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Overview

Steve has more than 25 years of experience helping public and private companies to structure complex financing, acquisition, business formation and other transactions and comply with related governmental requirements.

His public company practice involves counseling both large and small issuers regarding the ongoing evolution of disclosure, executive compensation and corporate governance requirements under Securities and Exchange Commission (SEC) and stock market rules. 

Steve also assists his clients with issues concerning regulation of the public securities markets and trading activities, such as the conduct of issuer stock repurchase programs and numerous aspects of insider trading compliance, including insider trading prevention programs, utilization of “trading plans” under SEC Rule 10b5-1, transaction reporting compliance (SEC Forms 3, 4 and 5) and avoiding “short-swing trading liability” under SEC Section 16 and resales of control and restricted securities (under SEC Rule 144 and otherwise).

His recent accomplishments include:

  • Representing the nation's first public energy infrastructure real estate investment trust (REIT) in multiple underwritten equity and debt offerings financing additions to the REIT's growing portfolio of assets.
  • Assisting another NYSE-listed REIT in multiple public financing transactions, and with the ongoing management of its corporate structure and relationships with minority partners.
  • Assisting a public company with a restructuring of its senior executive compensation programs resulting in an affirmative shareholder "say-on-pay" vote following a failed vote the prior year.

Steve also advises his clients on institutional and retail shareholder relations issues, including overall monitoring of corporate governance ratings as well as responses to shareholder proposals and related matters. He has provided counsel and assistance concerning corporate governance matters to boards of directors for public companies of all sizes, including New York Stock Exchange (NYSE) and Nasdaq-listed companies as well as unlisted smaller reporting companies, including compliance with the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and related regulatory developments. In addition, he has extensive experience with the design, drafting, registration and implementation of equity compensation plans.

Steve has represented clients in a variety of industries, including real estate development, grocery retailing, textile and apparel manufacturing, floor covering, banking, soft drink bottling, trucking and transportation, and renewable energy.


Industry

Services

Education

  • J.D., University of Tennessee College of Law
    • with honors
    • Tennessee Law Review, Executive Editor
  • M.B.A., University of Tennessee-Knoxville
    • Finance
  • B.S., University of Tennessee-Knoxville
    • Statistics
    • with highest honors

Admissions

  • Tennessee
  • U.S. District Court, Eastern District of Tennessee

Professional Associations and Memberships

  • National Association of Real Estate Investment Trusts (NAREIT)
  • Society of Corporate Secretaries & Governance Professionals
  • American Bar Association, Business Law Section
  • Chattanooga Bar Association
  • Tennessee Bar Association, Business Law Section
Experience
  • Representing issuers in more than $3.2 billion of financing transactions through public and private offerings of equity and debt securities, including underwritten offerings and “best efforts” offerings conducted by issuers themselves or utilizing the services of a placement agent.
  • Helped an unlisted smaller reporting company conduct a “going dark” reverse-forward stock split to terminate its SEC reporting obligations.
  • Assisting clients with numerous merger and acquisition transactions in a variety of industries, including transactions involving the issuance of publicly registered securities to equity holders of the target entity.
  • Helping both listed and unlisted public companies respond to continually changing regulations concerning mandated public disclosures and corporate governance issues.
  • Assisting a NYSE-listed company in the transition from an SEC automatic shelf registration to a standard Form S-3 upon the loss of “well-known seasoned issuer” status due to declining stock prices, and filing a new automatic shelf registration after the company’s market capitalization recovered.
  • Assisting public companies with proxy solicitations involving shareholder approval of equity issuances to both affiliated and nonaffiliated parties in a variety of acquisition and financing transactions, as well as approval of increases in authorized stock and other routine charter amendments.
  • Counseling a public company concerning the restatement of financial statements due to accounting errors and related matters.
  • Helping a national nonprofit religious organization respond to an investment scam involving a Ponzi scheme perpetrated against the organization and several of its supporters by an outside promoter.
Community Leadership
  • Jan Pennington Gray Harp Scholarship Fund Inc., Board of Directors, 2002-present
  • Red Bank Baptist Church, Worship Orchestra; Board of Trustees; Past Finance Committee Chair; Past Committee on Committees Chair
  • Chattanooga Clarinet Choir