Jurgita Ashley

Securities and Capital Markets

• Advises on investments in public companies
• Participates as company or underwriter counsel in equity and debt securities offerings, including initial public offerings, other going public transactions, follow-on public offerings, PIPEs, "equity line" transactions, Rule 144A offerings, "baby bond" and preferred stock offerings, tender offers, other exchange and repurchase transactions, and registrations with the SEC
• Advises public companies on the possibility of “going dark” and “going private”
• Prepares and/or reviews periodic reports, proxy and written consent solicitation statements, registration statements on Forms 10, 8-A, S-1, S-3, S-4 and S-8, Section 16 filings, Forms 144, Schedules 13D/13G and other SEC filings made by public companies and their officers, directors and shareholders
• Provides guidance on public disclosure, investor relations, and compliance issues related to SEC, NYSE, NYSE American, NASDAQ and FINRA/OTC rules and regulations, and responses to SEC and stock exchange comment letters
• Advises and assists affiliates of public companies with reporting requirements under Section 13(d) and Section 16 of the Exchange Act, avoiding liability under Section 16’s “short swing profit” rules, resales of restricted stock under Rule 144 of the Securities Act, and implementation of Rule 10b-5 trading plans
• Provides guidance on insider trading issues
• Reviews executive compensation disclosures in SEC filings
• Assists with removal of restrictive legends on stock certificates and other stock-related matters
• Assists with equity plan administration
• Prepares exchange listing applications, assists with plans to regain compliance with listing standards, and assists with responses to investigations, non-compliance notices and delistings
• Participates as counsel in venture capital financings

Corporate Governance

• Advises boards of directors, nominating and governance committees, general counsels and corporate secretaries regarding corporate governance matters, including director onboarding, board self-assessments, corporate governance documentation, and recommendations of ISS and other proxy advisory firms
• Counsels and assists with the implementation of policies and procedures in response to new rules and regulations on corporate governance and executive compensation
• Assists new public companies in developing and implementing corporate governance practices and procedures
• Conducts and/or assists with annual and special meeting processes of public and private companies and advises on shareholder proposal matters
• Provides corporate secretary services, supports and provides strategic advice to boards of directors and board committees regarding corporate governance issues, and advises regarding design, implementation and ongoing maintenance of a sustainable governance framework

Shareholder Activism and Takeover Matters

• Provides advice to hedge funds, activist shareholders and companies on takeover matters, including Schedule 13D disclosures, proxy disclosures and solicitation issues, group formation issues, shareholder rights plans, and control share acquisitions
• Counsels on waging or defending proxy contests, consent solicitations and other actions for obtaining corporate control
• Prepares "proxy fight" letters and SEC documentation for proxy contests
• Counsels on navigating SEC and "proxy plumbing" process and issues in proxy contests
• Advises companies and shareholders on director nominations and environmental, social and governance (ESG) and other shareholder proposals
• Serves as local counsel on takeover matters

Public Company Mergers & Acquisitions and Other Corporate Matters

• Acquisition, disposition and merger transactions involving public companies, including merger proxy statements and special shareholder meetings
• Service as Ohio local counsel on public company and other strategic transactions involving Ohio corporations
• Company restructurings and recapitalization transactions, including stock splits, reverse stock splits and filings with FINRA
• Joint ventures

• "Activist Shareholders Push TransDigm on Greenhouse Gas," Crain’s Cleveland Business, February 24, 2019 (quoted in)
• "When Shareholder-Approved Equity Plans Run Dry, Can Inducement Grants Fill the Void?," The Corporate Governance Advisor, March/April 2016 Issue
• "When Shareholder-Approved Equity Plans Run Dry: Can Inducement Grants Fill the Void?" The Advisors' Blog, CompensationStandards.com, December 2015
• "Private Stock Repurchases: What to Look Out For," Business Law Update, Winter 2014
• "Losing Sleep Over Exchange Listing? Consider the OTC Markets,” The Deal, November 2014
• "IPO on the Cheap?" BiotechBlog, April 2011
• Comment Letter to the Securities and Exchange Commission on Proposed Rules for Implementing the Whistleblower Provisions of Section 21F of the Securities Exchange Act of 1934, December 2010, co-author
• "Public Company Update: SEC Issues Proposed Say-or-Pay Rules," October 2010, co-author
• "Public Company Update: Proxy Access - Initial Considerations for Public Companies," September 2010, co-author
• "Director Obligations" (discussing former directors' and officers' SEC reporting obligations), LexisNexis Emerging Issues Analysis, May 2010
• "Public Company Update: Placing a Poison Pill 'On the Shelf'," August 2009, co-author
• Comment Letter to the Securities and Exchange Commission on Proposal Regarding Proxy Access, July 14, 2009, co-author
• "Greenmail Disgorgement Statutes and Corporate By-Law Provisions Could Trap Activist Hedge Funds," Bloomberg Corporate Law Journal, Winter 2009 Issue, co-author

• "Running Effective Shareholder Meeting," March 2019
• "Proxy 101" with Alliance Advisors, January 2017
• "Exchange Act Reporting," April 2015
• "2013 Proxy Season and Annual Meeting," presented to the Society of Corporate Secretaries and Governance Professionals, January 2013
• "The Use of Non-GAAP Financial Measures," January 2013
• "The Impact of Federal Securities Laws on Social Media Communications," presented to the Society of Corporate Secretaries and Governance Professionals, March 2012

• Stanford University Graduate School of Business, Executive Leadership Program, 2019
• Selected for inclusion in Rising Stars by Ohio Super Lawyers magazine, 2013 to 2019
• CALI Awards for highest achievement in Securities Regulation, Bankruptcy, Contracts, Property, Civil Procedure, Criminal Law, Wills, Trusts & Estates, Constitutional Law, and Professional Responsibility; Ernest Karam Award for highest achievement in Contracts

Professional Associations

• The Society of Corporate Secretaries and Governance Professionals, 2011 to present; Small & Mid-Cap Companies Committee, 2013 to present; Corporate Governance Committee, 2014 to present

Community Activities

• Akron Law Review, Advisory Board, member, 2010 to 2016; Publication Panel, member, 2010 to 2016
• HandsOn Northeast Ohio Volunteer, 2019