Moore & Van Allen Represents MSC Industrial Direct in Transformational Equity Reclassification


Moore & Van Allen PLLC (MVA) is pleased to announce its role in the success of a monumental equity structure transformation on behalf of firm client MSC Industrial Direct Co., Inc. (“MSC”), a leading North American distributor of metalworking and maintenance, repair and operations products and services.

The transaction, which closed on October 4, simplified MSC’s dual class equity structure by eliminating MSC’s high-voting Class B Common Stock, which was held by the Jacobson/Gershwind family, and reclassifying the company’s common stock as a single class of equity. In connection with the reclassification, MSC adopted a variety of enhancements to the company’s governance to align the company’s policies and procedures with current best practices for public companies. 

As a result of the transaction, the Jacobson/Gershwind family will no longer control a majority of MSC’s voting stock and MSC will cease to be a controlled company. The reclassification transaction was recommended by a special committee of MSC’s board of directors and was approved by MSC’s shareholders on October 4.

Ryan Hart led an interdisciplinary team of MVA attorneys that brought this complex transaction to a successful completion. Other MVA attorneys who advised include Charles W. Kemp, Lesley Attkisson Lewis, Emily E. Vaughn, Sean Cheatle, and Will Reeves. Additionally, Felicia M. Gardner advised on executive compensation matters, Robert “Rob” A. Fisher advised on tax matters and Nader S. Raja advised on litigation matters.

“We were privileged to advise MSC every step of the way in this process, and proud of the outcome, which benefits the company, the family and, most importantly, MSC’s shareholders,” Hart said.



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