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Representative securities regulation matters

  • SEC registered spinoff of principal division of OTCBB technology company.
  • SEC-registered partial spin-off and third-party funding of “legacy” assets and technology of commercial Nasdaq-listed biopharmaceutical company.
  • Proxy solicitation relating to special stockholder approval of initial “business combination” by SPAC.
  • SEC-registered stock-for-stock merger acquisition by Nasdaq-listed development-state oncology company.
  • Going-private transaction of Nasdaq-listed hospital owner and operator sponsored by management and one of the nation’s largest management buy-out firms.
  • SEC-registered partial spin-off of principal division of Nasdaq-listed media services company.
  • Proxy statement relating to approval of $260 million cash merger acquisition of NYSE-listed manufacturing company.
  • Proxy solicitation and exchange offer relating to stock option repricing program of Nasdaq-listed biopharmaceutical company.

Representative corporate governance matters

  • Represented Nasdaq-listed commercial biopharmaceutical company in parallel internal and SEC investigations into alleged stock price manipulation.
  • Represented privately held, major producer of all-natural and all-organic beef in USDA investigation under the Packers and Stockyards Act.
  • Represented foreign family in an attempt to recover $80 million investment in fraudulent real estate fund.
  • Performed internal compliance and governance review on behalf of not-for-profit BCS bowl organization.
  • Represented joint special litigation committee of Nasdaq-listed company and its subsidiary in investigating and obtaining dismissal of shareholder derivative claims.
  • Represented audit committee of Fortune 100 software company in separate investigations of internal financial controls and of a conflict of interest transaction with the founder and CEO.
  • Represented compensation committee of one of the nation’s largest public utility holding companies in negotiated resolution of a phantom stock-based executive compensation plan at its unregulated subsidiary.
  • Represented board of directors of one of the nation’s largest public utility holding companies and of its regulated utility in connection with special issues arising from California’s energy crisis.
  • Represented audit committee of a Nasdaq-listed government testing services company in internal investigation into alleged financial accounting irregularities.
  • Represented a National-listed biotechnology company in internal investigation of possible prohibited loans under Section 402 of SOX.
  • Represented board of directors of association of community colleges in internal investigation of possible joinder of a class-action lawsuit.
  • Represented special committee of privately held electronics manufacturer in connection with company’s recapitalization.
  • Represented special committee of Nasdaq-listed company in investigation of alleged accounting fraud.

Representative Matters