Tom joined Trusted Counsel in 2018 as Senior Counsel. He is a respected legal industry veteran with more than 40 years of corporate counseling. Read press release announcement regarding Tom joining Trusted Counsel here.
His focus will be adding his transactional expertise as well as providing clients with unparalleled knowledge in public securities and corporate operations and governance. Additionally, he will be involved in the training and mentoring of new attorneys, sharing his experience of having been both on the operating side of a law firm as well as the CEO of a $250-million computer systems company.
Tom’s extensive corporate counseling background includes corporate finance and securities; mergers and acquisitions; and corporate reorganizations and restructurings. He has represented public and private companies across a broad spectrum of industries, and he also counseled companies on compliance and governance matters, including investigations both internal and with regulatory implications.
He has regularly advised Chinese companies seeking access to U.S. capital markets. He represented these companies in various securities offerings, including initial public offerings, follow-on offerings, private investments in public equity (PIPEs) and registered direct offerings, as well as compliance with Securities and Exchange Commission (SEC) reporting requirements, governance issues and disclosure requirements.
Additionally, Tom was president and CEO of Versyss from 1988 to 1993. Versyss, which was based in Boston and Los Angeles, was a provider of computer systems for small businesses. It was the largest provider in the United States for the physician practice and credit union industries and one of the top-three providers for the construction and building-supply industry. His experience as a CEO gives him unique insight and practical understanding of clients' businesses and the operating problems and issues they face.
He also served as an adjunct professor at Boston University School of Management and a guest lecturer at Harvard Business School. He also spoke at other law and business schools conducting courses in investment banking, commercial transactions and public finance. He has also authored numerous articles and presentations.
He has been recommended by The Legal 500, and Atlanta Magazine has recognized him as a Georgia Super Lawyer for his advisory services to publicly-held companies. In 2010, he was awarded the American Lawyer Life Time Achievement Award. In 2009, he received a "Commitment to Equality Award” from the Women and Minorities Committee of the State Bar of Georgia for his work in promoting diversity in the legal profession. Additionally, he was recognized with an award from the South Eastern Black Law Students Association (BLSA) for advancing diversity in law firms.
Interests Outside of Law
Tom travels to his hometown of Billings, Mont., several times a year to participate in the Elementary School Technology Initiative he founded that helps give children in public education access to cutting-edge technology. Tom and his wife live in Atlanta.
J.D., 1966, Harvard Law School
A.B., 1962, Harvard College
Professional & Business Affiliations
Atlanta Legal Diversity Consortium Founder
Atlanta Symphony Orchestra, Vice Chairman of the Board
Tom has extensive experience representing both private and public enterprises across the entire spectrum of size – whether measured by revenue, number of employees or geographical footprint among other metrics - and in many industries.
The nature of these engagements includes:
Structuring and execution of complex initial and secondary public and private offerings.
Acquisitions and dispositions of entire enterprises (or selected segments of them) – whether private by private, private by public or public by private – and including those across international boundaries.
Designing reorganizations and restructurings, as well as workout programs, of business enterprises and government entities, including those as complex as the reorganization of one of the nation's principal railroads, the restructuring of the process of financing of a major state of the United States and its agencies and the restructuring of a major airline.
Addressing and resolving governance issues entailing federal, state and international law and regulations and corporate charters, bylaws and contractual and capital structure obligations.
Addressing regulatory compliance questions under federal and state securities laws, including the Exchange Act, the Investment Company Act and the Investment Advisors Act.
Conducting investigations initiated by the Securities and Exchange Commission, as well as those begun at the instance of corporate audit committees and/or boards of directors.
Advising special committees of boards of directors in execution of their mandates.
Representation of a bio pharma research company in connection to nine rounds of financing, development and manufacturer from start up through three exit transactions - one through initial public offering and the other two in the form of sales. The total aggregate value was $350 million.
