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 represents clients in connection with capital markets and business combination transactions, and provides ongoing advice with respect to corporate and compliance matters. His transactional experience includes many registered and exempt offerings of equity and debt securities; tender offers; and public and private mergers, acquisitions, and joint ventures. In John's representation of public companies, he provides day-to-day advice on securities reporting and disclosure issues, compliance with 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, most recently as special counsel in the Office of Capital Market Trends. In this position, he analyzed trends and developments in the capital markets, evaluated novel and complex securities and transaction structures, and implemented regulatory and policy initiatives arising from financial industry reform legislation. While on the SEC staff, John also served in the division's Office of Rulemaking, where he developed various new regulations applicable to public companies.

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.
  • Counsel to a NYSE-listed energy industry master limited partnership in a $1.6 billion senior notes offering and $300 million follow-on common unit offering.
  • Counsel to a NYSE-listed insurance industry client in multiple senior notes offerings aggregating more than $1 billion.
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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.
  • Counsel to a NYSE-listed energy industry master limited partnership in a $1.6 billion senior notes offering and $300 million follow-on common unit offering.
  • Counsel to a NYSE-listed insurance industry client in multiple senior notes offerings aggregating more than $1 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 and the registered offering of new notes.
  • Counsel to a NYSE-listed energy industry client in connection with privately negotiated exchange transactions of more than $1 billion of outstanding subordinated notes for new secured notes and common shares.
  • Company counsel in $800 million "going private" management buyout of a NYSE-listed consumer products industry client.
  • 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.
  • Buyer counsel in strategic acquisitions of publicly-listed aerospace industry companies with an aggregate value of approximately $250 million. 
  • Represents small- and mid-cap public companies in a variety of capital markets transactions, including limited shelf registrations and takedowns and CMPOs, and stock exchange listing matters.  
  • Represents public companies in responding to stockholder proposals, including seeking no-action relief from the SEC under Rule 14a-8, and in addressing evolving corporate governance trends.
  • Represents public companies in reviews of Regulation G compliance and non-GAAP disclosure practices in light of renewed SEC guidance and focus.

Recognitions and Memberships

Recognitions

  • Chambers USA: Corporate/M&A in Ohio (2014 to 2015)
  • Ohio Super Lawyers "Rising Star" (2014, 2017)

Memberships

  • TheCorporateCounsel.net: Board of Advisors

Prior Positions

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

Admissions

  • Ohio, 2005

Education

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