outside counsel in acquisition of portfolio company Vintage Nurseries by minority shareholder.
Account Control Technology - Outside counsel in acquisition of Diamond D.
Project Playlist and Playlist.com - Outside counsel with respect to exit from bankruptcy and sale to sponsor group and private equity fund.
S.B. Restaurant Co. - Outside counsel to group of dissenting shareholders.
Moelis Capital Partners - Outside counsel in $200 million recapitalization of Opportunity Bancshares.
Patient Safety Technologies - Outside counsel to group of private equity investors and new management team in a hostile‐turned‐friendly control investment.
Moelis & Company - Outside counsel to Moelis & Company in its role as financial advisor in the following transactions:
Concord Music Group - Outside counsel in connection with the following transactions:
Private Equity Fund - Outside counsel in connection with potential investment in bank holding company.
Channel M - Outside counsel in stock acquisition by PlayNetwork.
Boat International Media Limited - Outside counsel in cash acquisition of ShowBoats International.
Sonus Networks - Outside counsel in connection with activist stockholder.
AEG Events & Media - Outside counsel in cash and equity acquisition of ThemeStar Limited.
Parco - Outside counsel in cash acquisition of Hydr-O-Seal.
First Financial Bancorp - Outside counsel in connection with the following transactions:
Image Entertainment - Outside counsel in $130 million cash acquisition by a private investor group.
NorthWestern Corporation - Outside counsel in $2.2 billion cash acquisition by Babcock & Brown Infrastructure Limited.
Placer Sierra Bancshares - Outside counsel in $650 million stock acquisition by Wells Fargo & Company.
Deutsche Bank - Outside counsel to Deutsche Bank in its role as financial advisor to SCPIE Holdings in $281 million sale to The Doctors Company.
Modern Health Laboratories - Outside counsel in cash acquisition by Guthy-Renker Corporation.
Hawthorne Financial Corporation - Outside counsel in $500 million cash acquisition by Commercial Capital Bancorp.
Affordable Residential Communities (REIT) - Outside counsel in connection with the following transactions:
Central Pacific Financial, Inc. - Outside counsel in $425 million non-negotiated, cash and stock takeover by CPF of CB Bancshares, Honolulu, Hawaii.
Cendant Mortgage - Outside counsel in connection with $155 million acquisition of Merrill Lynch's mortgage subsidiary.
QAD Inc. - Outside counsel in connection with the repurchase of 2.6 million shares of common stock in a "modified Dutch auction" self-tender offer.
Heritage Commerce Corp. - Outside counsel to group of dissenting shareholders in proxy contest at 2004 annual meeting.
Pacific Crest Capital - Outside counsel in connection with $135 million cash acquisition by Pacific Capital Bancorp.
Cedars Bank - Outside counsel in connection with $120 million cash acquisition by First Community Bancorp.
Slippery Rock Financial Corp. - Outside counsel in connection with $80 million cash and stock acquisition by F.N.B. Corp.
First Continental Bank - Outside counsel in connection with $50 million acquisition by UCBH Holdings.
SunTrust Banks, Inc. - Outside counsel in connection with $14.7 billion hostile exchange offer and proxy contest for Wachovia Corp.
Bancorporation - Outside counsel in connection with $2.0 billion hostile exchange offer and proxy contest for Dine Bancorp.
Commercial Bank of New York - Outside counsel in connection with $175 million cash acquisition by North Fork Bancorporation.
Selective Capital Markets/Financing Transactions
Signet Media Group - Outside counsel in connection with convertible debt financing and joint venture with a subsidiary of America Movil (a leading Latin American telecommunications firm).
Active ImageNation - Outside counsel in connection with series B preferred stock financing by Intertainment Media (Canadian public company focused on traditional and new media sectors).
Freshology - Outside counsel in connection with convertible bridge financing with private equity fund.
Meruelo Maddux Properties - Underwriters' counsel (Friedman Billings Ramsey, UBS, KeyBanc Capital Markets and RBC Capital Markets) in connection with $400 million initial public offering of common stock.
CBRE Realty Finance - Underwriters' counsel (Credit Suisse, Deutsche Bank Securities, Citigroup and Wachovia) in connection with $125 million initial public offering of common stock.
CBRE Realty Finance - Underwriters' counsel (Credit Suisse, Deutsche Bank Securities, Citigroup and Bank of America) in connection with $300 million 144A offering of common stock.
Preferred Bank - Issuer's counsel in connection with $90 million initial public offering of common stock.
Anworth Mortgage Asset Corporation - Issuer's counsel in connection with $25 million public offering of Series A Preferred Stock and $25 million public offering of Series B Convertible Preferred Stock.
Downey Financial Corp. - Issuer's counsel in connection with $200 million senior note public offering.
Alamosa Holdings - Issuer's counsel in connection with $70 million common stock secondary offering; Issuer's counsel in connection with $150 million 144A high-yield debt offering.
Who’s Who in L.A. Law: Top 40 M&A Lawyers, Los Angeles Business Journal, 2011.
Southern California Rising Star, Los Angeles magazine, 2006-2012.
Nation's Leading Lawyers in Mergers, Acquisitions & Buyouts, Legal 500, 2009.
California's 20 Top Lawyers Under 40, Daily Journal, 2009.
Co-Author, “New Requirements to Consider When Dealing with Fairness Opinions,” Business Law Today, September/October 2008.
Co-Author, “United Rentals Denied Specific Performance, Cerberus Walks: Use of Forthright Negotiator Principle a Cautionary Tale for M&A Professionals,” The M&A Lawyer, March 2008.
“An Overview of Key Amendments and Proposals,” Mergers & Acquisitions Law 2007: Top Lawyers on Trends and Key Strategies for the Upcoming Year, September 2007.
“Private Equity Buyers Beware? Delaware Court Issues Warning on Auction Process,” Business Law Update, Spring 2007.
Co-Author, “A Comeback For Tender Offers?” Mergers & Acquisitions: The Dealmaker’s Journal, March 2007.
Featured in “Manatt Partner Sounds Off on M&A Market,” Mergers & Acquisitions Report, January 2007.
“Mergers and Acquisitions Roundtable,” California Lawyer, June 2006.
Co-Author, “A Sure Thing Versus the Peak Price: Courts Take a Real-World View on This Historic Balance,” Mergers & Acquisitions: The Dealmaker’s Journal, June 2006.
“Will Your Defensive Line Be Too Strong? Designing M&A Defensive Strategies,” Insights: The Corporate & Securities Law Advisor, December 2005.
“The Long Arm of Due Diligence,” Inside the Minds: Winning Legal Strategies in Mergers & Acquisitions.
Admitted to practice in the states of California and New York.
Member, Advisory Board, Institute for Corporate Counsel.
Member, American Bar Association, Business Law Section, Committee on Negotiated Acquisitions.
Member, Los Angeles County Bar Association.
Interview, “Mergers: When Will Action Replace Talk?” CFO.com, November 6, 2009.
Speaker, “M&A Update,” Bowne/PLI Securities Law Update, Los Angeles, California, January 16, 2008.
Co-Chair, West Legalworks’ Western M&A Forum, San Francisco, California, April 25, 2007.
Speaker, “Legal Considerations for Structuring Corporate Combinations,” IncreMental Advantage’s Mergers & Acquisitions Due Diligence Conference, San Francisco, California, April 17 & 20, 2007.
Speaker, “Evaluating Your Corporate Development Strategy,” The 15th M&A Advisor Conference, Chicago, Illinois, June 19 & 20, 2006.
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