Overview

Tom is a partner in the firm's Corporate Transactions & Securities practice group. He was leader of the practice group from 1999 to 2004. He focuses his practice on securities law compliance and reporting, public and private offerings, corporate governance, domestic and international mergers and acquisitions and joint ventures. He works primarily with public companies and their directors and officers in a variety of industries, including banking and financial services, commercial real estate, chemicals, electronics and industrial equipment.

Experience

Representative matters for which Tom has had primary responsibility include:

Capital Markets and Securities
  • REIT conversion and restructuring of $10 billion NYSE-listed real estate operating company.
  • $840 million underwritten public equity offering for a NYSE-listed national real estate company.
  • $220 million private placement of perpetual convertible preferred stock for a NYSE-listed national real estate company.
  • $200 million private placement of convertible senior notes for a NYSE-listed national real estate company.
  • $200 million private placement of puttable senior equity-linked notes for a NYSE-listed national real estate company.
  • $330 million underwritten public equity offering for a NYSE-listed national real estate company.
  • $250 million underwritten public debt offering by a NASDAQ-listed business-services company (underwriters' counsel).
  • $500 million underwritten public debt offering by a NASDAQ-listed business-services company (underwriters' counsel).
  • $650 million underwritten public debt offering by a NYSE-listed manufacturer of printing and imaging equipment and software.
  • Multi-state private placements of limited liability company member interests in connection with exchange of interests in 30 regional enclosed shopping malls.
  • $480 million public offering for a publicly held medical technology company in connection with acquisition of a NYSE-listed medical technology company.
  • Initial and follow-on public offerings for a medical technology company.
Mergers and Acquisitions
  • Acquisition by a NYSE-listed polymer services company of a privately held specialty coatings manufacturer.
  • Acquisition by an international provider of power services of a power plant management business.
  • Acquisition by a generation and transmission cooperative of a gas-fired peaker electrical generating facility from an investor-owned public utility.
  • Acquisition by a NASDAQ-listed industrial application equipment manufacturer of a privately held dispensing systems manufacturer.
  • Sale of a national automotive service center chain in bankruptcy court auction.
  • Sale by a NYSE-listed diversified industrial manufacturer of an air control valve business.
  • Sale by a super-regional bank holding company of its defined contribution pension plan record-keeping business.
  • Acquisition by a NYSE-listed diversified industrial manufacturer of the industrial and hydraulic hose and tubing business of a NYSE-listed manufacturer of vehicle modules, systems and components.
  • $1.25 billion consolidation of a NYSE-listed polymer services company with another NYSE-listed polymer services company.
  • Sale by a Japanese chemical manufacturer of its biochemical research business.
  • $500 million sale by a Japanese chemical manufacturer of its worldwide agricultural chemical business to a British pharmaceutical and chemical manufacturer.
  • $490 million sale by a super-regional bank holding company of its mortgage servicing business.
Joint Ventures
  • Two joint ventures for the development and operation of open-air shopping centers in suburban Cleveland.
  • Joint venture between a national shopping center developer and a NYSE-listed REIT for operation of million-plus square foot super-regional mall and adjacent shopping centers in North Carolina.
  • Joint venture between a national shopping center developer and a NYSE-listed REIT for the development and operation of a million-plus square foot open-air shopping center in Florida Gulf Coast region.
  • Joint venture between a NYSE-listed diversified industrial manufacturer and a NYSE-listed heavy industrial equipment manufacturer for the manufacture of generator/paralleling switchgear and automatic transfer switches.
  • $1 billion (book value of assets) joint venture between a NYSE-listed polymer services company and a NYSE-listed chemical company involving 12 chemical plants and a related acquisition of two chemical plants.
PublicationsPresentations
  • Moderator and Panellist, RR Donnelley SEC Hot Topics Institute 2011, 2012, 2013, 2014, 2015 and 2016
  • “Don't Get Burned: Allocating Risk in Contracts,” Association of Corporate Counsel, July 16, 2015
  • "Securities Offering Issues," Bowne of Cleveland/Society of Corporate Secretaries and Governance Professionals SEC Issues Update Seminar, 2010
  • "2010 Proxy Season Review and 2011 Preview," Society of Corporate Secretaries and Governance Professionals, Northeast Ohio Chapter, 2010
  • "2010 Proxy Season Update," Washington Metropolitan Association of Corporate Counsel, 2010
  • "2010 Proxy and Executive Compensation Pre-Season Review," Washington Metropolitan Association of Corporate Counsel
  • "Securities Offering Issues," Bowne of Cleveland SEC Issues Update Seminar, 2009
  • "2010 Proxy Season Issues," Society of Corporate Secretaries and Governance Professionals, Northeast Ohio Chapter, 2009
  • "Mergers and Acquisitions in 2009 and Securities Law Implications of the Slump," Association of Corporate Counsel, Northeast Ohio Chapter, 2009
  • "Deal Financing Issues," Bowne of Cleveland/Society of Corporate Secretaries and Governance Professionals SEC Issues Update Seminar, 2008
  • "2009 Proxy Season Issues," Society of Corporate Secretaries and Governance Professionals, Northeast Ohio Chapter, 2008
  • "Best-Prices Rules Amendments and M&A Matters," RR Donnelley SEC Hot Topics Institute, 2007
  • "Executive Compensation and Director Fiduciary Duties," Cleveland Bar Association Securities Law Institute, 2007
  • "Executive Compensation – Application of Rules," Bowne of Cleveland/Society of Corporate Secretaries and Governance Professionals SEC Issues Update Seminar, 2006
  • "Election of Directors by Majority Vote," Cleveland Bar Association Securities Law Institute, 2006
Distinctions
  • AV® Preeminent Rated by Martindale-Hubbell
  • Listed in The Best Lawyers in America, 2008 to 2019 and recognized in Best Lawyers 2016 Lawyers of the Year
  • Listed in Chambers USA America's Leading Lawyers for Business 2005 to 2008, 2010 to 2017
  • Selected for inclusion in Super Lawyers by Ohio Super Lawyers magazine, 2007 to 2016
  • Listed in Legal 500 in Merger and Acquisition, 2014 to 2018
  • Listed in Which Lawyer? Yearbook (Practical Law Company), 2008 to 2010
Professional and Civic

Professional Associations

  • Cleveland Metropolitan Bar Association, Corporation, Banking and Business Law Section, chair, 1998 to 1999; Securities Law Section, chair, 1999 to 2000; Securities Law Institute, chair, 1995

Community Activities

  • United Way Services, Children and Youth Services Allocations Panel, 1985 to 1993, chair, 1992 to 1993; Funds Distribution Committee, 1991 to 1994
  • Young Audiences of Greater Cleveland, Inc., member, Board of Trustees, 1996 to 2003
  • Great Lakes Theater Festival, Board of Trustees, 2001 to 2013
News