Our people

Todd represents public and private companies in a wide variety of transactions, including securities offerings, venture capital investments, corporate acquisitions and divestitures.  He also assists public companies, including smaller reporting companies and emerging growth businesses, in complying with the complex requirements imposed by the SEC and stock exchanges, as well as by state corporate laws and regulators.

Todd’s experience includes representing issuers and underwriters in a broad range of securities activities, including public offerings and private placements of debt and equity securities, tender offers, proxy contests, going-private transactions, and preparation/review of periodic reports filed with the SEC.  He also help clients with annual meeting preparation, including preparation of proxy materials, and provides advice regarding ongoing securities compliance.

Todd has extensive experience advising clients in connection with corporate governance and board of directors and board committee members.  He also assists corporate clients in developing and implementing customized compliance and ethics programs and policies that address issues arising under the Sarbanes-Oxley Act and securities laws.  He also advises the directors and management of clients regarding compliance with beneficial ownership reporting requirements and insider trading issues.

Representative Matters

• Represents public companies with the development, implementation and review of corporate governance policies, including document destruction and record retention, whistleblowing, insider trading, disclosure controls and procedures, and codes of ethics.

• Helps companies critically assess board access, composition, materials and meetings; CEO/CFO certifications and underlying procedures; disclosure compliance, including implementation of new MD&A requirements; and director compensation, duties, independence, evaluation and recruitment.

• Represents private companies seeking to raise capital through private placements, angel investors, and venture capitalists. Also represents placement agents and venture capital firms in various debt and equity financings.

• Represents public and private companies in leveraged and strategic acquisitions, dispositions and mergers ranging in size from $100,000 to $400 million, including a high-tech public company in a takeover by a billion-dollar public company, and the acquisition of numerous consulting businesses.

• Regularly advises public companies and broker-dealers on securities law compliance issues, including periodic reporting requirements, corporate compliance with Regulation FD, responding to analysts, insider trading and compliance policies, proxy solicitations, short-swing profit rules, resales of restricted securities and NASD and Exchange regulatory matters.

Experience

Legal Education

Undergraduate Education

Professional Admissions / Qualifications

• Illinois

Professional Affiliations

• Member, American Bar Association
• Member, Illinois State Bar Association