Steven’s practice focuses on mergers and acquisitions, corporate law and corporate governance.
Steven represents clients on mergers and acquisitions, corporate governance and securities law matters. He has advised companies and boards of directors in connection with various change-of-control transactions involving strategic buyers and financial sponsors. He also regularly counsels clients with respect to corporate governance issues, shareholder activism, and fiduciary duty matters.
Steven has been recognized nationally for his M&A and corporate governance practices. 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.
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.
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. He previously served as chairman of the ABA Corporate Governance Subcommittee on Current Developments and Emerging Issues. In addition, he has served as an adjunct professor of law at the University of Richmond School of Law, where he has taught a course on mergers and acquisitions.
Represented Darden Restaurants in its $780 million acquisition of Cheddar’s Scratch Kitchen Restaurants
Represented a leading defense contractor in numerous acquisitions of other defense and cyber security companies
Represented Bank of the Cascades and its bank holding company, Cascade Bancorp, in their 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 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 Raytheon Company in its $500 million all-cash tender offer to acquire Applied Signal Technology, a NASDAQ-listed defense company
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
Member, ABA Committee on Corporate Laws
Former Chairman, ABA Corporate Governance Subcommittee on Current Developments and Emerging Issues
Business Law Section Council – Virginia Bar Association
Awards & Recognition
Fellow, American College of Governance Counsel
Recipient, M&A Atlas Award “USA Deal of the Year – $500-750 Million Markets” (2016)
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 International Who’s Who of Corporate Governance
Selected as a Rising Star for Mergers & Acquisitions, Virginia Super Lawyers magazine, 2009-2015. A description of the selection methodology can be found on Super Lawyers’ webpage.
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)
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