Corporate Governance

Overview

"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
Partner Cleveland
Partner Los Angeles
Associate Houston
Partner Columbus
Partner Columbus
Associate Atlanta
Partner Houston
Partner New York
Of Counsel Los Angeles
Associate New York
Partner Washington, D.C.
Partner Orlando
Associate Houston
Associate Los Angeles
Partner Washington, D.C.
Partner New York
Of Counsel Houston
Associate Cleveland
Partner Cleveland
Associate Los Angeles
Partner New York
Associate Cleveland
Counsel New York
Partner Columbus
Partner New York
Partner Cleveland
Counsel Denver
Partner Cleveland
Partner Columbus
Counsel Cincinnati
Partner Cincinnati
Associate Houston
Partner Houston
Partner Costa Mesa
Partner Costa Mesa
Partner Orlando
Associate Cleveland
Associate Cleveland
Associate Cleveland
Partner New York
Associate Cleveland
Partner Atlanta
Partner Columbus
Associate Columbus
Partner New York
Partner Cincinnati
Partner New York
Partner Seattle
Partner Cleveland
Partner Cleveland
Counsel Atlanta
Partner Washington, D.C.
Associate Denver
Partner New York
Partner Columbus
Associate Cincinnati
Partner Columbus
Partner Chicago
Associate Cleveland
Partner Cleveland
Partner New York
Associate New York
Partner Cleveland
Partner Cleveland
Partner New York
Associate Houston
Partner Columbus

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, 2018)
    • M&A/corporate and commercial: M&A Middle-Market (2018)
  • Recognized as one of the top law firms for client service, we were named to the 2018 BTI Client Service 30 for the fourth consecutive year.
  • U.S. News - Best Lawyers “Best Law Firms” Corporate Governance Law
    • Metro Cincinnati, Tier 1 (2017)
    • Metro Cleveland, Tier 1 (2016, 2017)
    • Metro Columbus, Tier 3 (2016, 2017)
    • Metro Orlando, Tier 1 (2016, 2017)

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