John J. Harrington

Partner

Cleveland
T +1.216.861.6697
F +1.216.696.0740

"John Harrington is 'very responsive and intelligent' and impresses sources with his 'fabulous pace of play.'"

— Chambers USA 2014

Overview

John Harrington serves as Co-Leader of the national IPOs and Securities Offerings team and represents clients in connection with capital markets and business combination transactions. John’s transactional experience includes IPOs; a variety of registered and exempt offerings of equity and debt securities; tender offers; and public and private mergers, acquisitions and joint ventures. John also provides day-to-day advice on securities reporting and disclosure issues, other SEC and stock exchange requirements, corporate governance, investor relations and activist matters.

John’s securities and public company practice is informed by the experience and insights he gained during five years in the SEC’s Division of Corporation Finance, serving in various roles in the Office of Capital Market Trends, Disclosure Operations and Rulemaking. In these positions, he reviewed IPOs and public company filings, evaluated novel and complex securities and transaction structures, and implemented regulatory and policy initiatives.

Select Experience

Capital Markets

  • 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.
  • Counsel to Nasdaq-listed home furnishings retailer in connection with $168 million IPO.

Mergers and Acquisitions

  • Counsel to electric vehicle developer in connection with going public and listing on Nasdaq through a business combination with a SPAC. Also represented client in subsequent equity line of credit financing.

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Experience

Capital Markets

  • 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.
  • Counsel to Nasdaq-listed home furnishings retailer in connection with $168 million IPO.
  • Counsel to a NYSE-listed energy industry master limited partnership in a registered $1.6 billion senior notes offering and $300 million common unit offering.
  • Counsel to a NYSE-listed insurance industry client in multiple registered senior notes and preferred stock offerings aggregating more than $4 billion.
  • Counsel to a NYSE-listed energy industry client in connection with the refinancing of more than $1 billion of subordinated notes through a combination of tender offers and redemptions, issuances of new common shares, convertible notes and secured notes in privately negotiated exchange transactions and the registered offering of new notes.
  • Counsel to NYSE-listed industrial packaging company in connection with $500 million Rule 144A senior notes offering to provide acquisition financing.
  • Counsel to Nasdaq-listed clinical stage biopharmaceutical company in IPO and subsequent at-the-market offering aggregating approximately $25 million.
  • Counsel to privately held steel manufacturer in a $600 million Rule 144A secured notes offering, which was the initial debt securities offering for the issuer.
  • Counsel to energy-efficient lighting company in connection with initial listing on Nasdaq and subsequent $50 million underwritten common stock offering.

Mergers and Acquisitions

  • Counsel to electric vehicle developer in connection with going public and listing on Nasdaq through a business combination with a SPAC. Also represented client in subsequent equity line of credit financing.
  • Buyer counsel to NYSE-listed insurance industry client in strategic acquisition of publicly listed company in approximately $338 million transaction.
  • Buyer counsel to NYSE-listed aerospace industry client in multiple strategic acquisitions of publicly listed companies with an aggregate transaction value of over $4 billion.
  • Counsel to SPAC sponsors in multiple business combination transactions.
  • Company counsel in $800 million “going private” management buyout of a NYSE-listed consumer products industry client.
  • Counsel to NYSE-listed aerospace industry client in numerous acquisitions and dispositions of private businesses.
  • As part of a cross-practice business and litigation team, represented minority shareholder and director of a Nasdaq-listed insurance company in opposition to an unsolicited tender offer by majority shareholder.

Recognitions and Memberships

Recognitions

  • The Legal 500 United States (2021 to 2022)
    • Recommended in M&A/Corporate and Commercial: Corporate Governance
  • Chambers USA: Corporate/M&A in Ohio (2014 to 2015, 2022)
    • Band 4 (2022)
  • Ohio Super Lawyers "Rising Star" (2014, 2017)

Memberships

  • TheCorporateCounsel.net: Board of Advisors

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Prior Positions

  • Securities and Exchange Commission, Division of Corporation Finance (2007 to 2012)
    • Office of Capital Market Trends
    • Office of Rulemaking
    • Disclosure Operations

Admissions

  • Colorado
  • Ohio

Education

  • J.D., Case Western Reserve University School of Law, 2005, summa cum laude, Order of the Coif
  • A.B., Princeton University, 1999