Stites & Harbison, PLLC

Stites & Harbison has extensive experience with drafting and negotiating contracts as well as advising clients regarding requests for proposals (RFPs) and bid solicitations.  This experience covers a broad range of industries in both the public and private sectors.  The firm has experience in negotiating and drafting joint venture agreements and organizing project-specific entities.

Corporate Finance and Securities Offerings

Stites & Harbison's public offering experience ranges from public debt and equity offerings for investment-grade issuers to initial public offerings for entrepreneurial and emerging growth companies. The firm assists start-up and development stage companies in structuring venture capital and private equity investments. In addition, the firm often represents institutional investors in connection with private placement investments, including traditional institutional debt placements, asset securitizations, mezzanine financings, emerging markets and cross-border investments and Rule 144A offerings.

The firm represents public companies in connection with financing transactions under the 1933 Act and disclosure compliance under the 1934 Act. The firm's 1933 Act experience includes preparing and filing registration statements for underwritten public offerings of equity and debt securities; shelf registration statements for medium-term note program and other debt securities; employee benefit plan registrations on Form S-8; short form resale registrations on Form S-3; and registrations in connection with reorganizations and business combinations on Form S-4. The firm has structured exempt securities transactions, including private placements of secured and unsecured debt and private placements in the Thoroughbred, Standardbred, health care, insurance, banking, telecommunications and oil and gas industries.

Stites & Harbison's securities and finance attorneys have extensive experience in negotiating various forms of derivatives transactions, including interest rate and currency swaps.

Corporate Governance and Disclosure

An important part of the firm's securities practice is assisting clients with their disclosure and reporting obligations under the 1933 Act and the 1934 Act and the exchange listing requirements. Stites & Harbison's securities attorneys review and assist in the preparation of periodic reports, proxy statements and news releases for public clients and advise and assist directors and senior executives of the firm's public clients in connection with their reporting and compliance obligations under Section 16 of the 1934 Act. The firm's attorneys have rendered advice and prepared proxy material for matters ranging from routine annual meetings to special voting items such as defensive charter amendments. The firm has also prepared numerous reorganization proxy statements, including disclosure statements for both cash and stock acquisitions. For new public companies, Stites & Harbison assists in the development of procedures for complying with public reporting requirements and compliance procedures for monitoring and reporting trading activities in company securities by directors and officers.

The firm's attorneys also counsel corporate clients concerning general corporate law. In particular, Stites & Harbison advises boards of directors on corporate governance matters, including issues relating to executive compensation, shareholder rights and remedies, anti-takeover defenses and shareholder rights plans.

Mergers and Acquisitions Practice

Stites & Harbison's acquisition lawyers represent public and private buyers and sellers in a variety of acquisitions, corporate dispositions and leveraged buyout transactions. The firm currently acts as national acquisition counsel for a publicly-traded provider of temporary staffing and for a business consolidator in the vinyl replacement window industry.

The mergers and acquisitions group counsels clients concerning the legal aspects of issues such as structuring the transaction to take advantage of earn-outs and other contingent compensation; the pros and cons of golden parachute, golden handcuff and other similar executive compensation arrangements; and the tax impact of various acquisition structuring techniques.

Corporate General Practice

Stites & Harbison provides advice on corporate and commercial matters to a number of the region's leading businesses. The firm's lawyers understand the importance of knowing their client's business. The firm advises its clients on business structure, labor, employment and employee benefit matters. Stites & Harbison's lawyers have dealt with venture capital, private placements, initial public offerings, recapitalization and various forms of debt and equity issues. Working closely with accountants and other professional advisors, the firm offers its clients the benefits of its experience with business entities of varying sizes, market segments and stages of growth. The firm's lawyers are proud of their considerable work with private entrepreneurs and growth-oriented companies during their transition from small, closely-held enterprises to large, publicly-held ones. As a result, Stites & Harbison understands how to assist clients and to raise any additional capital required for growth and acquisition strategies.

Trade associations

The firm's lawyers provide legal advice to trade associations and similar organizations on a wide range of topics, including corporate governance and membership, contracts, employment law, benefit plans, tax, code interpretation and enforcement, and antitrust issues. Here is a list of selected groups which Stites & Harbison has represented:

• American Institute of Steel Construction
• National Steel Bridge Alliance
• The Alliance of Community Hospices & Palliative Care Services, Inc.
• Bluegrass Conservancy
• Greater Louisville Medical Society
• River Fields, Inc.
• SunTrust Center, Nashville

Other representations include trade associations in the equine industry; coal, mining and energy interests; health care; construction; and, the land title area. Stites & Harbison also provides lobbying and government advocacy support for trade associations.