Kevin’s practice focuses on mergers and acquisitions, advising public companies in connection with corporate governance matters and their preparation of periodic reports, proxy statements and earnings releases, public and private securities offerings, and representing public and private companies on a variety of other corporate and securities matters.
Shareholder Activism: Kevin is a member of the firm’s Shareholder Activism Group and has assisted clients with issues related to shareholder rights plans, contested director elections, classified boards, advance notice bylaws, Rule 14a-8 shareholder proposals, ISS and other proxy advisory firm-related matters, and Section 13 of the Securities Exchange Act and standstill agreements. Kevin has also authored various articles on shareholder activism-related topics as noted below.
Mergers and Acquisitions: Kevin has represented public and private company clients on a wide variety of mergers and acquisitions, including the representative matters listed below.
Corporate Finance: Kevin has assisted clients in connection with public offerings, Rule 144A offerings, private placements and venture capital investments.
Securities Laws Compliance/Corporate Governance: Kevin regularly advises public company clients in connection with their preparation of Form 10-Ks, 10-Q, 8-Ks, proxy statements and earnings releases. Kevin has also advised public company clients on a variety of corporate governance related matters, including compliance with the Sarbanes-Oxley Act of 2002 and other federal securities laws requirements, compliance with stock exchange corporate governance listing standards, committee charters and corporate governance guidelines, board and committee composition issues, internal control and disclosure control matters, Regulation FD, insider trading policies and 10b5-1 trading plans.
Representative Experience:
- Providing SEC disclosure counsel advice to the audit committee of a Fortune 100 company;
- Representing an NYSE-listed company in its $260 million acquisition of a government program eligibility and enrollment services company;
- Representing an NYSE-listed company in its approximately $160 million acquisition of a privately-held manufacturer of filtration products;
- Representing an NYSE-listed company in its approximately $145 million disposition of its vacation rental businesses;
- Representing a NASDAQ-listed issuer in its initial public offering of common stock;
- Representing an NYSE-listed company in connection with its issuance of $360 million of convertible notes and $125 million of common stock;
- Representing an NYSE-listed company in connection with its acquisition of a provider of electronic pharmacy healthcare solutions for $75 million in cash and additional equity consideration; and
- Representing public companies in connection with their consideration of shareholder rights plans and their review of other defensive measures.
Kevin has assisted in drafting certain provisions of the model public company agreement and plan for merger currently being prepared by the American Bar Association’s Committee on Negotiated Acquisitions.
Prior to joining the firm, Kevin practiced at Sherrard & Roe, PLC in Nashville and at Latham & Watkins in Washington, D.C.
Kevin is a native of Louisville, Kentucky, and enjoys history, reading, college football, softball, exercising and running.
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