Steve has more than 20 years of experience counseling public and private companies in connection with the structuring of complex financing, acquisition, business formation and other business transactions and complying with related governmental requirements as a member of Husch Blackwell's Real Estate, Development & Construction industry team. His public company practice involves counseling both large and small issuers regarding the ongoing evolution of disclosure, executive compensation and corporate governance requirements under Securities and Exchange Commission (SEC) and stock market rules. He assists public companies and their directors, officers and shareholders with all aspects of insider trading compliance, including insider trading prevention programs, utilization of "trading plans" 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's recent accomplishments include:
· Representing issuers in more than $2.5 billion of financing transactions through public and private offerings of equity and debt securities.
· Assisting with conducting a "going dark" reverse-forward stock split to terminate SEC reporting obligations for an unlisted smaller reporting company.
· Advising a NYSE-listed real estate investment trust (REIT) in ongoing management of its corporate structure and relationships with minority partners.
Steve also advises his clients on 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 publicly registered securities. He has provided counsel and assistance concerning corporate governance matters to boards of directors for public companies of all sizes, including New York Stock Exchange (NYSE) and Nasdaq-listed companies as well as unlisted smaller reporting companies, including compliance with the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulatory developments. In addition, he has extensive experience with the design, drafting, registration and implementation of equity compensation plans.
Steve has represented clients in a variety of industries, including real estate development, grocery retailing, textile and apparel manufacturing, floor covering, banking, soft drink bottling, trucking and transportation, and renewable energy.
Professional Associations & Memberships
· American Bar Association, Business Law Section
· Chattanooga Bar Association
· Society of Corporate Secretaries & Governance Professionals
· Tennessee Bar Association, Business Law Section
· Chattanooga Clarinet Choir
· Jan Pennington Gray Harp Scholarship Fund Inc., Board of Directors, 2002-present
· Red Bank Baptist Church, worship orchestra; Board of Trustees; Finance Committee, Chair; Committee on Committees, Chair
· Representing issuers in more than $2.5 billion of financing transactions through public and private offerings of equity and debt securities, including underwritten offerings under shelf registration statements and "best efforts" offerings conducted by issuers themselves or utilizing the services of a placement agent.
· Assisted an unlisted smaller reporting company in conducting a "going dark" reverse-forward stock split to terminate its SEC reporting obligations.
· Counseled listed and unlisted public companies on continually changing regulatory requirements concerning securities law compliance and corporate governance issues.
· Assisting a NYSE-listed REIT in ongoing management of its corporate structure and relationships with minority partners.
· Assisting 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 nonaffiliated parties in a variety of acquisition and financing transactions, as well as approval of increases in authorized stock and other routine charter amendments.
· Counseling a public company concerning the restatement of financial statements due to accounting errors and related matters.
· Assisting a national nonprofit 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.
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