Gemma L. Descoteaux

Gemma Descoteaux is a partner in the Corporate Practice Group in the firm's Dallas office. She is also a member of the firm's Compensation Committee. 

Areas of Practice

Gemma represents buyers and sellers in mergers, acquisitions and divestitures; participants in complex domestic, international and cross-border joint ventures and partnerships; providers and customers of outsourcing services; and companies who are in need of sound corporate commercial counsel in industries that include technology, real estate, entertainment/news media, manufacturing, business process outsourcing and healthcare.

Gemma is a seasoned and practical business partner to clients as they strategically merge, acquire, divest, collaborate and align within the marketplace. She brings a unique and practical perspective on legal matters as a result of her work on a seconded basis at Olin Corporation, where she negotiated and drafted commercial agreements, managed a large inter-disciplinary team and coordinated acquisition integration related matters; her work as a contract negotiator on the business side at Texas Instruments, where she negotiated complex defense systems and electronics joint venture agreements, advanced development agreements and intermediate and high volume production contracts; her work in-house at EXE Technologies, where she provided commercial and IPO counsel; her work on a seconded basis at Computer Sciences Corporation, where she managed the company's M&A matters and negotiated strategic alliances; and at ACS, where she handled securities and board governance matters and negotiated M&A transactions.

Experience

Representative Transactions

• Counsel to Conduent, Inc., in the sale of its firehouse software business suite of emergency records management products to ESO Solutions, Inc.
• Counsel to Conduent, Inc., in the sale of three healthcare consulting businesses to ATOS, SE.
• Counsel to Wrapports Holdings LLC in the sale of the Chicago Sun-Times and the Chicago Reader to an investor group, including Edwin Eisendrath and the Chicago Federation of Labor.
• Counsel to AIM Media Midwest, LLC, in its acquisition of the Ohio print and online newspaper publishing assets and commercial printing assets of Civitas Media LLC.
• Counsel to AIM Media Indiana, LLC, in its acquisition of the Indiana print and online newspaper publishing assets and commercial printing assets of Home News Enterprises.
• Counsel to an international company specializing in biopharmaceuticals in its acquisition of a world-class facility for the development and manufacture of life-saving biopharmaceuticals and biotechnology and vaccine capabilities.
• North American M&A counsel to a French public company in the negotiation of international joint venture arrangements in excess of $2 billion; the negotiation of multiple transformative acquisitions, including the acquisition and subsequent operation of steel manufacturing facilities in Houston and Youngstown, Ohio,  and the acquisition of a steel drill pipe manufacturing facility in Houston from a Canadian corporation; the construction of a $1 billion rolling mill in Ohio; and general corporate matters.
• Counsel to a U.S. public provider of technology-enabled business solutions and services, including cloud, cybersecurity, big data and mobility, in the divestiture of multiple business units exceeding $1 billion in the aggregate and the formation of strategic joint ventures.
• Counsel to a U.S. public business process outsourcer and integrated information-based loyalty and marketing solutions corporation in connection with numerous private acquisitions and the negotiation of outsourcing service contracts.
• Counsel to a U.S. public business process outsourcing and information technology services provider in connection with multiple private acquisitions; advised the company regarding public company governance and securities matters.
• Counsel to a leading independent pharmaceutical company in multiple public offerings, acquisitions and divestitures exceeding $1 billion in the aggregate, including the acquisition of a public pediatric pharmaceutical corporation; long-term licensing of pharmaceutical products and technologies; pharmaceutical development projects; the acquisition of various pharmaceutical products; and international transactions involving the acquisition of the North American rights to the dominant natural, cosmetic wrinkle filler.
• Counsel to multiple newspaper publishing, printing and distribution companies in the acquisition and divestiture of more than 100 suburban newspapers; the negotiation of long-term print and distribution agreements.

Honors

Dallas 500, D CEO, 2020

Texas Super Lawyers, Super Lawyers, 2019

Best Mentor, Texas Lawyer Professional Excellence Awards, 2019

Best Lawyers in Dallas, D Magazine, 2016-2019

Best Lawyers in America, Best Lawyers, 2016-2020

Top 50 Women Lawyers in Dallas, National Diversity Council, 2017

Outstanding Director, Dallas Women Lawyers Association, 2017

Media Mentions

Speaking Engagements

• Panelist, D CEO Women Leaders in Law Breakfast Panel, Dallas, TX, February 18, 2020