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

Mr. Levi’s practice focuses on ongoing compliance obligations under U.S. securities laws and corporate governance matters, as well as public and private securities transactions. He counsels clients on all aspects of their compliance with the U.S. securities laws and the rules of the major U.S. exchanges, including the preparation of periodic and current reports, proxy statements, registration statements on Form S-8, and insider reports and related liability issues under Sections 13 and 16 of the U.S. Securities Exchange Act of 1934. Mr. Levi assists public companies in connection with best corporate governance practices, disclosure questions, board and committee independence, and shareholder activism. He also regularly represents issuers and banks in a range of equity and debt transactions, including registered offerings, Rule 144A and Regulation S offerings and liability management transactions. 

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.

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.