Focus Areas
Representative matters for which Tom has had primary responsibility include:
Capital Markets and Securities
- REIT conversion and restructuring of $10 billion NYSE-listed real estate operating company.
- $840 million underwritten public equity offering for a NYSE-listed national real estate company.
- $220 million private placement of perpetual convertible preferred stock for a NYSE-listed national real estate company.
- $200 million private placement of convertible senior notes for a NYSE-listed national real estate company.
- $200 million private placement of puttable senior equity-linked notes for a NYSE-listed national real estate company.
- $330 million underwritten public equity offering for a NYSE-listed national real estate company.
- $250 million underwritten public debt offering by a NASDAQ-listed business-services company (underwriters’ counsel).
- $500 million underwritten public debt offering by a NASDAQ-listed business-services company (underwriters’ counsel).
- $650 million underwritten public debt offering by a NYSE-listed manufacturer of printing and imaging equipment and software.
- Multi-state private placements of limited liability company member interests in connection with exchange of interests in 30 regional enclosed shopping malls.
- $480 million public offering for a publicly held medical technology company in connection with acquisition of a NYSE-listed medical technology company.
- Initial and follow-on public offerings for a medical technology company.
Mergers and Acquisitions
- Acquisition by a NYSE-listed polymer services company of a privately held specialty coatings manufacturer.
- Acquisition by an international provider of power services of a power plant management business.
- Acquisition by a generation and transmission cooperative of a gas-fired peaker electrical generating facility from an investor-owned public utility.
- Acquisition by a NASDAQ-listed industrial application equipment manufacturer of a privately held dispensing systems manufacturer.
- Sale of a national automotive service center chain in bankruptcy court auction.
- Sale by a NYSE-listed diversified industrial manufacturer of an air control valve business.
- Sale by a super-regional bank holding company of its defined contribution pension plan record-keeping business.
- Acquisition by a NYSE-listed diversified industrial manufacturer of the industrial and hydraulic hose and tubing business of a NYSE-listed manufacturer of vehicle modules, systems and components.
- $1.25 billion consolidation of a NYSE-listed polymer services company with another NYSE-listed polymer services company.
- Sale by a Japanese chemical manufacturer of its biochemical research business.
- $500 million sale by a Japanese chemical manufacturer of its worldwide agricultural chemical business to a British pharmaceutical and chemical manufacturer.
- $490 million sale by a super-regional bank holding company of its mortgage servicing business.
Joint Ventures
- Two joint ventures for the development and operation of open-air shopping centers in suburban Cleveland.
- Joint venture between a national shopping center developer and a NYSE-listed REIT for operation of million-plus square foot super-regional mall and adjacent shopping centers in North Carolina.
- Joint venture between a national shopping center developer and a NYSE-listed REIT for the development and operation of a million-plus square foot open-air shopping center in Florida Gulf Coast region.
- Joint venture between a NYSE-listed diversified industrial manufacturer and a NYSE-listed heavy industrial equipment manufacturer for the manufacture of generator/paralleling switchgear and automatic transfer switches.
- $1 billion (book value of assets) joint venture between a NYSE-listed polymer services company and a NYSE-listed chemical company involving 12 chemical plants and a related acquisition of two chemical plants.
- “Dodd-Frank Whistleblower Protections Apply Only to Employees Who Report Alleged Securities Violations to the SEC,” Thompson Hine Business Litigation Update, February 2018
- “New Ohio Corporation Law Provisions Define Officers’ Fiduciary Duty, Limit Liability,” Thompson Hine Corporate Law Update, July 2016
- “Delaware Chancery Court Turns Against Disclosure-Only Settlements,” Thompson Hine Business Law Update, Winter 2016
- “A Subtle Loophole: Circumventing §271 of the Delaware General Corporation Law,” Thompson Hine Business Law Update, Fall 2015
- “Supreme Court: Defendants May Rebut Basic, Inc. Presumption of Reliance Before Class Certification,” Thompson Hine Corporate Law Update, June 23, 2014
- Moderator and Panellist, RR Donnelley SEC Hot Topics Institute 2011, 2012, 2013, 2014, 2015 and 2016
- “Don’t Get Burned: Allocating Risk in Contracts,” Association of Corporate Counsel, July 16, 2015
- “Securities Offering Issues,” Bowne of Cleveland/Society of Corporate Secretaries and Governance Professionals SEC Issues Update Seminar, 2010
- “2010 Proxy Season Review and 2011 Preview,” Society of Corporate Secretaries and Governance Professionals, Northeast Ohio Chapter, 2010
- “2010 Proxy Season Update,” Washington Metropolitan Association of Corporate Counsel, 2010
- “2010 Proxy and Executive Compensation Pre-Season Review,” Washington Metropolitan Association of Corporate Counsel
- “Securities Offering Issues,” Bowne of Cleveland SEC Issues Update Seminar, 2009
- “2010 Proxy Season Issues,” Society of Corporate Secretaries and Governance Professionals, Northeast Ohio Chapter, 2009
- “Mergers and Acquisitions in 2009 and Securities Law Implications of the Slump,” Association of Corporate Counsel, Northeast Ohio Chapter, 2009
- “Deal Financing Issues,” Bowne of Cleveland/Society of Corporate Secretaries and Governance Professionals SEC Issues Update Seminar, 2008
- “2009 Proxy Season Issues,” Society of Corporate Secretaries and Governance Professionals, Northeast Ohio Chapter, 2008
- “Best-Prices Rules Amendments and M&A Matters,” RR Donnelley SEC Hot Topics Institute, 2007
- “Executive Compensation and Director Fiduciary Duties,” Cleveland Bar Association Securities Law Institute, 2007
- “Executive Compensation – Application of Rules,” Bowne of Cleveland/Society of Corporate Secretaries and Governance Professionals SEC Issues Update Seminar, 2006
- “Election of Directors by Majority Vote,” Cleveland Bar Association Securities Law Institute, 2006
- AV® Preeminent Rated by Martindale-Hubbell
- Selected for inclusion in The Best Lawyers in America©, 2008 to 2022 in the fields of Corporate Law, Mergers and Acquisitions Law, Securities/Capital Markets Law, and Securities Regulation; named the Best Lawyers® 2021 Securities/Capital Markets Law “Lawyer of the Year” in Cleveland
- Listed in Chambers USA America’s Leading Lawyers for Business 2005 to 2008, 2010 to 2021
- Selected for inclusion in Super Lawyers by Ohio Super Lawyers magazine, 2007 to 2016
- Listed in Legal 500 in Merger and Acquisition, 2014 to 2018
- Listed in Which Lawyer? Yearbook (Practical Law Company), 2008 to 2010
Professional Associations
- Cleveland Metropolitan Bar Association, Corporation, Banking and Business Law Section, chair, 1998 to 1999; Securities Law Section, chair, 1999 to 2000; Securities Law Institute, chair, 1995
Community Activities
- United Way Services, Children and Youth Services Allocations Panel, 1985 to 1993, chair, 1992 to 1993; Funds Distribution Committee, 1991 to 1994
- Young Audiences of Greater Cleveland, Inc., member, Board of Trustees, 1996 to 2003
- Great Lakes Theater Festival, Board of Trustees, 2001 to 2013
Education
- Harvard Law School, J.D., 1982, cum laude
- The Ohio State University, 1978-1979,
University Fellow, Graduate School
- Ohio University, 1978, summa cum laude,
Phi Beta Kappa
Bar Admissions
- Ohio
- LABOR & EMPLOYMENT SPOTLIGHT – A YEAR-IN-REVIEW (CHICAGO), October 26, 2022

