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What is a Special Committee of the Board of Directors and When Does Our Company Need One?

As the general counsel of a company, you are busy working one day and the CEO walks into your office and says, "In the board meeting this morning, one of our directors asked me if a special committee was needed for a new issue that has come up. How do we know when a special committee is needed?" The following summary can be used as a starting point in determining your answer. >>



William D. Stafford

Associate

ХЬЮСТОН


1221 McKinney Street
Suite 2100
Houston, Texas 77010
т: +1 713.547.2114
ф: +1 713.236.5608

Области практики

Образование

  • J.D., University of Pennsylvania, 2009, Managing Editor, Journal of International Law
  • M.A., Policy Economics, Tulane University, 2006
  • B.S., Economics, Tulane University, 2005

КВАЛИФИКАЦИЯ

  • Texas, 2009

William Stafford is an associate in the Corporate/Securities Practice Group in the Houston office of Haynes and Boone, LLP.

He holds a Certificate in Business and Public Policy from the Wharton School of the University of Pennsylvania (2009).

William is a co-author with Greg Samuel and Bill Nelson of "Developments involving shareholder access and proxy statement disclosure," published in the Journal of Securities Law, Regulation & Compliance, Volume 3, Number 3, on April 26, 2010.

Selected Representative Experience


Represented Landry's, Inc. in Rule 144A Debt Offering
Successfully represented Landry's, Inc. in a $1.6 billion refinancing, which included a new $1.2 billion credit facility, a Rule 144A offering of $425 million aggregate principal amount of 9.375 percent senior notes due 2020, and a tender offer for the repurchase of the issuer's outstanding notes.

Bayer Transaction
Represented KMG-Bernuth, Inc., a subsidiary of KMG Chemicals, Inc., in its $10.5 million sale of its animal health business.

Represented Landry's, Inc. and Landry's Acquisition Co. in $115 Million Two-Stage Rule 144A Note Offering
Represented Landry's Acquisition Co. in a Rule 144A offering of $115 million aggregate principal amount of their 11 5/8 percent senior secured notes, with subsequent mandatory exchange for an equal amount of Landry's, Inc.'s 11 5/8 percent senior secured notes due 2015.

Acquisition of Morton's Restaurant Group, Inc.
Represented Fertitta Morton's Restaurants, Inc. in its $180 million acquisition of Morton's Restaurant Group, Inc., a high-end steakhouse restaurant chain.

Complex Sale of Assets
Represented an upstream oil field environmental services company in a complex sale of assets to a private equity firm involving senior and subordinate financing, earnout notes, retention of seller management, formation of related pass-through entities, and negotiation of a lease between a seller affiliated entity and the purchaser covering all operations of purchaser.

The EGT Group, Inc.
Represented Consolidated Graphics, Inc. in a UCC private sale transaction in which the client purchased the assets of The EGT Group, Inc.

Represented Landry's Restaurants, Inc. in $87 Million Rule 144A Tack-On Note Offering
Represented Landry's Restaurants, Inc. in a Rule 144A tack-on offering of $87 million aggregate principal amount of their 11 5/8 percent Senior Secured Notes due 2015.

Represented Landry's Restaurants, Inc. in $1.2 Billion Management-Led Going Private Transaction
Represented Landry's Restaurants, Inc. in their $1.2 Billion management-led going private transaction.

Represented Landry's Holdings, Inc. in $110 Million Rule 144A Note Offering
Represented Landry's Holdings, Inc. in a $110 million Rule 144A offering of their 11.50 percent Senior Secured Notes due 2014.

Represented Landry's Restaurants, Inc. in $47 million Rule 144A Tack-On Note Offering
Represented Landry's Restaurants, Inc. in a Rule 144A tack-on offering of $47 million aggregate principal amount of their 11 5/8 percent Senior Secured Notes due 2015.

Represented Global Geophysical Services, Inc. in $200 Million Rule 144A Note Offering
Represented Global Geophysical Services, Inc. in a $200 million Rule 144A offering of its 10 1/2 percent Senior Notes due 2017.

Represented Global Geophysical Services, Inc. in $90 Million Initial Public Offering
Represented Global Geophysical Services, Inc. in its $90 million initial public offering representing 7.5 million shares of common stock.

Represented Landry's Restaurants, Inc. in $406.5 million Rule 144A Note Offering
Represented Landry's Restaurants, Inc. in a Rule 144A offering of $406.5 million aggregate principal amount of its 11-5/8 percent senior secured notes due 2015.

Публикации

07/15/2011 - What is a Special Committee of the Board of Directors and When Does Our Company Need One?
As the general counsel of a company, you are busy working one day and the CEO walks into your office and says, "In the board meeting this morning, one of our directors asked me if a special committee was needed for a new issue that has come up. How do we know when a special committee is needed?" The following summary can be used as a starting point in determining your answer.

04/26/2010 - Developments involving shareholder access and proxy statement disclosure
The US Securities and Exchange Commission (SEC) has called the recent, and continuing, recession ‘one of the most serious economic crises of the past century’. The actions taken by many com - panies leading up to the economic crisis raised serious doubts among investors regarding the accountability and responsiveness of corporate management to the interests of shareholders.