Stanley Keller is a nationally recognized corporate and securities lawyer. During his many years of practice, Stan has advised clients ranging from emerging companies to industry leaders, such as TECO Energy, Parametric Technology, Lamar Advertising, Helix Technology and Genzyme. While his practice has encompassed most areas of corporate and securities laws, Stan has focused on: · public and private securities offerings and other corporate financings · advising publicly traded companies on compliance with SEC rules, public disclosure requirements and best practices, the Sarbanes-Oxley Act of 2002 and other securities laws and stock exchange requirements · mergers and acquisitions · corporate governance, including advising on best practices, addressing institutional/stockholder activism, and acting as special counsel to boards of directors and their committees In addition to his client work, Stan has had an active role in the development of corporate and securities laws through leadership positions in the American Bar Association (ABA) and other professional organizations, and through his writings and frequent speaking engagements: · Stan chaired the ABA's Committee on Federal Regulation of Securities during the height of the Sarbanes-Oxley era, and in that capacity had responsibility for interacting on behalf of the private bar with the SEC, other governmental officials and the stock exchanges. · Stan is co-chair of the Task Force that drafted the new Massachusetts Business Corporation Law, and chaired the Boston Bar Association's Business Law Section and Corporation Law Committee. · Stan, as a member of the TriBar Opinion Committee, was the reporter for the Committee's recent Remedies Opinion Report. · Stan lectures widely for continuing legal education organizations, and has written and edited many articles and treatises on corporate and securities law matters, including recently serving as the co-chair of the Practising Law Institute's (PLI) Understanding the New Securities Offering Reform Rules. Other Distinctions · From 2007 to 2010 Stan served as Independent Consultant and Monitor of the City of San Diego to oversee its compliance with its SEC enforcement order. · For over a decade, Stan has been included in the nationally recognized Best Lawyers in America for the categories of Corporate Law and Corporate Governance and Compliance Law. · Listed as leading lawyer in his field by Chambers USA: America's Leading Lawyers for Business. · Listed among the world's leading corporate Governance and Capital Markets lawyers by Euromoney Legal Media Group. · Recognized in Boston Magazine as a "Massachusetts Super Lawyer" in securities and corporate finance from 2004-2008. · Member of the ABA Task Force on Attorney-Client Privilege. · Special adviser to the ABA Task Force on Corporate Responsibility. · Special adviser and reporter to the ABA Task Force on SEC Attorney Conduct Rules. · Former Chair of the ABA Audit Response Committee. · Chair of the ABA Legal Opinions Committee. Recent Speaking Engagements and Publications Selected Programs · Speaker at 29th Annual Federal Securities Institute, Coconut Grove, Florida, February 16 - 17, 2011. · Co-Chair, 42nd Annual Institute on Securities Regulation, New York, New York, November 10 - 12, 2010. · Speaker at 28th Annual Federal Securities Institute, Coral Gables, Florida, February 11, 2010. · Co-Chair, 40th Annual Institute on Securities Regulations, New York, New York, November 12 - 14, 2008. · "Doing Deals and Litigating Them in a Downturn," speaker, Edwards Angell Palmer & Dodge and the Association of Corporate Counsel (ACC) Greater New York Chapter, New York, September 23, 2008. · Presenter at What The Subprime/Credit Crisis Means For Your Company webinar presented by the ACC's Corporate & Securities Law Committee, Financial Services Committee and Edwards Angell Palmer & Dodge LLP, May 8, 2008. · Speaker at Dealing with the New Realities of the Public Finance Market seminar presented by Edwards Angell Palmer & Dodge LLP, Boston, Massachusetts, February 7, 2008. · "Foreign Corrupt Practices Act - Is Your Company at Risk?" speaker, Boston, Massachusetts, November 15, 2007. · Challenges Facing Boards of Directors: Key Issues in SEC Disclosure & Enforcement, presented by Directors Roundtable, October 11, 2007. · "SEC Provides Private/Public Offering Integration Guidance," author, INSIGHTS, September, 2007. · "Unblocking Clogged PIPEs: SEC Focuses on Availability of Rule 415," co-author, Insights, May 1, 2007. · PLI 38th Annual Institute on Securities Regulation, November 9, 2006. · Thompson Annual Proxy Statement and Annual Reporting Conference, December 6, 