Lewis U. Davis, Jr.

Lewis U. Davis, Jr.

Thoroughly versed in corporate law, in securities law compliance and in laws relating to raising equity and debt venture capital, Lew Davis has developed a broad base of experience in corporate and finance transactions.

Lew has represented clients from small privately held companies to large Fortune 500 conglomerates, in diverse industries such as industrial manufacturing, biomedical and drug manufacturing, banks and consumer goods manufacturing. He also serves on FINRA arbitration panels and serves as a panelist at audit committee seminars.

His experience encompasses a wide range of corporate transactions, such as:

· Initial and follow-on public offerings.

· Negotiating bank, venture capital and other institutional financings (including Rule 144A and other underwritten private financings).

· Making tender offers for other public companies.

· Mergers and acquisitions and divestitures, including foreign transactions.

· "Going private" transactions.

· Contested proxy contests for corporate control.

· Adopting anti-takeover protection devices.

· Defending against hostile takeover bids.

· Leveraged buyouts.

· Internal investigations, securities filings and investigatory proceedings.

Lew has also represented financial institutions, including managing underwriters in stock offerings, investment funds in making investments, and banks in complex lending arrangements and credit restructurings. He has also helped the three largest corporate bankruptcy reorganizations in Western Pennsylvania. This involved analyzing and negotiating billion-dollar claims arising from complex multi-party joint ventures, restructuring assets as part of a new financing for reorganization, and successfully negotiating with many creditor groups a reorganization plan for a new Fortune 500 entity.

In addition, Lew counsels management and boards of directors in aspects of corporate law ranging from advising boards of directors and committees on topics ranging from fiduciary duty to Sarbanes-Oxley, to the negotiation and implementation of executive employment agreements and compensation plans.

Lew's recent representations have included:

· Representing a gaming industry client engaged in a Rule 144A offering of bonds in connection with arranging multiple new credit facilities.

· Handling the initial public offering of an energy producer.

· Advising a sporting goods retailer in a tender offer for another company.

· Representing an industrial client arranging new credit facilities while engaged in a public offering of bonds and a public offering of common stock.

· Advising a foreign company taking private another foreign public company whose securities were traded in the United States.

· Advising the board of directors of a company in debt restructuring, bankruptcy and potential sale of the company issues.

· Representing a biotechnology client in venture financing.

· Advising an institutional lender financing on a going private transaction.

Lew knows that clients need quick and efficient responses, whether because of court-imposed deadlines or business needs. He appears in Who's Who in American Law. He has been consistently selected by his peers for inclusion on The Best Lawyers in America list since 2006.

Publications & Speeches

Buchanan's Assistance in $2 Billion Stock Merger for Alpha Natural Resources, Inc. Noted by Law360, The Legal Intelligencer
August 12, 2009

Buchanan Team Assists in $2 Billion Stock Merger for Client Alpha Natural Resources, Inc.
August 6, 2009

70 Buchanan Ingersoll & Rooney Attorneys and Specialists Named Best Lawyers in America; Firm Ranks First in Several Categories
August 5, 2009

Firm and Attorneys Noted in The Am Law Daily for Helping Resolve Steelers Ownership Situation
November 18, 2008

38 Pittsburgh Attorneys Noted in Pittsburgh Business Times for Inclusion in The Best Lawyers in America 2009 List
November 18, 2008

69 Buchanan Ingersoll & Rooney Attorneys and Specialists Honored As Best Lawyers in America
September 26, 2008

Complying With the New SEC Rules Governing Non-GAAP and Financial Disclosures: Practical Solutions for Complying with the New Rules
panel presentation
April 2, 2003

Affiliations

Allegheny County Bar Association

Pennsylvania Bar Association

American Bar Association