J. Victor Peterson

Mr. Peterson’s practice is focused in the corporate department. He is experienced in securities law, mergers and acquisitions, general corporate and commercial contracts law, and corporate governance. Prior to joining Lathrop & Gage, Mr. Peterson was an associate practicing in corporate and securities law in various Chicago law firms. Before becoming an attorney, Mr. Peterson worked as a law intern for the Federal Trade Commission, taught at the College of Charleston and (as a graduate student) at Northwestern University, and worked as a billing/collections clerk for a Honolulu law firm.

Mr. Peterson’s representative experience:

Securities Law

• Prepared Schedules 13D and TO, amendments and SEC response letters, and researched numerous issues in two hostile tender offers
• Drafted shareholder disclosure documents for a cash-out merger following a negotiated tender offer 
• Researched securities regulations on “naked short” stock sales and restrictions on resale of securities issued in an exempt exchange under Section 3(a)(10) 
• Drafted and filed SEC registration statements on Forms S-1, S-3 and 8-A in equity IPO and secondary offering and 144A debt offerings 
• Drafted offering memoranda, indentures, registration rights agreements, prospectus supplements, etc. in 144A debt offerings 
• Drafted, reviewed and revised proxy statements and SEC reports on Forms 10-K, 10-Q and 8-K 
• Prepared SEC filings for Section 13 beneficial owners and Section 16 insiders 
• Prepared and filed confidential treatment requests 
• Drafted private placement memoranda for exempt offerings

Mergers and Acquisitions

• Drafted joint venture agreement for a biofuel refinery
• Drafted limited partnership and operating agreements, offering memoranda and subscription agreements for two start-up companies
• Drafted acquisition agreement for a physical therapy business
• Drafted agency agreement between insurer and broker and related financing documents
• Negotiated and drafted stock and asset purchase agreements and merger agreements
• Drafted letters of intent, legal opinions, escrow agreements and other transaction documents
• Supervised former junior associates on due diligence, due diligence memoranda and disclosure schedules

General Corporate and Commercial Contracts Law

• Drafted partnership dissolution agreement; advised on dissolution of corporation
• Researched bylaw provisions on indemnification of directors and advancement of litigation expenses
• Draft forbearance agreement for bank with defaulted loan
• Prepared client alert memoranda on material adverse effect clauses and executive compensation rules
• Performed audit of client contracts and trained client personnel on contract terms and conditions
• Drafted vendor, sales and service contracts and standard terms and conditions
• Drafted shareholders’ and directors’ resolutions
• Advised clients on corporate formalities and veil piercing, exempt securities transactions, contract termination and rescission, various banking law issues, etc.

Corporate Governance

• Advised public company client on renewal of stockholder rights plan (“poison pill”)
• Researched and prepared memoranda on director independence requirements, takeover defenses, advance notice and hedging disclosure bylaws, exchange and tender offers, etc.

Court Memberships

• Illinois

Professional Affiliations

• Illinois Bar
• American Bar Association
• Chicago Bar Association

Publications

• Author, “Crowdfunding and Caveats,” peHUB (2012)
• “Recent Developments in the Misappropriation Theory of Insider Trading,” 42 The Review of Securities & Commodities Regulation 265 (2009)
• “Some Lessons from Hexion v. Huntsman,” 3 Schuyler Roche Views 1 (2009)
• Co-Author, “Corporate Directors, LLCs and Liability,” 12 Business Law Today 57 (2003)