2005. · PLI Annual Securities Law Institute, November 4, 2005. · New England School of Law Program on Director Responsibility under the New Massachusetts Business Corporation Act, November 1, 2005. · MBA Program on Corporate Law Developments, October 20, 2005. · AON Conference on Loss Prevention, October 19, 2005. · ALI/ABA Sarbanes Oxley Institute, October 6, 2005. · MCLE Business and Securities Law Conference, September 28, 2005. · Understanding the New Securities Offering Rules, PLI, Co Chair, August 2005. · ALI/ABA Postgraduate Securities Course, Chair, July 7-9, 2005. · Thompson/Glasser, SEC Hot Topics, May 23, 2005. · PLI What Lawyers Need to Know about Delaware Law, May 11, 2005. · Florida Directors' Institute (panel moderator), March 18, 2005. · ABA-CLE Understanding the New 8-K Reporting Requirements (program moderator), March 16, 2005. · SIA Capital Markets Conference (participant), March 3, 2005. · 23rd Annual Institute on Federal Securities (panel moderator), February 17-18, 2005. · ABA-CLE Audit Response Letters in the New Environment (program chair), January 27, 2005. · 32nd Annual Securities Regulation Institute (panel moderator), January 19-21, 2005. · 26th Annual Institute on Critical Corporate, Disclosure and Governance Issues and the Proxy Process (participant), December 9-10, 2004. · PLI 36th Annual Institute on Securities Regulation (participant), November 11 13, 2004. · ALI-ABA 31st Annual Postgraduate Course in Federal Securities Law (panel moderator), August 26-28, 2004. · SEC "Hot Topics" Institute, Spring 2004 (participant), June 7, 2004. · The New Disclosure & Corporate Governance Regime - What Every Corporate & Securities Lawyer Must Know Now, PLI, Chair, October 2002. · Disclosure and Other Lessons Learned After Enron - What You Need to Know Now to File Your 10-K and Other Forms, PLI, Chair, March 2002. Books · Co-Author, Corporate Director's Guidebook, Fifth Edition, published by the ABA Committee on Corporate Laws (2007). · Co-Editor, The Practitioner's Guide to the Sarbanes-Oxley Act, published by the ABA (2004). · Co-Author, Massachusetts Limited Liability Company Forms and Practice Manual, published by Data Trace Publishing Co. (1996). · Co-Editor, International Securities Law Handbooks, published by Graham & Trotman Limited (1995). · Editor, Massachusetts Business Lawyers, a three-volume treatise published by MCLE (1991). Selected Articles · "Companies Should Start Planning Now for Proxy Access," co-author, Edwards Angell Palmer & Dodge LLP Client Advisory, September 2011. · "What Now For Proxy Access?" author, Edwards Angell Palmer & Dodge LLP Client Advisory, August 2011. · "A Streamlined Form of Closing Opinion," co-author, Boston Bar Journal, January/February 2006. · "Searching Google for Meaning: Equity Compensation Pitfalls and a Changed Climate for Lawyer Responsibility," INSIGHTS, August 2005. · "The Meaning of the Titan 21(a) Report. New Disclosure Practices for Contractual Representations," INSIGHTS, June 2005. · "The New Form 8-K Disclosure Requirements: Q&As," ABA The Securities Reporter, Volume 10, Issue 1, Spring 2005. News & Publications September 21, 2011, Client Advisory - Companies Should Start Planning Now for Proxy Access August 2011, Client Advisory - What Now For Proxy Access? June 21, 2011, Edwards Angell Palmer & Dodge Recognized by Chambers USA in 17 Categories March 2011, Client Advisory - Delaware Court of Chancery Gets Airgas Right February 2011, Client Advisory - Clearing Up Confusion Over Audit Response Letters February 2011, Integration of Private and Public Offerings Update
Edwards Angell Palmer & Dodge LLP October 7, 2010, EAPD Attorneys Selected For Inclusion in Super Lawyers 2010 September 2010, Corporate Governance, Disclosure & Capital Raising Provisions of the Dodd-Frank Act
Wall Street Lawyer August 10, 2010, Sixty EAPD Attorneys Recognized by the Best Lawyers in America July 2010, Client Advisory - The Dodd-Frank Act - Executive Compensation & Corporate Governance Provisions June 23, 2010, Chambers and Partners Recognizes EAPD in Nineteen Areas May 28, 2010, Congratulations to EAPD client, Palladium Equity Partners, LLP on Acquisition March 5, 2010, EAPD Represents ABRY Partners in $1.2 Billion Acquisition of RCN Corporation November 23, 2009, EAPD Represents an Afflilliate of Palladium Equity Partners November 6, 2009, EAPD Attorneys Selected For Inclusion in Super Lawyers 2009 September 14, 2009, Corporate Governance and the U.S. Senate
Massachusetts Lawyers Weekly September 1, 2009, 62 EAPD Attorneys Recognized as Best Lawyers in America 2010 June 12, 2009, Chambers and Partners Recognizes Firm in Nineteen Areas April 2009, Client Advisory - Delaware Supreme Court Reaffirms Exculpation Protections in Sale of Corporate Control and Clarifies Revlon Duties March 2009, Short Selling and Section 5
