Corporate Governance

"The team is incredibly responsive and knowledgeable of their subject area, and they communicate well among themselves. I have been very impressed with the firm as a whole."

– Chambers USA 2014

BakerHostetler’s Corporate Governance team advises executives, directors, boards and special committees of a wide array of public and private companies concerning fiduciary responsibilities, internal conduct, dealing with stakeholders and proxy advisory firms, and other governance issues. We help clients establish governance policies and compliance programs, and conduct confidential investigations related to compliance concerns.

We serve extensively as independent counsel to boards or their committees when change-in-control matters involving conflicts of interest require an ability to negotiate complex issues of valuation, taxation, and compliance in a context of transparency and fair dealing. We have advised purchasers and special committees of sellers in going-private transactions with significant conflict of interest implications.

Select Experience

  • Represented the Strategic Review Committee of the Board of Directors of Retail Ventures, Inc. (RVI). The review culminated in a merger of RVI into an operating subsidiary of DSW, Inc. Both companies were publicly traded. The $780 million transaction involved unique related-party transactions between entities with overlapping officers and directors and a common controlling shareholder. We resolved complex valuation and pricing issues related to contingent liabilities, NOLs, and other tax attributes, as well as effecting NYSE compliance stemming from the surviving entity's high vote/low vote capital structure.
  • Represented the Audit, Conflicts and Governance Committee of Enterprise GP Holdings in its $9.1 billion merger into Enterprise Products Partners L.P., whose general partner was owned by Enterprise GP Holdings L.P. We advised the committee as it evaluated alternatives and negotiated a merger of the holding company into its operating subsidiary. We accomplished structuring, negotiating, and unit-holder approval in a tight timeframe in the face of significant potential adverse year-end tax changes.
  • Represented American Greetings Corporation in its going private transaction in which a newly organized entity owned by the Weiss Family acquired the company in an $878 million transaction. The transaction included a third-party equity investment, a $400 million loan, and a $200 million revolving credit facility, as well as cash on hand. We counseled American Greetings in the formation of a Special Committee of independent directors that reviewed the proposal, considered alternatives and negotiated the price and other transaction terms with the Weiss Family.
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Professionals

Name Title Office Email
Albert T. Adams Partner Cleveland
Jeffrey P. Berg Partner Los Angeles
Jack A. Bjerke Partner Columbus
Joseph P. Boeckman Partner Columbus
Donald W. Brodsky Partner Houston
Barry A. Brust Counsel Los Angeles
Toni H. Burgess Counsel Atlanta
John J. Carney Partner New York
Neil Carrey Of Counsel Los Angeles
Ian R. Cohen Associate New York
William J. Conti Partner Washington, D.C.
Jeffrey E. Decker Partner Orlando
Alison J. Flynn Associate New York
Dustin A. Frazier Partner Columbus
Jessie M. Gabriel Partner New York
Judy Gechman Of Counsel Houston
Kathryn Geisinger Associate Cleveland
John M. Gherlein Partner Cleveland
Nina K. Goldberg Associate Los Angeles
Steven H. Goldberg Partner New York
Nathaniel T. Goldfinger Associate Cleveland
Daniel J. Gunsett Partner Columbus
Patrick Hannon Partner New York
Suzanne K. Hanselman Partner Cleveland
Gerald H. Hansen Counsel Denver
John J. Harrington Partner Cleveland
Mark Hatcher Partner Columbus
William H. Hawkins II Counsel Cincinnati
W. Ashley Hess Partner Cincinnati
Allison D. Jones Associate Houston
Mark L. Jones Partner Houston
Randolf W. Katz Partner Costa Mesa
Darina A. Koleva Associate Houston
Alissa K. Lugo Partner Orlando
Christopher M. Luken Associate Cleveland
Joshua A. Lusk Associate Cleveland
Laurence S. Markowitz Partner New York
B. Scott McBride Partner Houston
Charlene L. McGinty Partner Atlanta
Jonathan D. Mitchell Associate Columbus
Robert F. Morwood Partner Cincinnati
John W. Moscow Partner New York
John M. Murray Associate Cleveland
Kathleen S. O'Connor Partner Cleveland
Matthew Oliver Partner Cleveland
Janis M. Penman Partner Washington, D.C.
Laura E. Peterson Associate Denver
Marc D. Powers Partner New York
Robert K. Rupp Partner Columbus
Amy M. Shepherd Partner Columbus
Adam R. Skilken Partner Chicago
George R. Skupski Associate Cleveland
Janet A. Spreen Partner Cleveland
Michelle M. St. Pierre Partner Denver
George A. Stamboulidis Partner New York
Peter W. Van Euwen III Partner Cleveland
Lyle A. Wallace Partner Denver
Robert A. Weible Partner Cleveland
Scott R. Weiser Partner New York
Alec Wightman Partner Columbus
Lauren Wright Wilson Counsel Los Angeles

Experience

  • Represented the Strategic Review Committee of the Board of Directors of Retail Ventures, Inc. (RVI). The review culminated in a merger of RVI into an operating subsidiary of DSW, Inc. Both companies were publicly traded. The $780 million transaction involved unique related-party transactions between entities with overlapping officers and directors and a common controlling shareholder. We resolved complex valuation and pricing issues related to contingent liabilities, NOLs, and other tax attributes, as well as effecting NYSE compliance stemming from the surviving entity's high vote/low vote capital structure.
  • Represented the Audit, Conflicts and Governance Committee of Enterprise GP Holdings in its $9.1 billion merger into Enterprise Products Partners L.P., whose general partner was owned by Enterprise GP Holdings L.P. We advised the committee as it evaluated alternatives and negotiated a merger of the holding company into its operating subsidiary. We accomplished structuring, negotiating, and unit-holder approval in a tight timeframe in the face of significant potential adverse year-end tax changes.
  • Represented American Greetings Corporation in its going private transaction in which a newly organized entity owned by the Weiss Family acquired the company in an $878 million transaction. The transaction included a third-party equity investment, a $400 million loan, and a $200 million revolving credit facility, as well as cash on hand. We counseled American Greetings in the formation of a Special Committee of independent directors that reviewed the proposal, considered alternatives and negotiated the price and other transaction terms with the Weiss Family.

Recognition

  • The Legal 500 United States: M&A/corporate and commercial: Corporate governance (2016)
    • Tier 2 (2016)
  • BTI Client Service 30: BakerHostetler advanced 19 positions to #9 (2016)
  • U.S. News - Best Lawyers “Best Law Firms” Corporate Governance Law (2016)
    • Metro Cleveland, Tier 1
    • Metro Columbus, Tier 3
    • Metro Orlando, Tier 1

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