Gary E. Thompson

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.

• Represented Smithfield Foods, the leading processor and marketer of fresh pork and processed meats in the US, in its strategic M&A program, leading over 20 transactions including: the carve-out sale of its Saratoga Food Specialties business; a majority investment in Granjas Carroll de Mexico; the acquisition of Clougherty Packing, with its Farmer John and Saag’s brands, from Hormel Foods; the sale of its beef processing and cattle feeding operations to Brazil's JBS S.A.; its bid for Swift & Company; its acquisition of the European meats business of Sara Lee Corporation; its purchase of the Refrigerated Meats and Cooks Hams businesses of ConAgra Foods; its acquisition of Farmland Foods through a contested bankruptcy auction; and its investment in Spain's Campofrío Alimentación, S.A.
• Represented Darden Restaurants in multiple transactions, including its $715 million acquisition by tender offer of Ruth’s Hospitality Group, its $800 million acquisition of Cheddar’s Scratch Kitchen and its $585 million acquisition of Yard House USA.
• Represented 3D Systems in the sale of its medical simulations business, Simbionix USA and Simbionix (Israel) , for $305 million; and its acquisition of Volumetric Biotechnologies for up to $355 million, enhancing 3D Systems’ efforts to develop bioprinted replacement human organs and other vascularized human tissues.
• Represented Huntington Ingalls Industries, America’s largest shipbuilding company and a provider of professional services to government and industry, in multiple transactions, including the acquisitions of Camber Holding Corporation, The M. Stoller Corporation, and the Engineering Solutions Division of The Columbia Group.
• 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 its acquisition of Blackbird Technologies, as well as multiple 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 Stock Building Supply Holdings in its $1.5 billion merger of equals with Building Materials Holding Corporation, to form a premier provider of diversified building products and construction services.
• 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.
• 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 S and 144A debt offerings.
• Represented a regional utility in its acquisitions of two municipal water systems.
• 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
• Represented a regional gas utility in a stock-for-stock acquisition of a public target with unique transmission and storage assets, including related ventures.
• 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.

• Listed as a “Recommended Lawyer” in Mergers & Acquisitions: Middle Market ($500m-999m) by Legal 500 United States (2015-2017, 2019-2020, 2022-2024)
• Recognized as a Leader in Corporate/M&A Law (2002-2020) and Eminent Practitioner (2021-2024) in Southern Virginia by Chambers USA
• Named Best Lawyers® “Lawyer of the Year” for M&A Law, Virginia (2019, 2024) and “Lawyer of the Year” for Corporate Law in Richmond, Virginia (2021)
• Ranked by The Best Lawyers in America© in the areas of Corporate Law and M&A (2005-2024)
• Recognized by the Global M&A Network as a “Top 50 M&A Lawyer” (2013, 2014 and 2022)
• Recognized by the Global M&A Network as “M&A Lawyer of the Year – Americas Middle Markets” (2012)
• Selected as a Super Lawyer for Mergers & Acquisitions, The Washington Post Magazine and Virginia & West Virginia Super Lawyers Magazine, 2006-2021, 2024
• Named among the Leading Lawyers for Consumer Goods and Services, Energy, Food and Beverage (2018-2021), and M&A (2024), USA, IFLR 1000
• M&A Atlas Awards: 2023 Global Markets Corporate Deal of the Year, Large Middle Markets; 2023 Global Markets Cross-border Deal of the Year, Large Middle Markets; 2022 Corporate Deal of the Year, Middle Markets; 2021 Mexico M&A Deal of the Year; 2021 Global Markets Corporate Deal of the Year, Middle Markets; 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 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
• Rated AV “Preeminent” by Martindale-Hubbell, its highest rating for legal ability and professional ethics

• University Council – Cornell University (2005-2009, 2011-2015, 2017–present)
• Board Member, Chesterton House center for Christian studies at Cornell University (2024-present)
• President of the Executive Board, Heart of Virginia Council, Boy Scouts of America (2011–2013); Executive Board Member (2002–present)
• Chairman and Board Member, Michael’s Episcopal School (2006–2011)
• Advisory Board, Trinity Episcopal School (2019-2023)
• Stewardship Committee – Reveille United Methodist Church
• Virginia Bar Association