Advance Notice Bylaws After Kellner: Clarified Standards, Impact on Corporate Governance, Drafting and Enforcing

Mr. Cannizzaro, III, chairs the firm's Corporate/Mergers & Acquisitions practice. He is a seasoned corporate lawyer, focusing on mergers and acquisitions, corporate governance, alternative entity issues, and securities. Mr. Cannizzaro,III, represents public and private companies and private equity sponsors in complex US and cross-border transactions, including mergers, acquisitions, investments, dispositions, spinoffs, joint ventures, energy infrastructure projects, restructuring, bankruptcy and distressed M&A, and SPACs. Beyond discrete transactions, he provides counsel to international and domestic clients in connection with their ongoing business and operations.  

Mr. Levi is a partner in the Firm's Capital Markets Group and a founding member of its Public Company Advisory Group. He counsels management and boards of U.S. publicly traded companies on a day-to-day basis, across issuers ranging widely in size (from S&P 500 companies to micro-caps), industry and home country. In this practice, Mr. Levi advises on corporate governance, compensation disclosure, periodic reporting to the U.S. Securities and Exchange Commission (including annual, quarterly and current reports), ongoing compliance with U.S. federal securities laws and the rules of major U.S. stock exchanges, registration statements on Form S-8, proxy advisor/investor policies, board and committee independence, auditor independence and auditor changes, insider trading, Rule 10b5-1 and Regulation FD questions, share repurchase programs, and shareholder activism. In addition, he leads companies through the corporate governance aspects of listing in the United States, including setting up policies and procedures for being a public company. Mr. Levi is expert in the complex beneficial ownership reporting and liability regimes under Sections 13(d) and 16 of the U.S. Exchange Act, and works with investment funds, private equity sponsors, hedge funds, state-owned entities, sovereign wealth funds, and high net-worth individuals, as well as insiders at U.S. companies, on structuring and reporting investments based on these requirements. He also has a track record for successfully assessing and winning securities regulatory rulings and no action requests with the SEC with regard to shareholder proposals under Rule 14a-8 and other regulatory matters. Trained as a general capital markets attorney, Mr. Levi additionally has experience representing issuers and banks in a range of transactions, including registered offerings and Rule 144A/Reg S offerings/liability management.

Mr. Nwaeze is a first-chair trial attorney who helps clients resolve complex corporate and commercial disputes. His practice includes matters involving shareholder rights; actions arising under Delaware General Corporation Law and Delaware common law; lawsuits stemming from mergers, acquisitions and other corporate transactions; and breach of contract matters. Mr. Nwaeze also represents clients in state and federal class actions involving securities laws, statutory and common law fraud, breaches of fiduciary duty and the Fair Credit Reporting Act.