Steve has over 20 years of experience counseling both public and private companies in connection with structuring complex financing, acquisition and other business transactions and complying with related governmental requirements. His public company practice involves counseling both large and small issuers regarding the ongoing evolution of disclosure, executive compensation and corporate governance requirements under SEC and stock market rules. He also assists public companies, as well as their directors, officers and shareholders, with all aspects of insider trading compliance, including insider trading prevention programs, utilization of "trading plan" programs under SEC Rule 10b5-1, transaction reporting compliance (SEC Forms 3, 4 and 5) and avoiding "short-swing trading liability" under SEC Section 16, and resales of control and restricted securities (under SEC Rule 144 and otherwise). Steve advises his clients on both institutional and retail shareholder relations issues, including overall monitoring of corporate governance ratings as well as responses to shareholder proposals and related matters. He has been involved with numerous merger and acquisition transactions in a variety of industries, including transactions involving the issuance of $120 million of publicly registered securities. Steve has provided counsel and assistance concerning corporate governance matters to boards of directors for public companies of all sizes, including New York Stock Exchange and Nasdaq-listed companies as well as unlisted smaller reporting companies, including compliance with the Sarbanes-Oxley Act of 2002 and subsequent regulatory developments. In addition, he has extensive experience with the design, drafting, registration and implementation of equity compensation plans for public companies. Steve has represented clients in a variety of industries, including renewable energy, real estate development, textile and apparel manufacturing, floor covering, banking, soft drink bottling, trucking and transportation, and grocery retailing. Professional Associations & Memberships · American Bar Association, Business Law Section · Chattanooga Bar Association · Society of Corporate Secretaries & Governance Professionals · Tennessee Bar Association, Business Law Section Civic Involvement · Chattanooga Clarinet Choir, Member · Jan Pennington Gray Harp Scholarship Fund, Inc., Board of Directors · Red Bank Baptist Church, Member of worship orchestra, former Trustee and Chairman of Finance Committee Experience · Represented issuers in over $1.6 billion of financing transactions through public and private offerings of equity and debt securities, including both underwritten offerings under shelf registration statements and "best efforts" offerings conducted by issuers themselves or utilizing the services of a placement agent · Assisted a NYSE-listed company in the transition from an SEC automatic shelf registration to a standard Form S-3 upon the loss of "well-known seasoned issuer" status due to declining stock prices, followed by filing a new automatic shelf registration after the company's market capitalization recovered · Assisting public companies with proxy solicitations involving shareholder approval of equity issuances to both affiliated and non-affiliated parties in a variety of acquisition and financing transactions, as well as approval of increases in authorized stock and other routine charter amendments · Counseled a public company concerning the restatement of financial statements due to accounting errors and related matters · Assisted a national non-profit religious organization in responding to an investment scam involving a "ponzi scheme" perpetrated against the organization and several of its supporters by an outside promoter Publications 7.27.11, Back to the Drawing Board - D.C. Circuit Court of Appeals Strikes SEC's Proxy Access Rule 10.6.10, SEC's Stay Delays Implementation of Proxy Access 9.21.10, SEC Adopts Final Rules on Shareholder Proxy Access 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 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 Events 1.28.10, Proxy Season Preparation
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