Janet A. Spreen

She | Her | Hers

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 sophisticated equity and debt offerings, public company mergers and extensive counseling on securities disclosure, compliance with SEC and stock exchange requirements, corporate governance, investor relations matters, 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 on-site roles.

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

Select Experience

  • Counsel to a Nasdaq-listed restaurant industry client in connection with IPO and subsequent follow-on equity offerings, with aggregate value of more than $1 billion. Also represented client in its $230 million Rule 144A convertible notes offering and $300 million Rule 144A senior notes offering. Provides ongoing advice regarding ‘34 Act reports and other disclosure issues, proxy statements, shareholder activism, corporate governance and executive compensation matters.
  • Counsel to Nasdaq-listed home furnishings retailer in connection with IPO, including advising the company on its governance, structure and corporate policies, as well as on executive compensation and controlling shareholder matters.
  • Counsel to electric vehicle developer in connection with going public and listing on Nasdaq through a business combination with a SPAC, development of securities law compliance and corporate governance policies and ongoing SEC reporting and corporate governance matters. Also represented client in subsequent equity line of credit financing.
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Experience

  • Counsel to a Nasdaq-listed restaurant industry client in connection with IPO and subsequent follow-on equity offerings, with aggregate value of more than $1 billion. Also represented client in its $230 million Rule 144A convertible notes offering and $300 million Rule 144A senior notes offering. Provides ongoing advice regarding ‘34 Act reports and other disclosure issues, proxy statements, shareholder activism, corporate governance and executive compensation matters.
  • Counsel to Nasdaq-listed home furnishings retailer in connection with IPO, including advising the company on its governance, structure and corporate policies, as well as on executive compensation and controlling shareholder matters.
  • Counsel to electric vehicle developer in connection with going public and listing on Nasdaq through a business combination with a SPAC, development of securities law compliance and corporate governance policies and ongoing SEC reporting and corporate governance matters. Also represented client in subsequent equity line of credit financing.
  • Counsel to NYSE-listed retailer on securities law compliance, corporate governance and executive compensation matters, including ’34 Act filings, proxy statements, Board of Directors evaluations, registration statements, equity plan matters and governance policies. Served as a member of its in-house counsel team to fulfill Corporate Secretary responsibilities.
  • Served as outside general counsel and securities counsel to a Nasdaq-listed lighting manufacturer through relisting on Nasdaq, capital raising transactions, review of its strategic alternatives and advising the Board of Directors and management on its fiduciary duties with respect to these matters. Also advised on securities compliance and corporate governance matters, including ’34 Act filings, corporate governance structure, organizational documents, corporate policies and procedures, committee charters and guidelines, shareholder activism, internal investigations, executive compensation practices and director succession.
  • Advised on sizeable offerings for NYSE-listed insurance company, 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.
  • Represented NYSE-listed manufacturer in a sale process that culminated in the acquisition of the company in a 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.
  • Served as a member of an in-house counsel team for NYSE-listed manufacturing corporation, providing ongoing advice regarding corporate governance, securities law compliance and management of its more than 80 international subsidiaries.
  • Counsel to several generations of family members in their securities law obligations and corporate governance matters arising from their aggregate controlling interest in a public company and other investment management through a family office structure.
  • 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 2022)
    • 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
      • Vice Chairman
    • Executive Committee
    • Governance Committee: Vice Chairman
    • Audit Committee: Former Chairman
    • Enrollment 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