Steven M. Haas’s practice focuses on mergers and acquisitions, corporate law and corporate governance. Steven is co-head of the firm’s mergers and acquisitions team. He represents clients on a wide variety of M&A transactions, including change-of-control transactions, strategic acquisitions and divestitures.
He also regularly advises companies and boards of directors in connection with corporate governance, shareholder activism and other fiduciary duty matters.
Steven is the co-editor and contributing author of Corporate Governance: Law and Practice (LexisNexis), which is a two-volume/16-chapter treatise. He is also the co-author of Goolsby & Haas on Virginia Corporations (5th edition 2014, LexisNexis), which is the definitive guide to Virginia corporation law.
In addition, Steven has authored more than 35 articles that have appeared in legal and business publications such as The M&A Lawyer, Deal Lawyers, Corporate Governance Advisor, The Business Lawyer, and Delaware Law Review, among others. Several of his articles have been cited by the Delaware Court of Chancery and the Delaware Supreme Court.
Steven contributes to the blogs Harvard Law School Forum on Corporate Governance and Financial Regulation and Deal Lawyers.com.
Steven is an appointed member of the Committee on Corporate Laws of the Business Law Section of the American Bar Association. This committee has jurisdiction over the Model Business Corporation Act, which is followed in whole or in part by a majority of states.
He previously served as chairman of the ABA Corporate Governance Subcommittee on Current Developments and Emerging Issues. In addition, he has served as an adjunct professor of law at the University of Richmond School of Law, where he has taught a course on mergers and acquisitions.
Experience:
- Represented Pebblebrook Hotel Trust in its successful $5.6 billion unsolicited takeover of LaSalle Hotel Properties
- Represented the special committee of a public company in negotiating strategic alternatives with the company’s controlling stockholder
- Represented Darden Restaurants in its $780 million acquisition of Cheddar’s Scratch Kitchen Restaurants
- Represented a leading defense contractor in numerous acquisitions of other defense and cyber security companies
- Represented Bank of the Cascades and its bank holding company, Cascade Bancorp, in their cash/stock merger with First Interstate BancSystem, Inc.
- Represented a custodian appointed by the Delaware Court of Chancery to sell Supreme Oil Company, Incorporated, to Stratas Foods LLC
- Represented ShenTel, a telecommunications services company, in its $800 million acquisition of NTELOS Holdings Corp., a publicly-traded wireless phone service provider, and in various related transactions with Sprint
- Represented The Hershey Company in its acquisition of the barkTHINs chocolate brand
- Represented the independent directors of Cleco Corporation, an NYSE-listed utility company, in its $4.7 billion sale to a consortium of investors led by Macquarie Infrastructure and Real Assets and British Columbia Investment Management Corporation
- Represented Stock Building Supply Holdings, Inc. in its $1.5 billion strategic stock-for-stock merger with Building Materials Holding Corporation to create one of the country’s largest lumber and building material supply companies
- Represented Kraft Foods Group, Inc. in its $46 billion merger with H.J. Heinz Co.
- Represented Wilshire Bank in its strategic merger with BBCN Bancorp Inc.
- Represented Cascade Bancorp in its successful topping bid to acquire Home Federal Bancorp, Inc., a NASDAQ-listed bank
- Represented Seamobile, Inc./MTN Communications, a venture capital-backed telecommunications company, in connection with its sale to Emerging Markets Communications
- Submitted an amicus brief to the U.S. Court of Appeals for the Second Circuit in Trinity v. Wal-Mart with respect to shareholder proposals submitted under Rule 14a-8, which brief was cited by the court
- Represented numerous companies and REITs in responding to activist hedge funds
- Represented CapLease, Inc. in its $2.2 billion sale to American Realty Capital Properties, Inc. and related “go-shop” sale process
- Represented the special committee of Colonial Properties Trust (NYSE) in its $8.3 billion stock-for-stock merger with MAA/Mid-America Apartments
- Represented Darden Restaurants in its acquisition of Yard House USA, Inc., an innovative restaurant business
- Represented Progress Energy in its $30 billion modified merger-of-equals with Duke Energy to create the country’s largest regulated utility
- Advised several private equity firms and their portfolio company on numerous acquisitions, including the $560 million acquisition of a NASDAQ company
- Advised a NASDAQ company and its special committee in an all-cash sale to a foreign acquiror
- Represented Raytheon Company in its $500 million all-cash tender offer to acquire Applied Signal Technology, a NASDAQ-listed defense company
- Represented a controlling stockholder in a $1.2 billion sale of its controlled public company to a pharmaceutical company
- Represented AmeriCredit Corp. in its $3.5 billion all-cash sale to General Motors
- Represented a Fortune 50 company in its $11.7 billion acquisition of public consumer products company
- Represented a target company board of directors in a merger involving a “go-shop” provision leading to a favorable reported decision in the Delaware Court of Chancery
- Assisted in the representation of the former directors and officers of an insurance company leading to first-impression decisions in the Delaware Supreme Court and Delaware Court of Chancery rejecting the doctrine of “deepening insolvency” as a theory of director liability
- Represented a private equity fund in a transaction dispute resulting in a landmark decision by the Delaware Court of Chancery in ABRY Partners V, L.P. v. F&W Acquisition, LLC
EDUCATION:
- JD, University of Virginia School of Law, Notes Editor, Virginia Law Review, 2004
- BA, Hampden-Sydney College, 1999
BAR ADMISSIONS:
- Delaware
- District of Columbia
- Virginia
Memberships:
- Member, ABA Committee on Corporate Laws
- Former Chairman, ABA Corporate Governance Subcommittee on Current Developments and Emerging Issues
- Business Law Section Council – Virginia Bar Association
Cost
Rate : $$$
