David Grubman

DAVID GRUBMAN co-leads Sidley’s global M&A practice and is a leading advisor to public companies, boards of directors and special committees on their most significant and strategically important transactions. He has almost 30 years of experience representing clients in complex and high-stakes mergers and acquisitions, strategic transactions, shareholder activism, and corporate governance matters. David’s practice encompasses public and private M&A, take-private transactions, tender offers, cross-border transactions, divestitures, joint ventures, carve-outs, and strategic investments, as well as contested M&A, proxy contests, activist engagements, and takeover defense.

David regularly advises Fortune 500 companies, leading private equity sponsors and their portfolio companies on transformative acquisitions, divestitures, mergers, strategic combinations, and other complex transactions involving multiple constituencies and challenging strategic, financial, and regulatory considerations. He also counsels boards of directors, special committees, and senior management on fiduciary duties, corporate governance, strategic alternatives, unsolicited acquisition proposals, shareholder activism, and other sensitive matters arising in connection with significant corporate transactions. His activist defense practice includes representing companies and boards in proxy contests, activist campaigns, and negotiated engagements with significant shareholders, as well as advising clients for extended periods on shareholder relations and activist preparedness.

“David is a superstar and is absolutely fantastic at engaging with clients. He is the perfect blend of being aggressive and creative when you need him to be.”
Chambers USA 2026

Chambers USA has ranked David in New York (2024–2025) and Pennsylvania: Pittsburgh & Surrounds (Band 1; 2020–2023) for Corporate/M&A and Private Equity, noting that clients said, “David is a sharp, sophisticated and creative deal lawyer” and “David is a phenomenal lawyer. He’s tactical, thoughtful and does a nice job of blending aggression and collaboration.” Dave was selected as one of the Lawdragon “500 Leading Dealmakers in America” (2026) and was named a “Northeast Trailblazer” by The American Lawyer (2022), one of the Best Lawyers in America (2018–2021), a “Star Lawyer” by Acritas (2019–2021), one of the “Most Effective Dealmakers” by The Legal Intelligencer (2021), and a “Rising Star” by Pennsylvania Super Lawyers (2010–2013).

David’s representative experience includes advising:

• The Brink’s Company (NYSE: BCO) in its approximately US$6.6 billion cash and stock acquisition of NCR Atleos Corporation (NYSE: NATL).
• MarineMax, Inc. (NYSE: HZO) in its US$1.5 billion all-cash take-private acquisition by Blackstone Infrastructure portfolio company Safe Harbor Marinas.
• Wabtec Corporation (NYSE: WAB) in its US$11.1 billion merger with GE Transportation, creating a global leader in rail equipment, systems and services.
• Evoqua Water Technologies Corp. (NYSE: AQUA) in its US$7.5 billion all-stock merger with Xylem Inc., creating a leading global water technology company.
• Orion Resource Partners, the majority owner of Sweetwater Royalties, in the combination of Sweetwater with Uranium Royalty Corporation in a transaction valuing Sweetwater at approximately US$1.9 billion.
• Slate Grocery REIT (TSX: SGR.UN) in advising the special committee of independent trustees as independent U.S. counsel in connection with its review and consideration of strategic alternatives following an unsolicited expression of interest.
• H&R Real Estate Investment Trust (TSX: HR.UN) in advising the special committee of independent trustees as independent U.S. counsel in connection with its review and consideration of strategic alternatives following an unsolicited expression of interest.
• Richard Walton, co-founder and largest shareholder of Noble Environmental, in connection with the acquisition by funds managed by Apollo.
• MSA Safety Incorporated (NYSE: MSA) in its US$555 million acquisition of Autronica Fire and Security from Sentinel Capital Partners.
• Lineage, Inc. (NASDAQ: LINE), the world’s largest global temperature-controlled warehouse REIT, in the US$247.0 million acquisition of multiple, existing cold storage warehouses and related assets from Tyson Foods, Inc.
• FirstEnergy (NYSE: FE) in the sale of its minority interest in Signal Peak Energy, the operator of the largest underground coal mine in the United States.
• Roper Technologies (NASDAQ: ROP) in the acquisition by its subsidiary, Aderant, of the legal technology assets from HerculesAI, a pioneer in AI-driven billing compliance and decision intelligence.
• The co-founders of Archaea Energy Inc. in the US$4.1 billion sale of the renewable natural gas producer to BP plc.
• U.S. Steel (NYSE: X) in connection with an option agreement for a potential US$2.4 billion iron-ore joint venture with Stelco.
• U.S. Steel (NYSE: X) in its US$640 million sale of Transtar to an affiliate of Fortress Transportation and Infrastructure Investors.
• Asbury Automotive Group, Inc., one of the largest automotive retail and service companies in the U.S., in its acquisition of Jim Koons Automotive Group of Companies for approximately US$1.2 billion in cash.
• RTI International (NYSE: RTI) in its US$1.5 billion sale to Alcoa Inc.
• NRG Energy Inc. (NYSE: NRG) in its US$1.375 billion sale of NRG Yield and NRG’s renewable energy platform.
• Calgon Carbon Corporation (NYSE: CCC):
  
  • in its US$1.3 billion sale to Kuraray Co., Ltd.
  • in its US$1.1 billion merger with Kuraray Co., Ltd.
  • in the €145.5 million (US$160.1 million) acquisition of the wood-based activated carbon, reactivation, and mineral-based filtration media business of CECA.
  • in connection with shareholder activism matters and its engagement with Starboard Value.
• MarineMax, Inc. in connection with the US$1.1 billion unsolicited takeover bid by Donerail Group LP.
• Shiseido:
  
  • in its US$845 million acquisition of Drunk Elephant.
  • in connection with the acquisition of Gurwitch Products, LLC from Alticor, Inc.
  • in connection with the sale of its RéVive Skincare brand to an affiliate of Tengram Capital Partners.
  • in connection with the acquisition of substantially all of the assets of Olivo Laboratories, LLC, a startup advancing the dermatological field through proprietary biomaterials technology.
• BioMarin Pharmaceutical Inc. (NASDAQ: BMRN) in connection with shareholder activism matters and its engagement with Elliott Management.
• Matthews International Corporation (NASDAQ: MATW) in multiple proxy contests and activist engagements with Barington Capital.
• NEP Group, Inc., a Pittsburgh-based global leader in outsourced technical production for producers of live sports, entertainment, music, and corporate events, in connection with the acquisition by Carlyle Global Partners of a majority stake in NEP Group.
• Black Box Corporation in its sale via tender offer to AGC Partners Ltd.
• XIO Group in its acquisition of Lumenis Ltd., the world’s largest energy-based medical company for surgical, ophthalmology, and aesthetic applications, for US$14 per share in cash, for an aggregate purchase price of approximately US$510 million.
• LIXIL Corporation, a leading Japanese manufacturer of building materials and housing equipment, in its acquisition of ASD Americas Holding Corp. from Sun Capital Partners for US$542 million.
• Coronado Coal LLC in the acquisition of the Curragh coal mine in central Queensland, Australia, from Wesfarmers Limited for A$700 million (US$530 million).
• Wolf Furniture Enterprises, Inc. in the sale of substantially all of the assets of the company, a family-owned furniture retailer operating under the Wolf name for more than 115 years, to Art Van Furniture, Inc., a portfolio company of Thomas H. Lee Partners.
• Confluence Technologies, Inc., a financial services data management software development company based in Pittsburgh, Pennsylvania, in its acquisition by private equity firm TA Associates.

• Northwestern University Kellogg School of Management, Executive Leadership Program Certification, 2025