Gary chairs the firm's Mergers & Acquisitions Practice Group and has 30 years' experience in mergers and acquisitions as well as public and private capital formation. This includes billion-dollar public company mergers, national industry consolidation acquisition programs for private equity portfolio companies, and numerous public offerings, including IPOs and private placements of debt or equity. Gary leads the firm's acquisition process management initiative. He has counseled boards of directors and senior management of listed companies on complex fiduciary duty and governance issues such as going-private transactions, activist shareholder proxy contests and takeover defenses. Gary's clients have included some of the largest companies in their respective industries. Specifically, Gary's experience includes structuring, negotiating and documenting public and private stock purchase, asset purchase and merger transactions, including tender offers and joint ventures; structuring and implementing national acquisition programs; representation of Real Estate Investment Trusts in acquisition and capital formation transactions; and counseling issuers in connection with Securities Act and Securities Exchange Act compliance and disclosure matters. He has also represented issuers, private investment funds and accredited investors in early-stage venture capital and pre-IPO capital formation rounds. Gary's work with boards of directors includes counseling regarding independent committee, crisis management and corporate governance best practices. He has also counseled boards and management regarding implementation of multiple class equity structures, including tracking stock and non-voting common stock. Gary leads the Husch Blackwell Lean Six Sigma Pilot Program for Acquisition Transactions, which is developing service methods that deliver faster, more efficient, high quality acquisition services and transaction management under alternative fee arrangements. A Partner since joining the firm in 1993, Gary has served as Chair of the Mergers & Acquisitions Practice Group since 2008. He was also Chair of the Recruiting Committee from 1997 to 2000 and Founding and Managing Partner of the Omaha office from 1995 to 1997. He joined Husch Blackwell after practicing with Shook, Hardy & Bacon from 1985 to 1993. Awards & Recognitions · The Best Lawyers in America, Securities/Capital Markets Law, 2010-2012 · Chambers USA, Corporate/Mergers & Acquisitions (Missouri), 2008-2011 · Missouri & Kansas Super Lawyers, Mergers & Acquisitions, 2005-2011 Professional Associations & Memberships · American Bar Association, Business Law Section, Mergers & Acquisitions Committee · The Association for Corporate Growth · Financial Executives International · Kansas Bar Association · The Missouri Bar · National Association of Corporate Directors · National Association of Real Estate Investment Trusts · Society of Corporate Secretaries & Governance Professionals Civic Involvement · Federal Bureau of Investigation, Kansas City Citizen's Academy · Junior Golf Foundation of Greater Kansas City, The First Tee Program, Board of Directors Experience · Represented the controlling shareholder of an exchange listed company in structuring, negotiating and closing a $1.4 billion joint venture and merger that also provided long-term real estate development facilities, under a structure that reduced federal tax liabilities by approximately $220 million · Represented the board of directors of a Nasdaq-listed company in an auction process and $45 million acquisition by a Korean entity · Represented a New York Stock Exchange listed Fortune 500 company in an activist shareholder dispute and related proxy battle · Represented a Fortune 500 public company in an activist shareholder dispute, auction process and sale to a domestic competitor · Represented a Fortune 500 listed company in connection with the $280 million acquisition of its largest franchisee group · Represented a Fortune 500 New York Stock Exchange listed company in a $145 million registered direct offering of common stock · Represented a New York Stock Exchange listed Fortune 500 company in the structuring and adoption of a shareholder's rights plan