Our attorneys have wide-ranging experience over many years in the corporate governance arena. As a result of this expertise, our lawyers have been helping clients cope with the array of legislative and regulatory responses coming out of the U.S. Congress, the U.S. Securities and Exchange Commission and major U.S. stock exchanges.
MSC Industrial to Reclassify Its Equity Structure
- Client News
- June 21, 2023
Paul, Weiss advised the controlling shareholders of MSC Industrial Direct Co. in an agreement with MSC to reclassify the company’s equity structure, based on the recommendation of a special committee of independent directors. MSC is a leading North American distributor of a broad range of metalworking and maintenance, repair and operations products and services.
Under the agreement with the Jacobson/Gershwind family, each outstanding share of MSC’s high-voting Class B shares (10 votes per share) will be exchanged for 1.225 Class A shares (one vote per share) in stock. The family will also limit its voting stake to 15% of shares outstanding, and any shares the family owns in excess of 15% will be voted pro rata with the votes of the unaffiliated shareholders. The reclassification agreement, which will align the company’s corporate governance profile with current best practices for the benefit of all shareholders, is subject to approval by shareholders.
The Paul, Weiss team was led by Andrew Krause and Scott Barshay, and included corporate partners Raphael Russo, John Kennedy and Michael Vogel and counsel Patricia Vaz de Almeida and Frances Mi; executive compensation partner Andrea Wahlquist Brown; and tax partner Jeffrey Samuels.