Jeff has built a distinguished corporate and securities career through the representation of issuers and underwriters in more than $11 billion of public offerings and private placements of equity and debt securities. He has advised many of those same clients in connection with mergers and acquisitions of other companies with a portion of the proceeds of those offerings. In addition, Jeff has significant experience with crisis management issues resulting from Chapter 11 reorganizations, restatements of financial statements from accounting irregularities and financial distress due to changed market conditions. He is knowledgeable in corporate governance matters in addition to compliance related to the Sarbanes-Oxley Act of 2002. In addition, Jeff has negotiated credit agreements and related financing agreements, and he has designed, drafted and registered equity compensation plans.
Jeff leads the Insurance Business Advisors group that was recently formed to address insurance matters outside of litigation, including a variety of business transactions, risk management policies and provisions, regulatory compliance, insolvencies and specialty areas.
Jeff joined the firm as an Associate in 1983 and was named Partner in 1990.
Awards & Recognitions
· The Best Lawyers in America, Securities/Capital Markets Law, Securities Regulation, 2008-2012
Professional Associations & Memberships
· The Missouri Bar
· Society of Corporate Securities and Governance Professionals
Civic Involvement
· Boy Scouts of America, Santa Fe Trail District, Cub Scout Pack 3010, Committee Chair, 1998-2000
· Cambridge Church, Council of Advice, President, 2005-2011; Lay Leader of Capital Campaigns, 2004 and 2008; Building Committee
· St. Paul's Episcopal Church, Senior Warden, 1995-1997
· St. Paul's Episcopal Day School, School Board, 1995-1997
Experience
· Since January 1, 2000, handled over 35 securities offerings valued at over $7.5 billion, including IPOs, Rule 144A offerings and private placements
· Provided counsel for going-private transactions, including Central Freight Lines (Nasdaq), a tender offer for outstanding stock of Aquila Gas Pipeline (New York Stock Exchange) and the attempted management buy-out of TransFinancial Holdings (Nasdaq)
· Counseled a joint venture of a manufacturer of lithium batteries with a large multi-national chemical company to form a new company to make lithium batteries for electric vehicles using incentives from state and federal governments
· Handled over 25 acquisitions and divestitures for a manufacturer of steel/iron castings
· Handled securities law aspects of the bankruptcy of Atchison Casting Corporation (Nasdaq), a manufacturer of highly-engineered steel and iron castings and machined components, and the 1997 Chapter 11 Reorganization of Payless Cashways (NYSE), a billion-dollar building materials specialty retailer
· Assisted in the restatement of financial statements due to accounting irregularities and related matters for four public companies
· Responded to shareholder proposals related to shareholder rights plans (poison pills), classified boards of directors and threatened proxy contests
News & Publications
News
9.6.11, More Than 100 Husch Blackwell Attorneys Named to Best Lawyers 2012
Publications
4.5.12, JOBS Act Promises to Improve Access to Capital
12.23.11, Issuers Beware: SEC Amends Definition of an "Accredited Investor"
12.23.11, Issuers Beware: SEC Has Amended the Definition of an "Accredited Investor"
1.1.11, Methods to Raise Capital in the Current Environment
9.21.10, SEC Adopts Final Rules on Shareholder Proxy Access
3.23.09, Amendment Proposed to NYSE Rule 452
2.26.09, New Development in Poison Pills
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
Events
4.26.12, Legal Updates for Financial Institutions
Kansas City, MO
Seminar