Luke
J.
Frutkin
Senior Associate
Luke focuses his practice on corporate and securities matters, assisting public companies with:
- Transactional and financing matters, including registered and unregistered offerings of equity and debt
- Mergers, acquisitions and divestitures
- Contracts, joint venture agreements and credit facilities
- SEC and stock exchange registration, listing, compliance and reporting
- Annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements, annual reports to shareholders, and other information statements
- Corporate governance practices and fiduciary duties, including board committees and executive compensation
- Advance notice bylaws, proxy access and director and officer indemnification and advancement rights
- Investor relations and institutional governance, including shareholder meetings, nominees and proxy proposals
- XBRL reporting and internet availability of proxy materials
- Reg. FD, Section 16 and Rule 144 compliance and reporting
Luke also assists entrepreneurs, start-ups and larger, closely-held companies with general business and corporate matters, including:
- Entity selection, formation and organizational matters, including operating agreements, shareholder agreements, and buy-sell agreements
- Employee and independent contractor agreements
- Private placements, offering memorandums and subscription documents
- Acquisitions, dispositions and joint-ventures
- Contracts, letters of intent, term sheets, and confidentiality, noncompete and nondisclosure agreements
Selected Experience:
- $100 million line of business disposition by an NYSE listed company to a UK based company
- $100 million Rule 144A offering of debentures for subsidiary of NYSE listed utility
- $50 million at-the-market public offering of common stock by a NASDAQ listed company
- Shelf registrations for publicly traded bank holding companies in connection with their participation in the U.S. Treasury's TARP Capital Purchase Program
- $40 million public offering of common stock by a NASDAQ Global Market listed company
- $30 million public offering of trust preferred securities (underwriter's counsel)
- $150 million universal shelf registration for a NASDAQ Global Market listed healthcare company
- $30 million common stock registration for a personal services company listed on the NASDAQ Global Select Market
- $300 million acquisition of a NASDAQ listed company in the information technology sector
- Registration of securities to be offered pursuant to employee benefit plans of NYSE and NASDAQ listed companies
- Registration of restricted securities for resale by employees of a NASDAQ listed company
- Registration of common stock to be offered pursuant to the dividend reinvestment and stock purchase plan of a bank holding company listed on the NASDAQ Global Market
- Investment adviser registration
- Offering memorandums and fund prospectuses for limited partnership funds
- Represented owner in private sale of retail shipping, postal and business services franchise
- Debt and equity financing for early-stage companies in the technology and biotechnology industries
- Joint development agreement between a European based manufacturer of equipment for the production of biodiesel and a publicly traded US based company
- Reverse merger of a privately held IT/Telecom company into a public shell company