Steve has more than 30 years of experience helping public and private companies to structure complex financing, acquisition, business formation and other transactions and comply 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 Securities and Exchange Commission (SEC) and stock market rules.
Steve also assists clients with issues concerning regulation of the public securities markets and trading activities, such as the conduct of issuer stock repurchase programs and numerous aspects of insider trading compliance, including insider trading prevention programs, structuring and disclosure issues related to utilization of SEC Rule 10b5-1 “trading plans,” 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).
His recent accomplishments include:
- Assisting a NYSE-listed REIT in negotiating a practical resolution to complex investee and significant tenant financial statement issues related to an acquisition transaction.
- Assisting another NYSE-listed REIT in multiple public financing transactions, and with the ongoing management of its corporate structure and relationships with minority partners.
- Assisting a public company with a restructuring of its senior executive compensation programs resulting in an affirmative shareholder "say-on-pay" vote following a failed vote the prior year.
Steve also advises 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 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, banking and financial services, chemicals and industrial equipment manufacturing, renewable energy, grocery retailing, textile and apparel manufacturing, floor covering, soft drink bottling, and trucking and transportation.