Janet A. Spreen

Partner

Cleveland
T +1.216.861.7564
F +1.216.696.0740

Overview

Janet Spreen, leader of the firm’s Securities and Corporate Governance practice team, focuses her practice on advising public companies on securities law compliance matters and capital markets transactions. Her experience includes a number of sophisticated equity and debt offerings, public company mergers, and extensive counseling on securities disclosure, compliance with SEC and stock exchange requirements, corporate governance and investor relations matters, and equity plans and executive compensation. Janet also advises significant stockholders of publicly traded companies on their reporting obligations, and has several years of experience assisting with corporate governance, international entity management and other matters for clients in an on-site role.

Janet is a member of the Hiring Committee and Women’s Committee for the firm’s Cleveland office and the national Women’s Committee.

Select Experience

  • Serving as regular securities and corporate counsel to Bloomin’ Brands, Inc., which owns and franchises Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse and Wine Bar restaurants. Also represented Bloomin’ Brands in its 2012 $143 million IPO and follow-on offerings in 2013, 2014 and 2015, aggregating more than $1.2 billion. Aided the client in putting structures and policies in place to transition into public company compliance and continue to provide day-to-day guidance regarding ‘34 Act reports and other disclosure issues, corporate governance and executive compensation.
  • Serving as a member of an in-house counsel team for a publicly held retail company to fulfill Corporate Secretary responsibilities, including facilitating Board of Directors meetings, subsidiary corporate governance management, Section 16 filings, proxy statement drafting and process management, share issuances and tracking, support with periodic financial reporting disclosures, addressing governance questions and periodic review and update of governance policies.
  • Served as outside general counsel and securities counsel to a Nasdaq-listed public company that is engaged in the design, development, manufacturing, marketing and sale of energy-efficient lighting systems. We represented client through several significant governance matters, including its relisting on Nasdaq, capital raising transactions, implementation of the corporate governance structure required by the Nasdaq listing requirements and significant management turnover. Advised the Board of Directors and management with respect to all of its corporate governance matters, including its corporate governance structure, reviewing and updating its organizational documents, corporate policies and procedures and committee charters and guidelines, shareholder activism, disclosure policies and related matters, internal investigations, executive compensation practices and director succession. Represented the client in connection with a confidential review of its strategic alternatives and advising the Board and management on its fiduciary duties with respect to these matters.
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Experience

  • Serving as regular securities and corporate counsel to Bloomin’ Brands, Inc., which owns and franchises Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse and Wine Bar restaurants. Also represented Bloomin’ Brands in its 2012 $143 million IPO and follow-on offerings in 2013, 2014 and 2015, aggregating more than $1.2 billion. Aided the client in putting structures and policies in place to transition into public company compliance and continue to provide day-to-day guidance regarding ‘34 Act reports and other disclosure issues, corporate governance and executive compensation.
  • Serving as a member of an in-house counsel team for a publicly held retail company to fulfill Corporate Secretary responsibilities, including facilitating Board of Directors meetings, subsidiary corporate governance management, Section 16 filings, proxy statement drafting and process management, share issuances and tracking, support with periodic financial reporting disclosures, addressing governance questions and periodic review and update of governance policies.
  • Served as outside general counsel and securities counsel to a Nasdaq-listed public company that is engaged in the design, development, manufacturing, marketing and sale of energy-efficient lighting systems. We represented client through several significant governance matters, including its relisting on Nasdaq, capital raising transactions, implementation of the corporate governance structure required by the Nasdaq listing requirements and significant management turnover. Advised the Board of Directors and management with respect to all of its corporate governance matters, including its corporate governance structure, reviewing and updating its organizational documents, corporate policies and procedures and committee charters and guidelines, shareholder activism, disclosure policies and related matters, internal investigations, executive compensation practices and director succession. Represented the client in connection with a confidential review of its strategic alternatives and advising the Board and management on its fiduciary duties with respect to these matters.
  • Represents several generations of family members in their securities law obligations resulting from their aggregate controlling interest in a public company and other investment management through a family office structure.
  • Represented Keithley Instruments Inc. in a sale process that culminated in the acquisition of the company by Danaher in a $300 million cash merger. Served as in-house counsel leading up to the sale, managing matters including SEC compliance, corporate governance, export compliance and distribution, and supply and development agreements.
  • Involved in two sizeable offerings for The Progressive Corporation, each valued at approximately $1 billion, including a $1 billion hybrid security offering (debt instrument with a partial equity treatment for rating agencies) in connection with a $3 billion recapitalization.
  • Oversaw the implementation of a corporate restructuring project involving dozens of entities located in more than 25 countries to realign the ownership structure and intercompany indebtedness. The project required coordination among local counsel and corporate and tax advisers and strict adherence to cascading deadlines in each jurisdiction.
  • Served as a member of an in-house counsel team for a publicly held manufacturing corporation, providing ongoing advice regarding corporate governance, securities law compliance and management of its more than 80 international subsidiaries, and currently serve as a member of an in-house counsel team for a publicly held retailer, providing support for its corporate secretary functions, including board and committee meeting management, securities law and corporate governance policies and compliance, subsidiary management and stock transfers.
  • Regularly provides tailored corporate governance and securities law training sessions for general counsels of public and privately-held companies, focusing on fiduciary duties, board meeting management, subsidiary governance, disclosure principles, listing requirements, practical guidance and best practices.

Recognitions and Memberships

Recognitions

  • Client Choice Award: General Corporate in Ohio (2017)
  • The Legal 500 United States (2018 to 2019)
    • Recommended in M&A/Corporate and Commercial: Corporate Governance

Memberships

  • American Bar Association
  • Ohio State Bar Association
  • Cleveland Metropolitan Bar Association

Community

  • Cleveland Institute of Art
    • Board of Trustees
      • Former Vice Chairman
    • Executive Committee
    • Enrollment Committee: Chairman
    • Governance Committee: Vice Chairman
    • Audit Committee: Former Chairman

Admissions

  • Ohio, 2005
  • Massachusetts, 1999

Education

  • J.D., Georgetown University Law Center, 1999, magna cum laude
  • B.A., The Ohio State University, 1995, summa cum laude