Mr. Devine devotes his practice principally to corporate finance, venture capital and private equity, securities regulation and mergers and acquisitions. He has extensive experience representing publicly and privately held companies in the offering of securities, counseling on a variety of securities law compliance matters and in structuring, negotiating and drafting for mergers and acquisitions. Much of his experience includes representing entrepreneurial and growth businesses, as well as investors therein, in a variety of industries. He also advises clients on general corporate, business and contractual matters. Mr. Devine's practice also includes advising investment managers on compliance with the Investment Advisers Act of 1940, and in negotiating and drafting investment management agreements on behalf of both investment managers and institutional investors. Areas Of Experience Securities Regulation and Corporate Finance Mr. Devine has extensive experience representing clients in a variety of securities regulation and corporate finance matters, including public offerings and private placements, 34 Act reporting compliance, Rule 144 sales, Rule 10b5-1 sales plans, Section 16 reporting and compliance, proxy solicitation, and investment advisory matters. Representative matters include: · Advising a publicly-held healthcare company with $500 million in annual revenue, on compliance with 34 Act reporting requirements, including implementation of Sarbanes-Oxley mandated policies, procedures and requirements, during a strongly contested Chapter 11 reorganization proceeding over a three year period, which involved taking the company private with several private equity investors. · A $15 million underwritten public offering by a NASDAQ-listed air conditioning manufacturing company; · A variety of public reporting and proxy solicitation work for NYSE, Amex, NASDAQ National Market and small-cap market, and Bulletin Board traded companies; · More than $350 million in Rule 10b5-1 trading plans for several non-profit corporations; · More than $300 million in investment management contracts with several investment managers for a nationally recognized charitable foundation; · A $1 billion underwritten secondary offering of stock in a NYSE listed company by a nationally recognized charitable foundation; and · A $35 million rights offering for a NASDAQ-listed satellite communications and technology company. · Successfully defended a NASDAQ small-cap listed company in a de-listing hearing. Mergers and Acquisitions Mr. Devine has represented publicly and privately held companies in a variety of industries in the structuring and negotiating of, and drafting for, significant transactions involving mergers, acquisitions and dispositions of assets and joint ventures. Representative matters include: · A $100 million merger of an AMEX-listed direct marketing company and a NYSE-listed company; · A $70 million joint venture between a NYSE-listed company and a NASDAQ National Market-listed company to develop and market air conditioning technology; · Serial acquisition program for a privately held architectural aluminum and glass manufacturing company; · A $75 million asset sale of a privately held toy company to a NYSE listed company; · A $30 million acquisition of a privately held Internet consulting company via a merger by a NASDAQ National Market-listed company; and · A $35 million sale of a privately held beverage company to a private equity fund backed company. Venture Capital, Private Equity, Emerging Business Mr. Devine has extensive experience representing emerging businesses and investors alike in venture capital and private equity transactions. Representative matters include: · An $80 million private placement of convertible preferred stock with a nationally recognized private equity fund for a NASDAQ-listed Internet consulting and incubator company; · A $10 million private placement for an early stage e-commerce company; · Formation and private placement for a $200 million venture capital fund; · A $1.5 million angel investment in convertible debt of a biotech company holding patent licenses from a government-sponsored technology transfer laboratory; · Formation of a number of private equity funds ranging from $75 million to $200 million to make fund-to-fund and co-investment investments; · Formation of a $50 million private equity fund to make investments in community banks; · A $2.5 million angel investment in a university spin-off pharmaceutical development company; and · A $50 million recapitalization of a light manufacturing company backed by a private equity fund. Community Activities · Springfield Township Planning Commission, member · Communities in Schools of Philadelphia, Inc., a nonprofit corporation that provides academic and social support to more than 6,000 Philadelphia public school students, director · Nueva Esperanza, Inc., a nonprofit community development corporation serving the Philadelphia Hispanic community, counsel to Board of Directors Professional Affiliations · American Bar Association, member · Pennsylvania Bar Association, member · New Jersey Bar Association, member · Philadelphia Bar Association, member · Philadelphia Bar Association, Steering Committee of the Securities Regulation Committee, member Other Distinctions Noted as a "Pennsylvania Super Lawyer" for securities and venture finance law, 2004, 2006 News 04/30/2007, FN Estate, Inc Successfully Represented by Schnader 07/20/2006, Thirty-Five Schnader Attorneys Are 2006 Super Lawyers 05/31/2006, Thirty-Three Schnader Attorneys Honored as 'Pennsylvania Super Lawyers' 06/01/2004, Schnader Lawyers Noted as 'Pennsylvania Super Lawyers' in 19 Categories Publications Articles 07/01/2010, "Construction after the Real Estate Boom: Legal Protection in a Volatile Market" Alerts 08/03/2010, Immediate Change to the Definition of an Accredited Investor |