Steven’s practice focuses on mergers and acquisitions, corporate law and corporate governance.
Steven is co-head of the firm’s mergers and acquisitions team. He represents clients on a wide variety of M&A transactions, including change-of-control transactions, public company sales, strategic acquisitions and divestitures. He also regularly advises companies and boards of directors in connection with corporate governance, shareholder activism and other fiduciary duty matters.
Steven has been recognized nationally for his M&A and corporate governance practices. He is a fellow in the American College of Governance Counsel, elected to the American Law Institute and was named as a Leading Lawyer for Mergers & Acquisitions (USA) by IFLR 1000. In 2015, Law360 named him an M&A “Rising Star.” In 2013, he was named to the “40 under 40” list of legal counsel by The M&A Advisor. He was also named a “Rising Star of Corporate Governance” by the Millstein Center for Global Markets and Corporate Ownership at Columbia Law School.
Steven is the co-editor and contributing author of Corporate Governance: Law and Practice (LexisNexis), which is a two-volume/16-chapter treatise. He is also the co-author of Goolsby & Haas on Virginia Corporations (5th edition 2014, LexisNexis), which is the definitive guide to Virginia corporation law. He is also the co-drafter of the Virginia Stock Corporation Act.
In addition, Steven has authored more than 40 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.
Steven is the chair of the Corporate Laws Committee 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. He previously served as chairman of the ABA Corporate Governance Subcommittee on Current Developments and Emerging Issues. In addition, he is an adjunct professor of law at the University of Richmond School of Law, where he has taught a course on mergers and acquisitions, and been a guest lecturer at the University of Virginia School of Law.
Relevant Experience
Represented Angelo Gordon & Co.’s affiliate AG Mortgage Investment Trust in its successful topping bid to acquire Western Asset Management Corporation
Served as an expert witness in the Delaware Court of Chancery on corporate drafting, custom, and practice in a dispute between a corporation and activist stockholders
Represented American Electric Power Company (AEP) in the $1.5B divestiture of its renewable energy portfolio to a consortium consisting of Invenergy, CDPQ and Blackstone Infrastructure
Represented Arlington Asset Investment Corp. in its merger with Ellington Financial
Represented Darden Restaurants in its $715 million acquisition of Ruth’s Hospitality Group, Inc., owner of the Ruth’s Chris Steak House brand
Represented Coastal Plywood Company in its $512 million sale to Boise Cascade Company
Represented Healthcare Realty Trust in its $18 billion combination with Healthcare Trust of America
Represented Industrial Logistics Properties Trust in its $4 billion acquisition of Monmouth Real Estate Investment Corporation
Represented Fortress Investment Group in its acquisition of J. Alexander’s Holdings, a publicly traded restaurant company
Represented Capstead Mortgage in its $1 billion merger with Benefit Street Partners Realty Trust, Inc.
Represented Sonesta International Hotels Corporation in its acquisition of Red Lion Hotels Corporation, a publicly traded hotel franchisor
Represented New Lake Capital Partners in its merger with Green Acreage Real Estate Corp. to create a sector-leading industrial REIT
Represented GAINSCO in its sale to State Farm Mutual Automobile Insurance Company
Represented Cyrq Energy, a private equity portfolio company, in its sale to Macquarie Infrastructure and Real Assets
Represented a special committee of independent directors in connection with a sale to a SPAC
Represented Hospitality Properties Trust in its $2.4 billion acquisition of substantially all of the assets of Spirit MTA REIT
Represented Duke Energy in the sale of a minority interest in a $1 billion renewable energy portfolio
Represented the Special Committee of Liberty Tax, Inc., in connection with a recapitalization led by a private equity fund
Represented Pebblebrook Hotel Trust in its successful $5.6 billion unsolicited takeover of LaSalle Hotel Properties
Represented the special committee of a public company in negotiating strategic alternatives with the company’s controlling stockholder
Represented Darden Restaurants in its $780 million acquisition of Cheddar’s Scratch Kitchen Restaurants
Represented Raytheon Company, a leading defense contractor, in numerous acquisitions of other defense and cyber security companies, including in its $500 million all-cash tender offer to acquire Applied Signal Technology, a NASDAQ-listed defense company
Represented Bank of the Cascades in its cash/stock merger with First Interstate BancSystem, Inc.
