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PartnerCo-chair, The ESG Collaborativemoc.eniHnospmohT@yelhsA.atigruJ

O 216.566.8928


Co-chair, The ESG Collaborativemoc.eniHnospmohT@yelhsA.atigruJ

O 216.566.8928

Focus Areas

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, Forms SD (conflict minerals), Section 16 filings, Forms 144, Schedules 13D/13G and other SEC filings made by public companies and their officers, directors and shareholders
  • Assists with Form 10-K and Form 8-K disclosures relating to the SEC’s new cybersecurity rules
  • 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 companies in navigating financial restatements, non-GAAP disclosures, segment classification and related issues
  • Assists with implementation of Rule 10b-18 and 10b5-1 stock repurchase programs and private repurchase transactions
  • 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 10b5-1 stock trading plans and has prepared hundreds of Rule 144 opinions
  • Provides guidance on insider trading issues and policies and procedures
  • 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 stock exchange listing applications, advises regarding OTC listing, uplisting to stock exchange, and stock exchange changes, 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
  • Advises and assists with the development and implementation of ESG programs, conducts ESG gap assessments, reviews ESG reports and other ESG-related disclosures, counsels regarding ESG governance structures, and works with boards, ESG committees and management on ESG programs and disclosures in light of rapidly evolving market expectations, regulatory requirements and “greenwashing” concerns
  • 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, exempt solicitations, 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, universal proxy matters, 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, holding company formations and recapitalization transactions, including capital allocation matters, stock repurchases, stock splits, reverse stock splits and filings with FINRA
  • Company name and headquarters changes
  • Quarterly and special dividends
  • Joint ventures
  • “Navigating AI Opportunities and Risks: Management and Oversight of Artificial Intelligence,” presented to the Society for Corporate Governance, May 2024
  • “Navigating the SEC’s Climate Disclosure Rule: Implications, Litigation Insights, and Strategic Frameworks for Companies,” April 2024
  • “A Hazy Forecast: ESG, Climate, and the Law,” Rutgers Business Law Review Symposium co-sponsored by Rutgers Center for Corporate Law and Governance, April 2024
  • “Update on Clawback Policies,” presented to the Society for Corporate Governance, moderator, August 2023
  • “Success Strategies for the Ever-Changing ESG Landscape,” May 2023
  • ESG Programs,” OSU ESG Conscious Capitalism Symposium, March 2023
  • Incorporating ESG into your Investor Relations Strategy,ZMH Webinar, February 2023
  • “An ESG Collaborative Roundtable: Developing Best Practices for Navigating the Moving Target That is ESG,” Thompson Hine ESG Collaborative Workshop, January 2023
  • “Climate Change and Other ESG Disclosures in the US & Canada,” Gowling WLG Webinar, November 2022
  • “Navigating US & EU ESG Landscape – What to Do Now to Prepare,” presented to the Society for Corporate Governance, October 2022
  • “Strengthening Your Business’ ESG and Sustainability Strategies,” Thompson Hine Startups Streamlined Podcast Series, September 2022
  • “Navigating Proxy Season with SEC Disclosure Mandates and Litigation Risks Lurking,” Washington Legal Foundation (WLF) Webinar, April 2022
  • “Managing Your Legal ESG Risk: Disclosure Best Practices and Averting Greenwashing and SEC Claims,” Society of Corporate Compliance and Ethics (SCCE) ESG and Compliance Conference, April 2022
  • “Investigations Disclosure Considerations,” April 2022
  • “Implementing & Maintaining a Successful ESG Program,” presented to the Association of Corporate Counsel (ACC) Southwest Ohio, April 2022
  • “The Myriad Approaches to ESG Data & How to Use Your Data to Report Reliably,” American Bar Association’s (ABA) Business Law Spring 2022 Meeting, March 2022
  • “Best Practices in Developing ESG Programs, Governance, and Disclosures,” presented to the Society for Corporate Governance, Essentials for Corporate Governance conference, January 2022
  • “Update on the “G” in ESG,” Thompson Hine LLP’s ESG Collaborative Roundtable: Best Practices to Set (and Exceed) ESG Goals, January 2022
  • “‘Top of Mind’ Issues for Corporate Secretaries,” presented to the Society for Corporate Governance, moderator, December 2021
  • “Addressing Forced Labor Risk in Supply Chains,” Thompson Hine Webinar, October 2021
  • “ESG Internal Communication and External Disclosure: Tackle Them Before They Tackle You,” Washington Legal Foundation Webinar, September 2021
  • “ESG Governance and Top Things in Investigations,” presented to the Society for Corporate Governance, September 2021
  • “Nasdaq Listings, Listing Transfers & Uplistings,” Zippy Point,
    March 2021
  • “All You Need to Know About Proxy Advisor Reports (Correcting and More),” with Alliance Advisors, Zippy Point, December 2020
  • “A Look Inside the ESG Megatrends and What It Means for Companies,” with Sustainable Governance Partners, presented to the Society for Corporate Governance, moderator, October 2020
  • “COVID-19 Impacts on Executive Compensation and Proxy Statement Developments,” presented to the Society for Corporate Governance and NASPP, moderator, September 2020
  • “Women Governance Gurus,” the, July 2020
  • “Shareholder Activism and ESG Issues,” with Alliance Advisors, September 2019
  • “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
  • Selected to Law360’s Capital Markets Editorial Board, 2022
  • Stanford University Graduate School of Business, Executive Leadership Program, 2019
  • Selected to the Ohio Rising Stars list, 2013 to 2021
  • 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
  • Selected as a 2022 Woman of Professional Excellence by YWCA of Greater Cleveland

Professional Associations

  • “Insights” Editorial Board, January 2022 to present
  • The Society for Corporate Governance, Ohio Chapter, President, 2020 to present
  • The Society for Corporate Governance, 2011 to present; Small & Mid-Cap Companies Committee, 2013 to present; Corporate Governance Committee, 2014 to present; Sustainability Practices Committee, 2021 to present

Community Activities

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


  • University of Akron, J.D., 2006,
    summa cum laude

    Akron Law Review, board member, and text and research editor

  • East Tennessee State University, B.A., 2003,
    summa cum laude
  • Vytautas Magnus University, 2000,


Bar Admissions

  • New York
  • Ohio


  • Lithuanian
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