Insights February 4, 2009, 57 EAPD Attorneys Recognized as Best Lawyers in America 2009 October 30, 2008, EAPD Attorneys Named Super Lawyers 2008 June 13, 2008, Chambers and Partners Recognizes Firm in Twenty Areas February 4, 2008, Partner Stanley Keller Receives MCLE Scholar-Mentor Award for Long-Term Service to the Legal Profession October 30, 2007, EAPD Attorneys Named Super Lawyers 2007 October 10, 2007, 57 EAPD Attorneys Recognized as Best Lawyers in America 2008 Fall 2007, Corporate Law and Litigation Bulletin - Fall 2007
Edwards Angell Palmer & Dodge LLP September 6, 2007, Corporate Director's Guidebook, Fifth Edition
Stanley Keller co-authors the fifth edition of the Corporate Director's Guidebook September 2007, SEC Provides Private/Public Offering Integration Guidance
Insights June 18, 2007, Chambers and Partners Recognizes Firm in Twenty Areas May 1, 2007, Unblocking Clogged PIPEs: SEC Focuses on Availability of Rule 415
Insights January 17, 2007, Corporate Law and Litigation Bulletin - Winter 2007
Edwards Angell Palmer & Dodge LLP January 16, 2007, Stanley Keller Named San Diego City Monitor November 1, 2006, Edwards Angell Palmer & Dodge Attorneys Honored as Massachusetts Super Lawyers September 14, 2006, Client Advisory - Stock Option Pricing Practices Occupy Center Stage
Edwards Angell Palmer & Dodge LLP September 5, 2006, Edwards Angell Palmer & Dodge Attorneys Recognized as "Best Lawyers in America" June 7, 2006, Edwards Angell Palmer & Dodge Recognized By Chambers USA February 3, 2006, Stanley Keller co-authors Article in Boston Bar Journal
Boston Bar Journal January 9, 2006, Edwards Angell Palmer & Dodge Represents GTECH Holdings in Its Acquisition By Lottomatica December 31, 2005, Form 10-K and Proxy Statement Update
Edwards Angell Palmer & Dodge LLP April 7, 2005, The Meaning of the Titan 21(a) Report April 7, 2005, New SEC FD Enforcement Action on Reaffirming Guidance April 5, 2005, The New Form 8-K Disclosure Requirements: Q&A's - REVISED May 3, 2004, SEC and FDA Increase Scrutiny of Disclosures by Biotechnology Companies May 3, 2004, SEC Expands and Accelerates Form 8-K Reporting May 3, 2004, Guidelines for Preparing the New MD&A February 11, 2003, SEC Implements Standards of Professional Conduct for Attorneys August 5, 2002, The Sarbanes-Oxley Act of 2002 June 24, 2002, SEC Proposes to Expand Current Event Reporting on Form 8-K and Tighten Filing Deadlines June 19, 2002, Securities and Exchange Commission Proposes that CEO and CFO Evaluate and Certify the Truth and Completeness of Forms 10-Q and 10-K October 2, 2001, SEC Grants Temporary Flexibility in Response to Market Developments September 5, 2000, SEC Adopts Selective Disclosure Rules August 13, 2000, What Can We Do Now That Our Public Offering Has Aborted? May 13, 2000, Securities Law Considerations in Negotiated Acquisitions Events February 16 - 17, 2011, Coconut Grove, FL, The 29th Annual Federal Securities Institute
After the Financial Crisis - Recovery, Legislative and Regulatory Change November 10 - 12, 2010, New York, NY, 42nd Annual Institute on Securities Regulation February 11, 2010, Coral Gables, FL, 28th Annual Federal Securities Institute November 12, 2008 - November 14, 2008, New York, NY, 40th Annual Institute on Securities Regulation September 23, 2008, Doing Deals and Litigating Them in a Downturn May 8, 2008, What The Subprime/Credit Crisis Means For Your Company February 7, 2008 - February 7, 2008, Dealing with the New Realities of the Public Finance Market November 15, 2007 - November 15, 2007, Boston, MA, Foreign Corrupt Practices Act
Is Your Company at Risk? October 11, 2007, Boston, MA, Challenges Facing Boards of Directors: Key Issues in SEC Disclosure & Enforcement November 9, 2006 - November 11, 2006, Practising Law Institute 38th Annual Institute on Securities Regulations August 5, 2006, Honolulu, HI, Erosion of the Attorney/Client Privilege: The Impact on Business Lawyers - Federal Regulation of Securities Industries · Technology Memberships · American Bar Association, chair of Ad Hoc Committee on Audit Responses and until recently chair of Committee on Federal Regulation of Securities; · special advisor to the Task Force on Corporate Responsibility; · liaison to the Task Force on Implementation of Section 307 of the Sarbanes-Oxley Act; · member of the Task Force on the Attorney-Client Privilege · Boston Bar Association, Task force on Revision of the Massachusetts Business Corporation Law · Member, TriBar Opinion Committee |