Eric M. Fogel
Eric Fogel has been lead counsel on some of the country’s largest and most complex transactions. Relentless and passionate about achieving client goals, Mr. Fogel frequently serves as a close and key strategic adviser to chief executive officers, Board members and general counsel. Mr. Fogel’s clients describe him as a business person’s lawyer who delivers worldly-wise advice to clients who want to know how to “get the deal done.”
With over two decades of practice, Mr. Fogel’s experience includes debt and equity capital transactions in both the public and private markets representing both issuers and institutions; battles for corporate control including tender offers and proxy fights on behalf of insurgents and incumbents; corporate and Board governance for public companies and private (for-profit and not-for-profit); Board and corporate investigations; securities law compliance including the 1933 Act, 1934 Act and the 1940 Acts; representation before the Securities and Exchange Commission; insurance regulatory compliance; fund formation; and merger and acquisition activity, both domestic and global. Mr. Fogel routinely serves as outside general counsel and frequently manages projects and teams of professionals to achieve client objectives across a wide variety of matters including litigation, tax, lending, ERISA and real estate.
Mr. Fogel has served on public and private Boards of Directors, giving him first-hand perspectives on the pressures and realities that confront board participants. He also has been a stockbroker, which gives him a profound understanding of the capital markets and their participants, as well as the forces and pressures that drive business performance. He has spent a decade as an Adjunct Professor of Law at the University of the Pacific/McGeorge School of Law in International Business Agreements.
Mr. Fogel’s practice is a highly sophisticated securities and corporate practice that ranges across securities laws, Sarbanes-Oxley, venture capital and mergers and acquisitions. For example:
Securities and Exchange Act of 1934: Significant experience with 14a (proxy statements), 14c (information statements), 14d (tender offers), and 13e-3 (going private).
- Numerous successful tender offers including representation of a Fortune 500 company in tender offer of a NYSE company and a NASDAQ company – one of the largest tender offers in U.S. history.
- Numerous proxy fights, and successful representation of clients before the SEC in administrative actions.
- Significant 13-D/G experience including litigation of 13-D issues in three states on different deals.
- Significant experience with Rule 144, Section 16 and sales of restricted securities (on behalf of issuers, hedge funds and venture capital funds).
- Significant experience in drafting and reviewing periodic reports (10-Ks, 10-Qs, 14A’s) and 8-K’s. Extremely familiar with SEC disclosure obligations and Regulations S-K and M-A.
Securities Act of 1933: Significant experience in ’33 Act offerings for issuers and underwriters including counsel for a Fortune 500 company in its initial public offering (largest equity offering in U.S. history at the time), counsel to a NASDAQ company for its secondary offering, and counsel to underwriters for offerings for public companies. Significant experience in Reg D offerings including fund formation and scores of institutional private placements (e.g., counsel for syndicates investing hundreds of millions), and venture capital deals for both issuers and venture capitalists.
Sarbanes-Oxley: Significant experience with Sarbanes-Oxley, particularly implementation of Section 404, independence standards and conflicts of interest. Extensive experience with corporate governance matters, particularly audit committees and special and independent committees of the Board.
Investment Advisors Act of 1940: In-depth experience with Form ADV issues and the regulation of advisors and money managers and fund formation. Particular experience in acquisition of ’40 Act entities, compliance issues, “soft” dollars and record keeping. Successfully defended ’40 Act clients before the SEC in administrative proceedings. Lead counsel on acquisitions of money managers and investment advisors.
Mergers and Acquisitions/Financings/Fairness Opinions: Sophisticated handling of mergers and acquisitions on buy-side and sell-side, including regulated industries and those requiring Hart-Scott-Rodino approvals and acquisitions of financial and insurance institutions. Vast experience negotiating and documenting arbitrage transactions. Has represented banks and borrowers on credit facilities aggregating hundreds of millions of dollars. Called upon by investment banks and clients to advise on fairness opinions.
- Selected as “Leading Lawyer” by Chambers USA, 2011-2013
- Cited several times as a “Leading Lawyer” by the peer-reviewed Leading Lawyers Network
- American Bar Association
- Illinois State Bar Association
- Chicago Bar Association
- Executive Committee Member and Treasurer, Phi Beta Kappa Association of the Chicago Area, 2007-2008
- “2011 M&A Outlook: Developments, Strategies and Challenges,” Aspatore Books, Thomson Reuters
- “Strangers in the House,” Delaware Journal of Corporate Law, Vol. 32, No. 1
- “Public Company Shareholders Acting as Owners,” Delaware Journal of Corporate Law, Vol. 29, No. 2
- Speaker, “Strangers in the House: Rethinking Sarbanes-Oxley and the Independent Board of Directors,” Corporate and Business Law Section, Chicago Bar Association, 2007
- July 16, 2012
- June 28, 2012
- June 28, 2012
- August 11, 2011
- June 30, 2010
- April 27, 2010
- March 26, 2010
- May 24, 2013
- June 7, 2012
- June 10, 2011
- March 16, 2010
- JOBS Act Lifts Ban on “General Solicitation or Advertising” in Certain Private Offerings and Resales4/10/2012
- Dodd-Frank Act Limits “Accredited Investors” in Private Placements by Excluding Value of Primary Residence from “Net Worth Test”9/1/2010
155 North Wacker DriveSuite 3050Chicago, IL 60606-1787
University of Michigan, J.D., M.B.A., 1986
University of Michigan, M.A., 1980
Pomona College, B.A., summa cum laude, Phi Beta Kappa, 1977