Steven represents clients on mergers and acquisitions, securities laws and corporate governance matters. He has advised numerous companies, special committees and controlling shareholders in connection with various change-of-control transactions involving strategic and financial buyers. He also regularly counsels clients with respect to corporate governance issues and fiduciary duty litigation.
He was recently named to the “40 under 40” list of legal counsel by The M&A Advisor. Steven is an appointed member of the Committee on Corporate Laws of the Business Law Section of the American Bar Association. This committee has jurisdiction over the Model Business Corporation Act, which is followed in whole or in part by a majority of states.
Steven is the co-author with colleague Allen Goolsby of Goolsby & Haas on Virginia Corporations (5th edition 2014, LexisNexis). This book is the definitive guide to Virginia corporation law. He is also the co-editor of and contributing author to Corporate Governance: Law and Practice (LexisNexis), which is a two-volume/16-chapter treatise that is updated annually.
In addition, Steven has authored more than 35 articles that have appeared in legal and business publications such as The M&A Lawyer, Deal Lawyers, Corporate Governance Advisor, The Business Lawyer, and Delaware Law Review, among others. Several of his articles have been cited by the Delaware Court of Chancery and the Delaware Supreme Court. Steven contributes to the blogs Harvard Law School Forum on Corporate Governance and Financial Regulation and Deal Lawyers.com.
He previously served as chairman of the ABA Corporate Governance Subcommittee on Current Developments and Emerging Issues. In addition, for four years, he has served as an adjunct professor of law at the University of Richmond School of Law, where he teaches a course on mergers and acquisitions.
- Represented Cascade Bancorp in its successful topping bid to acquire Home Federal Bancorp, Inc., a NASDAQ-listed bank (Americas M&A Atlas Deal Of The Year- Middle Markets - 2013).
- Represented CapLease, Inc. in its $2.2 billion sale to American Realty Capital Properties, Inc. and related “go-shop” sale process.
- Represented the special committee of an NYSE-listed REIT in an $8.3 billion stock-for-stock merger.
- Represented a Fortune 500 company in its $600 million acquisition of an innovative restaurant business from a private equity sponsor.
- Represented Progress Energy in its $30 billion modified merger-of-equals with Duke Energy to create the country's largest regulated utility.
- Advised several private equity firms and their portfolio company on numerous acquisitions, including the $560 million acquisition of a NASDAQ company.
- Advised a NASDAQ company and its special committee in an all-cash sale to a foreign acquiror.
- Represented a Fortune 100 company in its $500 million all-cash tender offer to acquire a NASDAQ company.
- Represented a controlling stockholder in a $1.2 billion sale of a controlled public company to a pharmaceutical company.
- Represented AmeriCredit Corp. in its $3.5 billion all-cash sale to General Motors.
- Represented a Fortune 50 company in its $11.7 billion acquisition of public consumer products company.
- Represented a target company board of directors in a merger involving a “go-shop” provision leading to a favorable reported decision in the Delaware Court of Chancery.
- Assisted in the representation of an NYSE-listed company in its $1.25 billion stock-for-stock merger with a NASDAQ-listed company.
- Assisted in the representation of an NYSE-listed company in its successful defense to an unsolicited hostile tender offer and consent solicitation.
- Assisted in the representation of the former directors and officers of an insurance company leading to first-impression decisions in the Delaware Supreme Court and Delaware Court of Chancery rejecting the doctrine of “deepening insolvency” as a theory of director liability.
- Represented a private equity fund in a transaction dispute resulting in a landmark decision by the Delaware Court of Chancery in ABRY Partners V, L.P. v. F&W Acquisition, LLC.