Represented a custodian appointed by the Delaware Court of Chancery to sell Supreme Oil Company, Incorporated, to Stratas Foods LLC
Represented ShenTel, a telecommunications services company, in its $800 million acquisition of NTELOS Holdings Corp., a publicly-traded wireless phone service provider, and in various related transactions with Sprint
Represented The Hershey Company in its acquisition of the barkTHINs chocolate brand
Represented the independent directors of Cleco Corporation, an NYSE-listed utility company, in its $4.7 billion sale to a consortium of investors led by Macquarie Infrastructure and Real Assets and British Columbia Investment Management Corporation
Represented Stock Building Supply Holdings, Inc. in its $1.5 billion strategic stock-for-stock merger with Building Materials Holding Corporation to create one of the country’s largest lumber and building material supply companies
Represented Kraft Foods Group, Inc. in its $46 billion merger with H.J. Heinz Co.
Represented Wilshire Bank in its strategic merger with BBCN Bancorp Inc.
Represented Cascade Bancorp in its successful go-shop topping bid to acquire Home Federal Bancorp, Inc., a NASDAQ-listed bank
Represented Seamobile, Inc./MTN Communications, a venture capital-backed telecommunications company, in connection with its sale to Emerging Markets Communications
Submitted an amicus brief to the U.S. Court of Appeals for the Second Circuit in Trinity v. Wal-Mart with respect to shareholder proposals submitted under Rule 14a-8, which brief was cited by the court
Represented numerous companies and REITs in responding to activist hedge funds
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 Colonial Properties Trust (NYSE) in its $8.3 billion stock-for-stock merger with MAA/Mid-America Apartments
Represented Darden Restaurants in its acquisition of Yard House USA, Inc., an innovative restaurant business
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 controlling stockholder in a $1.2 billion sale of its 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 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
Memberships
American Law Institute, elected 2021
Member and Chair, ABA Corporate Laws Committee
Former Chairman, ABA Corporate Governance Subcommittee on Current Developments and Emerging Issues
Business Law Section Council – Virginia Bar Association (former President)
Board of Trustees, American College of Governance Counsel
Awards & Recognition
Recognized as a ‘Go To Lawyer’ for business transactions by Virginia Lawyers Weekly, 2024
Recommended for M&A: Middle Market, Legal 500 United States, 2018-2023
Named among Leading Lawyers for Mergers & Acquisitions, USA, IFLR 1000, 2018-2019
Fellow and Board Member, American College of Governance Counsel
Member, American Law Institute
Selected as a Super Lawyer for Mergers & Acquisitions, The Washington Post MagazineVirginia & West Virginia Super Lawyers Magazine, 2017-2023 and Rising Star, 2009-2016
Recognized as a Leader in Corporate/M&A, Southern Virginia, Chambers USA, 2020-2023
Named among Law360 M&A Rising Stars, 2015
Recipient, “40 Under 40” Award, The M&A Advisor, 2013
Named a “Rising Star of Corporate Governance,” Millstein Center for Global Markets and Corporate Ownership at Columbia Law School, 2013
Named to Who’s Who: M&A and Governance
Named among the Legal Elite for Business Law, Virginia Business magazine, 2017-2018, 2022
Recipient, M&A Advisor, Financials Deal of the Year, 2017
Recipient, M&A Atlas Award “USA Deal of the Year – $500-750 Million Markets,” 2016
Recipient, M&A Atlas Award “Corporate Deal of the Year – Middle Market,” 2014
Recipient, M&A Atlas Award “Corporate M&A Deal of the Year” ($10 billion plus), 2012
Recipient, M&A Atlas Award “Corporate M&A Deal of the Year – Large Middle Markets,” 2012
Recipient, M&A Atlas Award “North American Deal of the Year – Middle Markets,” 2011
Recipient, M&A Atlas Award “North American Deal of the Year” ($1 billion to $5 billion), 2011
Recipient, M&A Atlas Award “Consumer Goods and Services Deal of the Year,” 2010
This website uses cookies to collect certain information about your browsing session.
By collecting this information, we learn how to best tailor this site to our visitors. To learn more, view our
Cookies Policy.