Stephen Hinton joined Bass, Berry & Sims in 2006. Stephen’s practice focuses on representing public and private companies on an ongoing basis, including general corporate and securities law, securities offerings, and mergers and acquisitions. Stephen is also a member of the firm's Shareholder Activism Subgroup where he regularly advises clients on all aspects of shareholder activism matters, including takeover defense, proxy contests, responding to shareholder proposals and related corporate governance and securities law matters.
Shareholder Activism: Stephen assists 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, Section 13 of the Securities Exchange Act and standstill agreements. Stephen has also authored various articles and presented on shareholder activism-related topics.
Securities Laws Compliance/Corporate Governance: Stephen regularly advises public company clients in connection with their preparation of periodic filings with the SEC, proxy statements and earnings releases. Stephen has also advised public company clients on a variety of corporate governance-related matters, including compliance with stock exchange corporate governance listing standards, committee charters and corporate governance guidelines, Regulation FD, insider trading policies and 10b5-1 trading plans.
Mergers and Acquisitions: Stephen represents public and private company clients in connection with mergers and acquisitions, including the representative matters below.
Corporate Finance: Stephen represents clients in connection with public offerings, Rule 144A offerings and private placements, including the representative matters below.
Representative Experience:
- Represented a privately-held company in its sale to a competitor for approximately $600 million in cash and stock;
- Represented an NYSE-listed issuer in its concurrent issuance of $360 million of convertible notes and $125 million of common stock;
- Represented a NASDAQ-listed issuer in its $135 million initial public offering of common stock;
- Represented a NASDAQ-listed issuer in its $70 million follow-on offering of common stock;
- Represented a privately-held healthcare company in multiple strategic acquisitions;
- Served as special Tennessee counsel for buyers and sellers in multiple public and private company acquisition transactions involving Tennessee companies; and
- Represented public companies in connection with actual and threatened proxy contests, including their consideration of shareholder rights plans and their review of other defensive measures.
Stephen received his J.D. from the Vanderbilt University Law School in 2006. While in law school, he served as associate editor of the Vanderbilt Journal of Entertainment and Technology Law. Stephen received a B.A. in economics, summa cum laude, from Vanderbilt University in 2003.
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