and examination of anti-takeover provisions · Represented a Nasdaq-listed public company in the structuring and adoption of a shareholder's rights plan along with additional anti-takeover provisions · Represented a Nasdaq-listed company and the largest manufacturer in its industry in the negotiation of its sale by merger to two private investment funds · Represented a Nasdaq-listed public company in a reverse stock split transaction and subsequent delisting · Represented a Nasdaq-listed public company in a reverse stock split recapitalization · Represented a closely held technology manufacturing company in the $70 million sale of substantially all of its assets News & Publications News 10.19.11, Super Lawyers 2011 Names 71 Husch Blackwell Attorneys from Missouri and Nebraska; an Additional 15 Listed as Rising Stars 9.6.11, More Than 100 Husch Blackwell Attorneys Named to Best Lawyers 2012 6.13.11, Husch Blackwell Receives High Rankings, Praise from Clients in Chambers USA 2011 5.6.11, The Deal: In the Middle Looking Out 4.15.11, Kansas City Business Journal: Pent-Up Demand For Deal Activity 1.27.11, Husch Blackwell Successfully Defends Hotelier John Q. Hammons in Shareholder Litigation, Defeats $93 Million Damage Claim 10.13.10, Missouri & Kansas Super Lawyers 2010 Names 64 Husch Blackwell Attorneys; An Additional 20 Listed as Rising Stars 10.22.09, Missouri & Kansas Super Lawyers 2009 Names 73 Husch Blackwell Sanders Attorneys Publications 8.5.10, Impacts of the Dodd-Frank Wall Street Reform and Consumer Protection Act on Executive Compensation and Corporate Governance 2.17.10, SEC Issues Interpretive Guidance on Disclosure of Business or Legal Developments Regarding Climate Change and Related Issues 2.5.10, FTC Announces Decreased Hart-Scott-Rodino Thresholds for 2010 2.1.10, DOJ Announces $900,000 Settlement with Smithfield Foods for "Gun Jumping" 12.28.09, SEC Clarifies Transition Rules and Effective Dates for Expanded Disclosure Requirements 12.22.09, SEC Expands Disclosure Requirements on Compensation and Corporate Governance Issues and Accelerates Reporting of Shareholder Votes for Public Companies 10.30.09, SEC Defers SOX 404 Attestation Requirement for Smaller Companies 10.1.09, NYSE Proposed Amendments to Corporate Governance Listing Standards 8.11.09, Proposed Rules Expand Compensation and Corporate Governance Disclosure Requirements for Public Companies 7.15.09, SEC Approves Amendment to NYSE Rule 452 6.16.09, Recent Amendments to the Delaware General Corporation Law and SEC Proposed Rules 4.29.09, Avoid Ambiguity and Uncertainty to Promote Deal Success, Reduce Risk and Avert Litigation 3.23.09, Amendment Proposed to NYSE Rule 452 3.13.09, Stimulus Bill Provides Acquisition Tax Opportunities 2.26.09, New Development in Poison Pills 2.23.09, Mandatory Interactive Data Reporting (XBRL) Arrives 2.18.09, SEC Grants Reprieve to "Lame Duck" WKSIs 2.2.09, SEC Publishes Guidance on Regulation D - Accredited Investors 1.29.09, Activist Shareholders' Stealth Tools: Empty Voting and Total Return Swaps 1.12.09, What's New for the 2009 Proxy and Annual Report Season 10.15.08, Developments in Advance Notice Bylaws 10.1.08, Activist Shareholders Proxy Contests - Who Controls Long-Term Strategy? Bloomberg Corporate Law Journal 7.1.08, Control for the Taking: Activist Shareholder Election Contests, Directors & Boards Boardroom Briefing Mergers & Acquisitions 6.1.08, Deal Protection Clauses in Merger Agreements, Financier Worldwide Events 1.14.10, Financial Institutions: A Year of Change and Challenges
Kansas City, MO
Seminars 12.1.08, Preparing Your Company for Sale, Merrill Lynch Private Banking and Investment Group Conference for Business Owners
Speaking Engagements 8.1.08, Public and Private Company Dissident Shareholders, Association of Corporate Counsel, Mid-America Chapter
Speaking Engagements 1.1.08, Activist Shareholders and Proxy Contests, National Association of Corporate Directors, Heartland Chapter
Speaking Engagements 1.1.07, KPMG Audit Committee Roundtable, 2007
Speaking Engagements 1.1.06, New SEC Executive Compensation Disclosures, The Society of Corporate Secretaries and Governance Professionals, Kansas City Chapter
Speaking Engagements |