Representation of 18 Chinese companies which were/are public companies in the United States in connection with several acquisitions internal in China as well as in the United States. This included mining companies, wholesale/retail drug distribution, and a recycling waste energy company. Valued at low to mid seven figures to low eight figures.
Significant eight figure public offering for the principal hardware manufacturer of data compression equipment for telecommunications space and eight acquisitions for the client ranging in value and price from $7 million to €230 million.
Purchase of computer hardware and software assets both as principal and lawyer In a significant eight figure transaction and the re-organization of the assets as an operating systems house sold five years later for four times its purchase price. Acquisitions of distributorships (seven-figure acquisitions) while serving as CEO of the company.
Representation of a brewery in the sale of their large northeastern Budweiser distributorship to and through the parent company for a significant eight figure number.
Representation of an aerospace public company in the sale of the company to another aerospace company that became a subsidiary of United Technologies for a significant nine figure number and at a 79% premium to the target's then stock price.
Representation of an advisory group with various acquisitions. One such acquisition was of one of the major investment advisory/management companies in the United States (over a ten-year period). Legal work included all compliance issues and re-organization issues that were necessary to accommodate the business acquisition.
Representation of a carpet manufacturing facility in their business sale and related assets of a major national home products retailer for $25 million, 8 figure refinancing transaction with three tiers of debt- term, and a line of credit and convertible - for the same client.
Representation of a major northeastern United States lumber, coal and shipping company with the sale of their assets.
Representation of a major US airline in connection with its second reorganization and financing efforts (debt & equity, securities) and handled all of the related restructuring and financing of pension arrangements, the public resale of employee shares, as well as representation in connection with its combination with another major United States airline.
Representation of Penn Central railroad in their reorganization (financing, debt and equity). This included the restructuring of the corporation, the sale of $1.3 billion of freight rail assets to the government (Conrail), the renegotiation of all ground leases on both sides of Park Avenue from 42nd St. to 96th Street in Manhattan, New York as well as the creation of an investment company; consolidation of over 50 leased short line railroads.
Representation of the Commonwealth of Massachusetts in the restructuring of their borrowing authority in order to avoid default (1976). Worked on the design of statutory and regulatory authority and development of disclosure documents in connection with the refunding of $500 million worth of guaranteed bonds that were sold in a public placement. Legal services also involved the restructuring and refinancing of the government agency debt for all Commonwealth agencies that included the transportation authority (Airport), subway system, turnpike authority, and various education authorities and housing authorities. The amount was in excess of $1.3 billion.
Presentations, Publications, Etc.
"In Process: Conversations about Business in the 21st Century" (Trusted Counsel's Podcast Show) How I did it: Selling a Business" Guest on the show (2018).
"China Machinery Engineering Corporation Celebrates IPO Success," Finance Monthly (February 2013).
“Going Public in the U.S.,” A Guide to International Financial Centres: What Chinese Investors Need to Know, co-author, Longtail Publishing (2011).
"International Corporate Governance Roundtable," Financier Worldwide (February 2008).
"How A Law Firm Can Assist General Counsel in Their Enhanced Role," The Metropolitan Corporate Counsel (August 2007).
"Investigations as an Opportunity to Reformulate Operational Response to Business Risk," Financier Worldwide (July 2007).
"Diversity in the Legal Profession: A Panel Discussion on Law School Admissions, Recruitment and Retention Best Practices in Law Firms and Corporate Legal Departments," State Bar of Georgia (Mar. 22, 2007).
"Directors & M&A: Best Practices for Board Members," Directors & Boards Seminar (Jan. 24, 2007).
"Corporate Compliance: Casting A Wide Net," Metropolitan Corporate Counsel (September 2006).
"Front and Center: Sustaining Ethical Cultures Over the Long Haul," Compliance Week 2006 (Jun. 8, 2006).
"The Value Proposition of an Internal Investigation: A Four Stage Model," Compliance Week 2006 (Jun. 7, 2006)