April has extensive experience advising companies on complex business transactions including mergers, acquisitions, joint ventures and global supply arrangements. She works closely with clients' senior management in resolving their most challenging corporate legal issues. In addition, her practice focuses on securities offerings, corporate governance, Sarbanes-Oxley compliance and private equity matters.

April is licensed to practice in Ohio and New York.

Education

  • The University of Chicago Law School, J.D., 1994
  • University of Michigan, B.B.A., 1990, magna cum laude

Representative Matters

  • Mergers and Acquisitions
  • Advised Fortune 200 public company in $1.5 billion sale of a division that operated more than 33 manufacturing facilities in 13 countries to a private equity-backed buyer.  Led the engagement including extensive auction process, sell-side diligence, and drafting and negotiating transaction documents.  Managed team of foreign counsel for 12 jurisdictions (including Australia, Brazil, Chile, China, France, India, Mexico, Slovenia, South Africa and the United Kingdom).
  • Advised clients on cross-border and domestic mergers and acquisitions including a $10 billion purchase of a domestic investment bank by a German bank and $1 billion acquisition of Latin American investment firm by domestic investment bank.
  • Managed extensive auction process for $3 billion sale of international hotel group with more than 300 hotel properties worldwide.  Negotiated stock purchase agreement with UK company that was the ultimate buyer.
  • Represented Fortune 200 manufacturing company in the carve-out and disposition of a division with manufacturing operations in the U.S. and France to a private equity-backed buyer.
  • Advised a public company in effecting a merger to change place of incorporation from Delaware to Ohio. Counseled client on the pros and cons of the transaction including relevant antitakeover statutes and institutional investor reception to the proposal.
  • Counseled public gaming company in connection with its acquisition by a strategic domestic buyer.  Advised board regarding their fiduciary duties.
  • Securities and Capital Markets
  • Counseled property and casualty insurance company in its initial public offering and listing on Nasdaq.  Advise senior management on securities compliance issues, corporate governance and  follow-on offerings.
  • Advised student loan company in connection with underwritten public offering of its common stock.  Counselled the client through the SEC review process.
  • Represented investment bank in connection with its 144A placement of high yield convertible subordinated notes of a telecommunications company.
  • Represented the government of an Eastern European country in connection with the proposed registration of its initial “yankee bond” offering in the United States.  Drafted related registration statement on Schedule B.  Advised client in due diligence and drafting sessions with its underwriters and ratings agencies.  Negotiated fiscal agency agreement and underwriting agreement.
  • Securities Compliance, Sarbanes Oxley and Corporate Governance
  • Represent public companies listed on NYSE or Nasdaq and provide advice on securities law compliance, listing requirements, '34 Act filings including proxy statements, annual reports and other periodic filings, corporate governance and Sarbanes-Oxley compliance.
  • Advise boards of directors regarding corporate governance and Sarbanes-Oxley disclosure and compliance issues including stockholder communications, executive compensation disclosure, director qualifications, auditor independence, independent directors, and codes of ethics and conduct.
  • Private Equity
  • Former Chair, Private Equity Group. Led cross-functional, firm wide group of partners and associates working on private equity and venture matters.
  • Assist clients in establishing new private equity funds and fund-of -funds. Advise clients on various legal issues relating to establishing funds including securities matters, ERISA, Investment Adviser Act and Investment Company Act. Analyzed fund documentation for underlying portfolio funds.
  • Advise buyout funds in connection with potential acquisitions of and investments in portfolio companies. Conduct extensive due diligence and negotiate and draft acquisition documents and related ancillary agreements.
  • Advised clients on fund organizational and market terms for carried interest, management fees and limited partner preferred returns.

Professional & Civic Involvement

Community Activities

Young Presidents' Organization (YPO) - Women's International Network and Cleveland Chapter, 2009-present
The 50 Club of Cleveland, 2009-present
University Health Hospital Systems, Board of Trustees, 2009-present
Cleveland Museum of Art, Board of Trustees, 2009-present
Team NEO (Northeast Ohio), Board of Trustees, 2009-present
Cleveland Zoological Society - Board of Trustees, 2003-present; Executive Committee, 2007-present
The Cleveland Foodbank, Inc. - Board of Trustees, 2000-2009
Cuyahoga Community College Foundation - Board of Trustees, 2005-present; Vice Chair, 2009-present
In Counsel With Women, 2009-present
Leadership Cleveland · Member, Class of 2007
The German Marshall Fund of the United States · Marshall Memorial Fellow, Class of 2002
Cleveland Bridge Builders · Member, Class of 2001
YWCA of Greater Cleveland, Executive Leadership Advisory Council, 2004-2007
United Black Fund - Board of Trustees, 2001-2005; Executive Committee, 2002-2005

Publications

  • "Corporate Reform Under Sarbanes-Oxley and the Board of Directors" · Kaleidoscope Magazine, Women's Issue 2004
  • "Finding a Misstatement in Your Published Financial Statements: Should the Company Restate?" · Kaleidoscope Magazine, Diversity Issue 2004
  • "Nasdaq Tightens Rules on Shareholder Approval of Stock and Option Plans for Officers, Directors and Others" · Kaleidoscope Magazine, Fall 2003
  • "Corporate Reform Under Sarbanes-Oxley: Is Your Company Ready? Are You?" · Kaleidoscope Magazine, Diversity Issue 2003
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Presentations

  • "Best Practices for New Public Companies and Private Companies Considering an IPO", 9th Annual SEC Issues Update, October 2005
  • Co-Chair, "Spotlight On Women: Advise and Protect: Your Role as Corporate Guardian" , Thompson Hine LLP Seminar, April 19, 2005
  • "Reporting Up the Ladder and Ethical Obligations for In-House Counsel Under Sarbanes-Oxley", Client CLE, August 2004
  • "Recent Developments in Securities Law" , Cleveland Bar Association Securities Law Institute, 2002
  • "Introduction to Securities Transactions: Nuts and Bolts" , Cleveland Bar Association, Securities Law Section, October 2001
  • "Serving on Nonprofit Boards: Opportunities For Women in Leadership" • Panelist, presentation to Members and guests of the Women’s Executive Committee , The Club, July 2001
  • "Securities Law Update", American Society of Corporate Secretaries , January 2001
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Awards & Honors

  • Inside Business • The Power 100 - Northeast Ohio's Most Influential People, 2010
  • YWCA • Women of Achievement, 2010
  • Kaleidoscope Magazine • Women Who Give Back, 2009
  • Chambers USA: America's Leading Lawyers for Business, Corporate/Mergers & Acquisitions, 2005, 2006, 2007, 2008, 2009 and 2010
  • Ohio Super Lawyers Mergers & Acquisitions, Securities & Corporate Finance, 2005, 2006, 2007, and 2010
  • Securities Law 360 • 10 People Under 40 to Watch, February 2, 2007
  • Kaleidoscope Magazine 40/40 Club • Member, Class of 2001