Business Services

Contract Drafting, Negotiation for Public & Private Projects

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 association

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.

See more related to Contract Drafting, Negotiation for Public & Private Projects
Press Releases

Dan Douglass and Walker Entwistle Recognized in 2019 Georgia Super Lawyers

ATLANTA—Stites & Harbison, PLLC attorneys Dan Douglass and Walker Entwistle were recently honored in the 2019 Georgia Super Lawyers magazine.

by Stites & Harbison, PLLC February 21, 2019
Press Releases

Andrew Poltorak Selected for C-Change Class of 2019

COVINGTON, Ky.—C-Change, a leadership development program of the Cincinnati USA Regional Chamber, has selected Stites & Harbison, PLLC attorney Andrew Poltorak to participant in the Class of 2019.

by Stites & Harbison, PLLC February 05, 2019
Client Alerts

Supreme Court of Kentucky Holds Claim-Preservation Requirements Not Barred by KFCA; Strictly Enforced Notice Provisions

On Thursday, December 13, 2018, the Supreme Court of Kentucky, reversed an appellate court decision and reinstated the trial court’s order granting partial summary judgment in favor of the Louisville and Jefferson County Metropolitan Sewer District.

by Steven M. Henderson and Andrew J. Poltorak December 21, 2018

Building Blocks of Construction Contracts

This article highlights common, but often overlooked, terms routinely found in construction contracts. Understanding how each clause operates is critical to protecting your rights and interests on every project.

by Megan K. George and Rebecca M.W. Sherman December 18, 2018
Press Releases

Kentucky Super Lawyers Honors 42 Stites & Harbison Attorneys for 2019

LOUISVILLE, Ky.—The 2019 edition of Kentucky Super Lawyers recently honored 42 Stites & Harbison, PLLC attorneys in the Covington, Frankfort, Lexington and Louisville, Ky., offices. The publication named 33 attorneys to the Super Lawyers list and nine attorneys to the Rising Stars list.

by Stites & Harbison, PLLC December 07, 2018
Press Releases

Stites & Harbison Earns Second Law Firm Award from Construction Lawyers Society of America

LOUISVILLE, Ky.—The Construction Lawyers Society of America (CLSA) recently recognized Stites & Harbison, PLLC with the 2018 CLSA Law Firm Award at the society’s recent International Conference held at the Fairmont Banff Springs in Banff...
by Stites & Harbison, PLLC September 26, 2018
Press Releases

David Ratterman honored by University of Kentucky with CMFS Lifetime Achievement Award

LOUISVILLE, Ky.—The University of Kentucky recently named Stites & Harbison, PLLC attorney David Ratterman as the recipient of the Department of Civil Engineering’s Construction Management Founders Society (CMFS) Lifetime Achievement Award in a ceremony held...
by Stites & Harbison, PLLC September 11, 2018
Press Releases

Chambers USA 2018 Honors Stites & Harbison

LOUISVILLE, Ky.—Chambers USA selected 18 Stites & Harbison, PLLC attorneys in Kentucky and Tennessee for inclusion in their 2018 guide. The Chambers USA guide ranks the top law firms and leading attorneys in the United...
by Stites & Harbison, PLLC May 08, 2018