Overview

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

  • Takeovers, control contests and activist shareholder matters
  • Public company board and special committee matters
  • Securities law and public company reporting
  • Mergers and acquisitions
  • General corporate matters

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

Experience

Derek's recent work has principally consisted of the following:

  • Representation of activist investors, contests for corporate control, and advising public companies regarding takeover preparedness, activist hedge funds and other activist shareholders.
  • Advising public company boards and special committees on corporate governance, securities offerings and sale transactions.
  • 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.
  • Acquisitions and dispositions for public companies in the S&P500, middle market public companies and private middle market companies.
  • Representation of start-up companies with formation and capitalization matters and attracting venture capital investors.
Publications

The following publications were authored or co-authored by Derek Bork:

  • "Shareholder Activism Via Board Control Often Requires Long Range View," Deal Lawyers, September-October 2012
  • "Startup Companies Update: SEC Proposes Rules Lifting Regulation D General Solicitation Prohibition," September 2012
  • "Activism via Board Control Often Requires Long Range View," HedgeTracker.com, July 2012
  • "Startup Companies Update: The JOBS Act: Impact on Capital-Raising for Startup Companies," April 2012
  • "Do-It-Yourself Shareholder Activism – A Risky Venture," Hedgetracker.com, January 2012
  • Comment Letter to the Securities and Exchange Commission on Proposed Whistleblower Rules under the Dodd-Frank Act, December 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 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 2009
  • "Now or Never: It's Time to Revive the Poison Pill," Bloomberg Law Reports: Corporate Law, April 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 2002
  • Contributing Author, Punitive Damages and Business Torts: A Practitioner's Handbook, American Bar Association, 1998

The following articles quote or mention Derek Bork:

  • Chairman's Letter to Shareholders, Paragon Technologies, Inc., June 13, 2014
  • "Shareholder Activism May Jolt Restaurant Property Deals," Law 360, January 17, 2014
  • Chairman's Letter to Shareholders, Paragon Technologies, Inc., August 26, 2013
  • "The case against a Delaware state common law fraud action from alleged misstatements in a filing required by federal securities law," M. Drory · University of Pennsylvania Journal of Business Law, Spring 2012
  • "GCs Laud Securities, M&A Attorneys With Top Client Skills," Law 360, February 2012
  • "Leonard Green's $1.6B Jo-Ann Buyout Triggers Probes," Law 360, December 2010
  • "In-House Counsel Name Favorite Securities Lawyers," Law 360, January 2010
  • "Proxy Access: A Study of 500+ Letters Submitted to the SEC on 'Facilitating Shareholder Director Nominations,'" The Altman Group, November 30, 2009
  • "Poison Pill Increasingly A Tough Call," Law 360, October 2009
  • David P. Porter, "Institutional Investors and Their Role in Corporate Governance: Reflections by a "Recovering" Corporate Governance Lawyer," 59 Case W. Res. L. Rev. 627 (2009)
Presentations
  • "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
Distinctions
  • BTI Client Service All-Star, 2010, 2012 and 2014
  • Selected for inclusion in Super Lawyers by Ohio Super Lawyers magazine, 2009
Professional and Civic

Professional Associations

  • Ohio State Bar Association - Corporation Law Committee, Tender Offer Subcommittee (Vice Chair) and Legislative Review Subcommittee
  • Ohio Venture Association
  • ACG Cleveland, Deal Maker Awards Steering Committee, 2009

Community Activities

  • The Littlest Heroes, member, Board of Directors, 2004 to 2010; member, Governance and Nominating Committee, 2004 to 2010; member, Executive Committee, 2008 to 2010
  • Cleveland International Program, member, Board of Trustees, 2002 to 2005; chairman, Program Committee, 2002 to 2004
News

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