Derek D. Bork

Practices

• Corporate Transactions & Securities

Professional Experience

Derek is a partner in the firm's Corporate Transactions & Securities practice group. His practice as an attorney is focused in the following areas:

• mergers and acquisitions;
• takeovers and activist shareholder matters;
• public company board and special committee matters;
• securities law and public company reporting;
• venture capital transactions; and
• general corporate matters.

Derek also provides advice regarding strategy in takeover and activist shareholder matters and other contests for corporate control.

Education

• Georgetown University Law Center, J.D., 1996
• Stanford University, A.B., 1993

• Acquisitions and dispositions for public companies in the S&P500, middle market public companies and private middle market companies.
• Advising public company boards and special committees on corporate governance, securities offerings and sale transactions.
• Contests for corporate control, and advising public companies regarding takeover preparedness and activist hedge funds and other activist shareholders.
• Service as Ohio local counsel on takeover matters involving the Ohio control share acquisition statute, Ohio merger moratorium statute, Ohio control bid statute, and Ohio greenmail statute.
• Service as Ohio local counsel on public company and other strategic transactions involving Ohio corporations.
• Securities offerings and advising public companies on periodic reporting and general securities law matters.
• Representation of venture capital investors in a variety of transactions, involving such industries as the software, medical, energy, telecommunications, high technology, e-commerce and service industries.
• Representation of start-up companies with formation and capitalization matters and attracting venture capital investors.

• The following publications were authored or co-authored by Derek Bork:
• “Do-It-Yourself Shareholder Activism - A Risky Venture” · Hedgetracker.com, January 24, 2012
• Comment Letter to the Securities and Exchange Commission on Proposed Whistleblower Rules under the Dodd-Frank Act, December 3, 2010
• Public Company Update: Proxy Access - Initial Considerations for Public Companies, September 2010
• "Easy Prey: Small Cap Companies Often Neglect Takeover Defenses" · Securities Law 360, June 10, 2010
• Public Company Update: Placing a Poison Pill "On the Shelf", August 2009
• Comment Letter to the Securities and Exchange Commission on Proposal Regarding Proxy Access, July 14, 2009
• "Now or Never: It's Time to Revive the Poison Pill" · Bloomberg Law Reports: Corporate Law, April 20, 2009
• "Greenmail Disgorgement Statutes and Corporate By-Law Provisions Could Trap Activist Hedge Funds" · Bloomberg Corporate Law Journal, Winter 2009 Issue
• "Venture Cap May Come With Request for Control" · Crain's Cleveland Business, June 10, 2002
• Contributing Author, "Punitive Damages and Business Torts: A Practitioner's Handbook," American Bar Association, 1998
• The following articles quote Derek Bork:
• "In-House Counsel Name Favorite Securities Lawyers" · Law 360, January 26, 2010

• The Poison Pill: A Classic from 1979, October 2011
• Activist Investing Roundtable, Panelist, April 2010
• Proxy Fights, March 2010
• Consideration of Placing a Poison Pill "On the Shelf", August 2009
• A Thousand Decisions in 56 days: Winning the Proxy Contest, May 2009
• The "Fiduciary Duty Club" in Proxy Contests, March 2009
• Recent Trends in M&A Due Diligence and Litigation, August 2008
• Structuring a Debt Tender Offer in an M&A Transaction, December 2004
• Teaming with In-House Counsel and Professionals on M&A Transactions, November 2004
• Buying a Company During its IPO Process, October 2004

• BTI Client Service All-Star (2012)
• BTI Client Service All-Star (2010)
• Selected for inclusion in Super Lawyers by Ohio Super Lawyers magazine (2009)