Business Services

Corporate Governance & 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. A significant part of our securities and corporate governance practice is devoted to counseling clients on compliance matters under the Sarbanes-Oxley 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.

Representative Transactions:

  • Issuer counsel for public offering of common stock by Steel Technologies Inc.
  • Issuer counsel for public offering of trust preferred securities by S. Y. Bancorp, Inc.
  • Underwriters’ counsel for public offering of convertible subordinated notes by CompuDyne Corporation
  • Investor counsel for purchase of convertible preferred stock and common stock of Res-Care Inc. by Onex Partners
  • Company counsel for Series B venture capital investment in China-based pharmaceutical company
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Events

Restart Kentucky: Payroll Protection Program Loan Forgiveness

Date: 9/11/20
Time: 10:00 a.m.

Louisville office attorney Brian Cromer will be a panelist for this webinar discussing the Payroll Protection Program on September 11, 2020.

Brian A. Cromer September 04, 2020
Press Releases

Bert Wolf Named Stites & Harbison’s Memphis Office Executive Member

MEMPHIS, Tenn.—Stites & Harbison, PLLC attorney Herbert B. Wolf Jr. (Bert) has been named Office Executive Member for the Memphis, Tenn., office.

by Stites & Harbison, PLLC September 04, 2020
Client Alerts

SAFE TO WORK Act Would Provide Liability Protections for Coronavirus-Related Claims

On July 27, 2020, Senator John Cornyn, for himself and Senate Majority Leader Mitch McConnell, introduced the SAFE TO WORK Act (the “Act”) as part of the Senate’s new $1 trillion stimulus proposal. This bill would provide significant liability protection for claims related to the coronavirus brought against businesses, educational institutions, health care providers, non-profits and government agencies.

by Brian A. Cromer July 30, 2020
Press Releases

Boyle County Industrial Foundation Elects David Longenecker to its Board of Directors

LEXINGTON, Ky.—The Boyle County Industrial Foundation (BCIF) Board of Directors recently elected Stites & Harbison, PLLC attorney David Longenecker as a new director. He will serve a three-year term.

by David E. Longenecker July 24, 2020
Client Alerts

PPP Loan Application Extension Signed Into Law As Congress and White House Debate Repurposing of Funds

On Saturday, July 4, 2020, following a surprise vote by the U.S. Senate earlier in the week and quick passage in the House of Representatives, a bill extending the Paycheck Protection Program (“PPP”) loan application deadline from June 30, 2020 to August 8, 2020 was signed into law by the President. However, with a recently reported $130 billion out of the $669 billion in total funding allocated to this stimulus program still unspent, policymakers in Washington are considering whether these monies should be repurposed.

by Brian A. Cromer July 06, 2020
Client Alerts

U.S. Senate Unexpectedly Passes Bill Extending PPP Application Deadline

On the evening of June 30, 2020, a few hours before the Paycheck Protection Program (“PPP”) loan application deadline was set to expire, the U.S. Senate unanimously passed a bill amending the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) to extend the deadline from June 30 2020 to August 8, 2020.

by Brian A. Cromer July 01, 2020
Client Alerts

PPP Loan Update: Safe Harbor Repayment Deadline Extended from May 7, 2020 to May 14, 2020

In connection with the application process for a Paycheck Protection Program (“PPP”) loan, borrowers are required to certify in good faith that “current economic uncertainty makes this loan request necessary to support the ongoing operations of the Applicant.”

by Brian A. Cromer May 06, 2020
Client Alerts

Contracts Being Tested by COVID-19

As the country takes action to slow the spread of the COVID-19 coronavirus, sporting events, concerts, and business conferences are being cancelled at an astounding rate. Each day that passes since the outbreak brings new cancellations, government containment efforts, and complex legal questions. The initial visible impact in the United States has been predominantly to the hospitality and entertainment industries, with cancellations significantly affecting venues, attendees, hotels, and caterers; however, the impact of the coronavirus is sure to touch contractual agreements across all industries moving forward. How exactly will the coronavirus affect contracts? The answer: it’s complicated.

by Richard A. Vance and Alison M. Zeitlin March 18, 2020
Press Releases

Dan Douglass and Bill Joseph Recognized in 2020 Georgia Super Lawyers

ATLANTA—Stites & Harbison, PLLC attorneys Dan Douglass and Bill Joseph were recently honored in the 2020 Georgia Super Lawyers magazine.

by Stites & Harbison, PLLC February 14, 2020
Press Releases

Bill Joseph recognized in Georgia Trend's 2019 Legal Elite

ATLANTA—Georgia Trend magazine has selected Stites & Harbison, PLLC attorney William M. (Bill) Joseph as one of its 2019 Legal Elite. This is the sixth time Joseph has earned the Legal Elite honor.

by Stites & Harbison, PLLC December 09, 2019
Press Releases

Brian Cromer elected to Kentucky Chamber Board of Directors

LOUISVILLE, Ky.—The Kentucky Chamber of Commerce has elected Stites & Harbison, PLLC attorney Brian Cromer to its Board of Directors.

by Stites & Harbison, PLLC October 28, 2019