Gary is Senior Counsel to the firm, focusing on pro bono matters and community service.

For nearly 40 years, Gary was a nationally recognized M&A lawyer who was trusted by his clients to handle their most important transactions. Gary represented public and private companies in connection with domestic and cross-border mergers, acquisitions, divestitures, joint ventures, strategic partnerships, carve-out transactions, minority investments and governance matters. Gary represented clients in a broad range of industries, with a particular focus on the consumer products, technology, defense and energy sectors. Gary brought practical business judgment and a results-oriented approach to solving challenging deal issues, which resulted in his recognition as one of the top M&A lawyers in the United States.

Gary has been recognized as “Lawyer of the Year” for M&A Law, Virginia (2019 and 2024) and “Lawyer of the Year” for Corporate Law in Richmond, Virginia (2019), by The Best Lawyers in America; he has been recognized by that publication in the areas of corporate and M&A law since 2005. He was named an “Eminent Practitioner” by Chambers USA in 2021, having been recognized by that publication in the areas of Corporate Law and M&A since 2002. Gary was also recognized among the “Top 50 M&A Lawyers” (2013, 2014 and 2022), and as the 2012 “M&A Lawyer of the Year – Americas Middle Markets” by the Global M&A Network, and has led deal teams that were awarded 12 M&A Atlas Awards. He has also been recognized as a leading business lawyer by publications such as Virginia Super Lawyers and Virginia’s Legal Elite.

Gary is active in the community, having served as President of the Boy Scouts of America's Heart of Virginia Council, Chairman of the Board of Trustees of St. Michael’s Episcopal School and a member of the Advisory Board of Trinity Episcopal School. An alumnus of Cornell University, Gary is a Life Member of the Cornell University Council, a board member of Chesterton House, and is past President of the Cornell Club of Central Virginia.

Bar Admissions

Education
JD, Boston University School of Law, 1984

AB, History, Cornell University, 1981

• Represented Raytheon Company, a technology and innovation leader specializing in defense, homeland security and other government markets throughout the world, in its successful tender offer for Applied Signal Technology, and in several other acquisition transactions.
• Represented Progress Energy in its $30 billion stock-for-stock merger with Duke Energy to create the country's largest regulated utility.
• Represented Smithfield Foods, the leading processor and marketer of fresh pork and processed meats in the US, in its strategic M&A program; over 20 transactions to date include the sale of its beef processing and cattle feeding operations to Brazil's JBS S.A., its bid for Swift & Company, its acquisitions of the European meats business of Sara Lee Corporation, the refrigerated meats business and Cooks Hams business of ConAgra Foods, its acquisition of Farmland Foods through a contested bankruptcy auction, and its investment in Spain's Campofrío Alimentación, S.A.
• Led the successful defense of Chesapeake Corporation against a hostile takeover attempt, employing the rarely-used "Pac Man" defense to launch a tender offer against the raider and a consent solicitation directed to the raider's stockholders, resulting in the raider being acquired by a third party; led team that obtained a landmark ruling in Delaware Chancery Court against the raider's directors for breach of fiduciary duties in adopting takeover defenses.
• Represented a Fortune 500 company in its IPO and an aggressive acquisition program that built the fourth largest grocery wholesaler and retailer in the US. Worked closely with management to structure, negotiate, finance and close more than 20 transactions, including stock-for-stock and cash-for-stock mergers, tender offers, asset acquisitions and the acquisition of a regional grocery chain through the "prepackaged" bankruptcy of the target.
• Represented an international specialty packaging company in its acquisitions, dispositions, capital markets transactions and governance matters, including US mergers, UK tender offers, US equity offerings, and Reg. S and 144A debt offerings.
• Represented a public technology company that provided safety and source verification products to the food and agricultural industries in its financings, SEC reporting and governance matters, including PIPES equity placements and technology development joint ventures.
• Represented a regional gas utility in a stock-for-stock acquisition of a public target with unique transmission and storage assets, including related financings.
• Special Counsel to the Audit Committee of a publicly held software company in connection with an options pricing investigation, and Special Counsel to Board of Directors of a publicly held specialty retailer in connection with replacing senior management and planning for reorganization proceedings.

• President of the Executive Board, Heart of Virginia Council, Boy Scouts of America (2011-2013); Executive Board Member (2002 – present)
• Chairman and Board Member, St. Michael’s Episcopal School (2006-2011)
• University Council - Cornell University (2005-2009, 2011-2015, 2017-present)
• Stewardship Chair, Church Council – Reveille United Methodist Church
• Virginia Bar Association

• Legal 500 USA: The Clients’ Guide to the US Legal Profession. Recommended Lawyer in Mergers & Acquisitions/Corporate and Commercial, 2016-2017
• Top 50 Americas M&A Lawyers, 2013-2014
• 2012 M&A Lawyer of the Year – Americas Middle Markets
• M&A Atlas Awards: 2017 North American Food and Beverage M&A Deal of the Year, Middle Markets; 2016 Global Major Markets – American Deal of the Year ($1 billion - $5 billion); 2015 North American Corporate Deal of the Year, Middle Markets; 2014 U.S. Small Markets Deal of the Year; 2013 Global Major Markets – Utilities & Power Deal of the Year; 2012 Deal of the Year, Americas Large Middle Markets; and 2011 North American Corporate Deal of the Year, Middle Markets
• Leader in the Field, Corporate/M&A - Virginia, Chambers USA: Guide to America’s Leading Lawyers for Business, 2003-2017
• “Best Lawyer,” Corporate Law and Mergers & Acquisitions Law, The Best Lawyers in America, 2005-2018
• “Super Lawyer” Virginia Super Lawyers magazine, 2006-2017
• AV “Preeminent” Peer Review Rated in Martindale-Hubbell. A description of the selection methodology can be found on Martindale-Hubbell’s webpage.

• Hunton Andrews Kurth 2019 M&A Reporter
• M&A Reporter