An excellent negotiator, Steve wastes no time in getting down to business and is resourceful in finding solutions to a range of problems.
Overview
Steve has a strong reputation in M&A, securities and international transactions, offering a rare combination of excellence and value who presents well to boards. Steve represents clients across the United States in mergers and acquisitions, ESOPs, REITs, securities regulation, securities offerings, international transactions and financing matters. He uses his deep background in law, finance, accounting and project management to complete his clients' most strategically important and challenging assignments.
Steve assists clients on SEC reporting matters, advises boards of directors in corporate governance and liability issues and works with litigation teams defending officers and directors. Steve assists public companies in evaluating unsolicited offers and defense of activist investors.
Steve's M&A experience includes cross-border transactions, asset purchases, public and private mergers and tender offers. He is adept at private placements, initial public offerings, high-yield offerings, investment grade debt, securitizations and international offerings by foreign private issuers.
Steve joined Stinson LLP in 1997 after seven years of corporate transactional practice in the New York, London and Hong Kong offices of Cravath, Swaine & Moore. He has five years of experience as a certified public accountant as an audit manager with KPMG and its predecessors.
Experience
Steve has deep knowledge in the legal and financial challenges of REIT transactions and represents REITs in SEC compliance, public offerings of stock, preferred stock and convertible stock and spin-off transactions.
Steve’s experience with transactions across a broad range of industrial and services industries includes representations of G&K Services, Inc. (NASDAQ: GK), Enventis Corporation (NASDAQ: ENVE) and other publicly- and privately-held companies in M&A transactions.
Steve has represented companies converting to an ESOP structure and the sale of ESOP companies in M&A transactions.
Steve helps technology companies evolve and grow, closing mission-critical offerings of stock and subordinated convertible notes, sales, acquisitions, purchases and tender offers, for clients such as Marco Inc. in its sale to Norwest Equity Partners, LodgeNet Interactive Corporation (NASDAQ: LNET), the sale of Midwest Wireless to Alltel and the sale of myOn to Francisco Partners.
Represented Granite Point Mortgage Trust Inc. (NYSE: GPMT) in a $149,672,500 public offering of common stock, a $131,600,000 public offering of convertible notes and a $125 million Rule 144A offering of convertible notes.
Steve represented Canadian Pacific Railway Limited (NYSE: CP) in industry-changing corporate transactions including sales, acquisitions and divestitures covering multiple states.
Represented Canadian Pacific in its $130,000,000 acquisition of the Central Maine and Quebec Railway from Fortress Transportation and Infrastructure Investors LLC.
Represented Canadian Pacific in the $27,450,000 sale of the Bass Lake Spur in a State of Maine Transaction.
News & Insights
News
Speaking Engagements
"Activist Investors and Their Impact on the M&A Market", M&A Boot Camp, Stinson LLP Webinar, September 2022
"M&A in 2021 – New Challenges and Opportunities Webinar," Association for Corporate Counsel (ACC) Minnesota webinar, March 2021
"SEC Expectations for Corporate Filings," NAVEX Global's Coping Through Covid Podcast, April 2020
"What the Private Company Must Consider When Offering Securities as Executive Compensation," Minnesota CLE, 2019
"Sustainability, Board Room Diversity & Other Corporate Governance Trends," Minnesota Association for Corporate Counsel (ACC), 2019
"Navigating the SEC Regulatory Maze: Current Issues of Importance to Board Members and Corporate Counsel," Minnesota Association for Corporate Counsel (ACC), 2017
"Dealing with Activist Investors," Sponsored by the Minnesota Association of Corporate Counsel (ACC), 2016
Publications
"10b-5 Litigation Questions Follow Justices' Macquarie Ruling," Law360, May 2024
"Delaware Court Invalidates Portions of Stockholder Agreement," New York Law Journal, March 2024
"Is Goldman Sachs' Director Compensation Entirely Fair?" Harvard Law School Forum on Corporate Governance and Financial Regulation, 2019
"Revlon Lives: Delaware Chancery Declines to Apply Corwin Doctrine," Deal Lawyers, 2019
"Proposed 'Test-the-Waters' Communications Rules," Harvard Law School Forum on Corporate Governance and Financial Regulation, 2019
"Potential Effects of SEC Financial Reporting Proposal," Law 360, 2019
"It's Wise to be Wary of Audit 'Dialogue' with PCAOB," Law 360, 2019
"Smaller Reporting Companies and XBRL," Harvard Law School Forum on Corporate Governance and Financial Regulation, 2018
"Considerations for the 2019 Proxy Season," Law360, 2018
"#MeToo Clauses Being Added to Merger Agreements," Deal Lawyers, 2018
"Minnesota Revises its Business Organization Statutes," Bench & Bar of Minnesota, 2018
"SEC Nixes 1940 Act of Registration of Cryptocurrency-Related Funds for Now," American Bar Association Business Law Today, 2018
"Initial coin offerings: The future or the next major fraud?," StarTribune, 2017
"Treasury Issues Plan to Streamline Capital Markets Regulation," American Bar Association Business Law Today, 2017
"Steps To Take As SEC Approves Audit Reporting Changes," Law360, 2017
"Impact of the New Revenue Recognition Standard on M&A," Law360, 2017
"Planning For 2018 Proxy Season: Some Considerations," Law360, 2017
"Revenue Recognition Representations: Impact of FASBs New Standard," Deal Lawyers, 2017
"Working Capital True Up is not an End Run around Liability Bar," Law360, 2017
"Legislation holds clues to what will replace Dodd-Frank," StarTribune, 2016
"Bitcoin block chain technology to revolutionize financial services," StarTribune, 2016
"Universal Proxy: Not Exactly 'Shareholder Democracy'," Law360, 2016
"Social Media Use in M&A: Trends and Challenges," Law360, 2015
Recognitions
Recognitions
Named to the Minnesota Lawyer POWER 30: Mergers & Acquisition, 2023 - Present
JD Supra Readers' Choice Award, Top Author 2022, Securities category
JD Supra 2021 Readers' Choice Award , #1 Author in Securities, Top Author in Mergers & Acquisitions
JD Supra Readers' Choice Award, Top Author 2019, Securities category
Regularly listed in the Chambers USA Guide to America’s Leading Lawyers for Business
Named Top Author 2018 (Mergers & Acquisitions and Securities categories) for JD Supra Readers' Choice Award
Named Top Author 2017 (Banking and Financial Services, Investment Management and Dodd-Frank categories) for JD Supra Readers' Choice Award
Named Top Author 2016 (Dodd-Frank category) for JD Supra Readers' Choice Award
Professional & Civic Activities
Professional & Civic Activities
American Bar Association
Minnesota State Bar Association
Minnesota Business Corporation Committee, Vice Chairman
Practices & Industries
Admissions
- New York
- District of Columbia
- Minnesota
- Colorado
Education
University of Utah College of Law, J.D., 1990
- Order of the Coif
University of Utah, B.S., Accounting, 1982
University of Utah, B.S., Finance, 1982
