Frost Brown Todd LLC
Neil's practice consists of giving legal and practical advice to clients in all aspects of their business and operations with a concentration in mergers and acquisitions and in corporate governance/compliance and related securities matters. Neil has represented clients mainly in the telecommunications, outsourced services, banking, manufacturing and technology industries.
Neil has handled hundreds of acquisitions and dispositions for both publicly‑traded and privately‑held companies, both on the buy and sell side, in transactions ranging from approximately one billion dollars to one million dollars. In those transactions, he has worked with company management, directors and other advisors in structuring the transaction, conducting the due diligence, negotiating the acquisition/disposition documents (including financing aspects of the transaction), advising the directors of their duties, obtaining necessary antitrust, tax and other regulatory consents and approvals, and consummating the transaction. In addition, Neil has served as counsel advising special committees of independent directors of boards of directors in connection with their consideration of related party transactions.
In the corporate governance/compliance area, Neil has implemented the requirements of the Dodd-Frank Act and the Sarbanes‑Oxley Act of 2002, including advising on say-on-pay matters, drafting company/director policies, the audit, compensation and governance committee charters, and the controls and procedures required by the Acts and NYSE and Nasdaq rules and regulations. In addition, Neil has advised companies and their directors on such matters as majority voting for directors, annual versus staggered election of directors, the separation of the board chairmanship and lead director positions, shareholder rights/“poison pill plans,” and various shareholder initiated proposals.