Milbank

Corporate

Partner

Derek M. Winokur, co-head of Dechert’s private equity practice, represents private equity sponsors, strategic buyers and sellers, special committees, majority shareholders, investment banks and company management in public and private mergers and acquisitions both domestically and internationally. As a result of Mr. Winokur’s diverse client base, he is familiar with the pressure points of all deal parties in negotiations and works with clients to help anticipate and resolve issues. In addition, Mr. Winokur represents companies in connection with more general corporate matters, including public reporting obligations, recapitalizations, buybacks, reforming corporate governance, and capital market transactions. Mr. Winokur’s experience spans a wide range of industries, including technology, telecom, pharmaceuticals and manufacturing.

Mr. Winokur also has extensive experience advising both corporations and dissident shareholders in contests for corporate control. For instance, he advised Special Situations Partners and the shareholder group of Iridian Asset Management and Franklin Mutual Advisers in their respective successful proxy fights for ICN Pharmaceuticals, and represented PeopleSoft in responding to Oracle’s unsolicited tender offer and threatened proxy fight. More recently, Mr. Winokur represented a group of shareholders of USA Technologies, Inc. (USAT), who called themselves the “Shareholder Advocates for Value Enhancement” (SAVE), in a proxy contest that settled and resulted in USAT agreeing to: seat two of SAVE’s three director nominees; seat a third nominee if certain metrics were not achieved; implement a number of shareholder-friendly governance changes; and cover all of SAVE’s out-of-pocket expenses.

University of Pennsylvania Law School, J.D., magna cum laude, Order of the Coif, Articles Editor of the University of Pennsylvania Law Review Cornell University, B.A.