Business Law

Corporate Governance

Public Companies and Securities

Loss Prevention/Ethics Committee, Member

• Kentucky, 1985

• Vanderbilt University Law School, J.D.
• Dartmouth College, A.B., 1977

Alan has substantial experience representing public companies in the healthcare, financial, and other sectors in connection with capital transactions, compliance with federal securities laws, corporate governance, and mergers and acquisitions. He has also counseled boards of directors and their audit, compensation, nominating and special committees on fiduciary duties and the requirements of the Sarbanes-Oxley Act and SEC and stock exchange rules. Alan actively participated in crafting legislation that governs corporations and other business organizations in Kentucky.

Experience

Alan has advised clients on securities offerings, corporate governance matters, mergers and acquisitions and financings. Representative transactions include:

• Counsel to special board committee in $342 million tender offer and share exchange in "going private" transaction for NASDAQ human services and home care provider
• Issuer's counsel for $200 million 144A senior note offering and subsequent registered note exchange
• $32 million "PIPE" offering to institutional investors and related secondary registration for NASDAQ financial services company
• $30 million institutional private placement of debt secured by royalty rights to medical device technology
• $38 million initial public offering for NASDAQ financial services company 
• $26 million preferred stock investment by institutional investors in medical device developer, in conjunction with going public through a reverse merger 
• $183 million initial public offering by NYSE restaurant chain 
• Counseling audit committees of public companies in compliance review and establishing related party transaction policies 
• Target counsel in tender offer for NASDAQ furniture manufacturer and importer 
• Acquirer counsel in tender offer for NYSE coal producer 
• Acquirer counsel in tender offer for NASDAQ wine producer

• The Best Lawyers in America® "Lawyer of the Year," Securities/Capital Markets Law, 2013
• Chambers USA®, America's Leading Lawyers for Business 2004 -2012
• The Best Lawyers in America® 2006-2013
• Selected for inclusion in Kentucky Super Lawyers® 2009-2011
• AV® Rated, Martindale-Hubbell® 

• Kentucky Bar Association
• Louisville Bar Association
• Advisory Committee to Kentucky Division of Securities, Chair, 1997-98. Drafted legislation and regulations enacted in 1998 marking the first comprehensive revision of the Kentucky Securities Act in 38 years
• Kentucky Limited Liability Company Act Committee, Co-Chair, 1991-94. Drafted legislation enacted in 1994 as KRS Chapter 275 authorizing and governing the operation of limited liability companies in Kentucky
• Kentucky Bar Association Corporation Act Task Force, 1986-88, Member. Prepared comprehensive overhaul of the Kentucky Business Corporation Act that was enacted in 1988 as KRS Chapter 271B. Alan had specific responsibility for provisions codifying standards of conduct for directors and officers and for indemnification
• Kentucky Bar Association Corporation Task Force, Member, 2001-02. Prepared legislation enacted in 2002 to modernize KRS Chapter 271B
• Business Law Section of the Kentucky Bar Association, Chair, 2000-02
• Business Law Section of the Louisville Bar Association, Chair, 1997

• Wellspring (Schizophrenic Foundation of Kentucky), Director since 2004, Chair 2007-2009
• Dartmouth College, Kentucky Alumni Enrollment Director 1998-2008