What I Do

I advise both management and independent directors on the full spectrum of corporate governance matters, including board process and best practices, the formation and operation of special committees, fiduciary duties, and the management of conflicts of interest between management and the board.

I think I add the greatest value in high-stakes, conflicted situations where attention to process and independent judgment are essential. These include transactions involving controlling stockholders, management participation, and contested board decisions. I work cooperatively with existing company counsel to ensure that the board, independent directors, and its committees receive the independent advice that complex governance situations demand.

I advise on public and private mergers and acquisitions, including negotiated transactions, contested situations, and going-private transactions. My work encompasses negotiation strategy, process design, conflict management, and the legal and practical considerations that boards, independent directors, and special committees face in evaluating and approving significant transactions.

I have particular experience with transactions involving conflicts of interest, such as management buyouts and transactions with controlling stockholders, where careful attention to process and independent oversight is critical to protecting all stakeholders. I also advise acquirers and their boards on governance matters arising from strategic transactions.

I have extensive experience with private placements, venture capital financings, and public offerings of equity and debt. My focus is on the responsibilities of the board and the issuer in the offering process, including disclosure obligations, due diligence, and the exercise of informed business judgment.

Whether the matter involves a growth-stage company raising its first institutional round or an initial public offering, I bring a practical understanding of the legal framework and market practices, with attention to the governance and liability issues that boards and management need to address.

I serve as a neutral mediator or as a settlement-oriented advisor in contractual and other disputes. The disputes relate to a wide variety of matters, including governance disputes, and transaction-related disagreements.

My approach is based on being a deal-maker rather than a litigator. I believe that speedy resolution is the key to successful mediations. My decades of experience on both sides of complex corporate transactions and governance situations allow me to help parties identify common ground and craft durable solutions.