Representative securities regulation matters

• SEC registered spinoff of principal division of OTCBB technology company.
• SEC-registered partial spin-off and third-party funding of “legacy” assets and technology of commercial Nasdaq-listed biopharmaceutical company.
• Proxy solicitation relating to special stockholder approval of initial “business combination” by SPAC.
• SEC-registered stock-for-stock merger acquisition by Nasdaq-listed development-state oncology company.
• Going-private transaction of Nasdaq-listed hospital owner and operator sponsored by management and one of the nation’s largest management buy-out firms.
• SEC-registered partial spin-off of principal division of Nasdaq-listed media services company.
• Proxy statement relating to approval of $260 million cash merger acquisition of NYSE-listed manufacturing company.
• Proxy solicitation and exchange offer relating to stock option repricing program of Nasdaq-listed biopharmaceutical company.

Representative corporate governance matters

• Represented Nasdaq-listed commercial biopharmaceutical company in parallel internal and SEC investigations into alleged stock price manipulation.
• Represented privately held, major producer of all-natural and all-organic beef in USDA investigation under the Packers and Stockyards Act.
• Represented foreign family in an attempt to recover $80 million investment in fraudulent real estate fund.
• Performed internal compliance and governance review on behalf of not-for-profit BCS bowl organization.
• Represented joint special litigation committee of Nasdaq-listed company and its subsidiary in investigating and obtaining dismissal of shareholder derivative claims.
• Represented audit committee of Fortune 100 software company in separate investigations of internal financial controls and of a conflict of interest transaction with the founder and CEO.
• Represented compensation committee of one of the nation’s largest public utility holding companies in negotiated resolution of a phantom stock-based executive compensation plan at its unregulated subsidiary.
• Represented board of directors of one of the nation’s largest public utility holding companies and of its regulated utility in connection with special issues arising from California’s energy crisis.
• Represented audit committee of a Nasdaq-listed government testing services company in internal investigation into alleged financial accounting irregularities.
• Represented a National-listed biotechnology company in internal investigation of possible prohibited loans under Section 402 of SOX.
• Represented board of directors of association of community colleges in internal investigation of possible joinder of a class-action lawsuit.
• Represented special committee of privately held electronics manufacturer in connection with company’s recapitalization.
• Represented special committee of Nasdaq-listed company in investigation of alleged accounting fraud.

Representative Matters