Derek D. Bork
Derek is a partner in the firm's Corporate Transactions & Securities practice group. His practice as an attorney is focused in the following areas:
- Shareholder activism, proxy contests and hostile takeovers
- Public company board and special committee matters
- Securities law and public company reporting
- Mergers and acquisitions and other strategic transactions
- General corporate matters
Derek also provides advice regarding strategy and shareholder communications in activist shareholder matters, proxy contests and hostile takeovers. Derek regularly represents hedge funds and other investors in activist campaigns and is a frequent writer and speaker in this area.
Derek is the Chair of the firm's Takeovers and Shareholder Activism Group, which was listed in the “Intermediary Awards” section of the December 2016 issue of Activist Insight Monthly for having represented activist investors in the third most campaigns during 2016 among all U.S. law firms.
Derek's recent work has principally consisted of the following:
- Representation of activist investors in activist campaigns, proxy contests and contests for corporate control.
- Advising activist-controlled boards of directors, including on the establishment of investment programs.
- Advising public company boards and special committees.
- Advising public companies on periodic reporting and general securities law matters.
- Service as Ohio 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 counsel on public company and other strategic transactions involving Ohio corporations.
- Acquisitions and dispositions and other strategic transactions for public companies in the S&P500, middle market public companies and private middle market companies.
The following publications were authored or co-authored by Derek Bork:
- "Settlement Agreements with Activist Investors — the Latest Entrenchment Device?", Harvard Law School Forum on Corporate Governance and Financial Regulation, July 7, 2016
- “Settlement Agreements with Activist Investors — the Latest Entrenchment Device?”, HedgeTracker.com, June 2016
- "The Folly of Battling Activist Investors," Deal Lawyers, November-December 2015
- "The Folly of Battling Activist Investors,” HedgeTracker.com, October 4, 2015
- "Dealmakers Q&A: Thompson Hine's Derek Bork," Law360, September 15, 2014
- "Shareholder Activism Via Board Control Often Requires Long Range View," Deal Lawyers, September-October 2012
- "Activism via Board Control Often Requires Long Range View," HedgeTracker.com, July 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
- Contributing Author, Punitive Damages and Business Torts: A Practitioner's Handbook, American Bar Association, 1998
The following articles quote or mention Derek Bork:
- "Small Cap Activism: An interview with Derek Bork of Thompson Hine and Waheed Hassan of Alliance Advisors," Activist Insight Monthly, November 2016.
- "Companies Using Deals With Activists to Protect Directors," Bloomberg BNA, June 15, 2016
- "Activist shareholders have $1.7 billion appetite for Cincinnati companies," WCPO Cincinnati, March 17, 2016
- "Activist Starboard's Next Target: Struggling Marvell Technologies," The Street, February 4, 2016
- "Activist Ups Pressure on EZChip Semiconductor to Scuttle Mellanox Deal," TheStreet.com, October 23, 2015
- "At EZchip Semiconductor, activist may have a favorable position," TheDeal.com, October 23, 2015
- "Activist environment demands more strategy, financial savvy in messaging," Crain's Cleveland Business, May 23, 2015
- "Activist investors are playing an increasingly strong role in company actions," Crain's Cleveland Business, February 15, 2015
- "Attorneys for Activist Investors," The Activist Investor, December 2, 2014
- 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)
- "Implementing Stock Buyback Programs at Activist - Controlled Boards," May 2015
- "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
- Selected for inclusion in The Best Lawyers in America, 2016 to 2019
- BTI Client Service All-Star, 2010, 2012 and 2014
- Listed in Legal 500 in Mergers and Acquisitions, 2014
- Selected for inclusion in Super Lawyers by Ohio Super Lawyers magazine, 2009
- 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
- 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
June 03, 2016