Proxy Contests and Activist Campaigns

• WisdomTree, Inc. in its defense against a proxy contest by Lion Point Capital and ETFS Capital
• Semler Scientific, Inc. in its defense against a threatened proxy contest by Eric Semler and William Chang
• American Outdoor Brands, Inc. in its defense against a threatened proxy contest by Engine Capital and Voss Capital
• Yatra Online, Inc. in its defense against a threatened proxy contest by MAK Capital and Maguire Investment Trust
• Aptevo Therapeutics Inc. in its defense against a proxy contest and unsolicited acquisition proposal by Tang Capital
• Olympus Corporation in its defense against a threatened proxy contest by ValueAct Capital
• Evergy, Inc. in its defense against an activism campaign by Elliott Management
• Safeguard Scientifics, Inc. in its defense against a proxy contest by Horton Capital Partners and Maplewood Partners
• Alaska Communications Systems Group, Inc. in its defense against a proxy contest against Karen Singer and TAR Holdings
• athenahealth, Inc. in its defense against an activism campaign by Elliott Management
• Tempur Sealy International, Inc. in its defense against a threatened proxy contest by H Partners
• iMedia Brands, Inc. in its defense against a threatened proxy contest by the Clinton Group
• RAIT Financial Trust in its defense against a proxy contest and unsolicited externalization proposal to take control of the REIT’s assets by Highland Capital
• Lifetime Brands, Inc. in its defense against an unsolicited acquisition proposal by Mill Road Capital
• Financial Institutions, Inc. in its defense against a proxy contest by Clover Partners
• Immersion Corporation in its defense against a threatened proxy contest by Eric Singer and VIEX Capital
• Support.com, Inc. in its defense against a proxy contest by Eric Singer, Brad Radoff and Josh Schechter
• Vidler Water Resources, Inc. in its defense against a special meeting demand and proxy contest by Leder Holdings and Central Square
• Datawatch Corporation in its defense against a campaign to withhold votes from directors by Potrero Capital
• L. B. Foster Company in its defense against a threatened proxy contest by Legion Partners
• Casella Waste Systems, Inc. in its defense against a proxy contest by JCP Investment Management
• Perry Ellis International, Inc. in its defense against a proxy contest by Legion Partners
• The Pep Boys—Manny, Moe & Jack in its defense against a proxy contest and unsolicited acquisition proposal by Carl Icahn and GAMCO
• Superior Industries International, Inc. in its defense against a proxy contest by GAMCO
• Echo Therapeutics, Inc. in its defense against a threatened proxy contest by Platinum Partners
• The Meet Group, Inc. in its defense against a threatened proxy contest by Harvest Capital Strategies and Kanen Wealth Management
• SITO Mobile, Ltd. in its defense against a consent solicitation seeking control of its Board of Directors by Stephen Baksa
• Covisint Corporation in its defense against a threatened proxy contest by Dialectic Capital

Mergers & Acquisitions

• A publicly traded life sciences company in its take-private acquisition by a financial buyer
• A publicly traded government contractor in its take-private acquisition by a financial buyer
• A publicly traded commercial-stage biopharmaceutical company in its sale to a global specialty pharmaceutical company structured as a public tender offer followed by a statutory merger
• A financial buyer in its take-private acquisition of a technology company that has a product portfolio that includes screen protection, mobile keyboards, power management solutions, social tech, and personal audio
• A publicly traded consumer goods company in its acquisition of a housewares company for consideration consisting of common stock and cash; obtained shareholder approval for the issuance of the common stock by the acquirer prior to the closing of the merger
• A publicly traded developer of enterprise applications in a two-step merger structured as a public tender offer followed by a statutory merger
• A publicly traded life sciences company in a two-step merger structured as a public tender offer followed by a statutory merger

Capital Markets Transactions

• A Nasdaq-listed life sciences company
  • The company in a $35 million equity line financing
  • The company in a $50 million ATM financing
• An NYSE-listed manufacturer of consumer and professional products 
  • The company in a $500 million public debt offering of Senior Notes
  • The company in a $400 million public debt offering of Senior Notes
  • The company in a $600 million public debt offering of Senior Notes
  • The company in a $300 million public debt offering of Senior Notes
• An NYSE-listed manufacturer of insulation, roofing, and fiberglass composites 
  • Underwriters in a $300 million public debt offering of Senior Notes
  • Underwriters in a $450 million public green bond offering of Senior Notes and a concurrent cash tender offer for Senior Notes
  • Underwriters in a $400 million public debt offering of Senior Notes
  • Underwriters in a $600 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes
  • Underwriters in a $400 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes
• A formerly NYSE-listed real estate investment trust owning electric transmission assets 
  • Independent members of the board of directors in connection with an initial public offering of $460 million of common stock
• A formerly NYSE-listed retail propane marketer 
  • The company in a $525 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes
  • The company in a $700 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes
  • The company in a $1.35 billion public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes
  • The company in a $389 million public equity offering of common units
  • The company in a $342 million public equity offering of common units
  • The company in a $357 million public equity offering of common units
  • The company in a $332 million public equity offering of common units and a concurrent cash tender offer for Senior Notes
  • The company in a $1.55 billion public debt offering of Senior Notes
  • The company in a $450 million public debt offering of Senior Notes and a concurrent cash tender offer for Senior Notes
• An NYSE-listed natural gas distribution utility
  • The company in its public offering of $150 million of Secured Medium Term Notes
  • The company in its public offering of $140 million of Secured Medium Term Notes
  • The company in its private offering of $50 million of Senior Notes
  • The company in its public offering of $100 million of Secured Medium Term Notes
  • The company in its public offering of $55 million of common stock
• A formerly NYSE-listed global insurance company 
  • The company in a $600 million public debt offering of Senior Notes
• An NYSE-listed leading steel producer  
  • The company in a $400 million public debt offering of Senior Notes
• An NYSE-listed financial holding company  
  • The company in a $114 million public resale offering of its common stock
  • The company in a $127 million public resale offering of its common stock
  • The company in a $101 million public resale offering of its common stock
  • The company in a $189 million public resale offering of its common stock
  • The company in a public exchange offer of $44 million of common stock for preferred stock and a concurrent consent solicitation
  • The company in a $37 million public rights offering of its common stock
• An SEC-registered natural gas distribution utility 
  • The company in a $150 million private debt offering of Senior Notes
  • The company in a $400 million private debt offering of Senior Notes
  • The company in a $175 million private debt offering of Senior Notes
• An SEC-registered electric utility 
  • The company in a $325 million public debt offering of Senior Notes
  • The company in a $300 million public green bond offering of Senior Notes
  • The company in a $350 million public debt offering of Senior Notes
  • The company in a $300 million public debt offering of Senior Notes
  • The company in a $300 million private debt offering of Senior Notes and a subsequent public exchange offer of Senior Notes

SPAC Transactions

• A SPAC in a merger agreement for a business combination with an electric-vehicle technology startup
• A SPAC in a definitive business combination agreement with a global independent advisory firm
• A SPAC in connection with its more than $700 million business combination with an ecommerce platform for purchasing automobiles

Green Bond Offerings

• An SEC-registered electric utility in a $300 million public green bond offering of Senior Notes
• A leading lithium company in the private offering of $225 million convertible green bonds
• Underwriters in a $450 million public green bond offering of Senior Notes for an NYSE-listed manufacturer of insulation, roofing, and fiberglass composites

Matters may have been completed before joining Paul Hastings.

Mr. Donahue’s publications include:

• Co-Author, “Chapter 7: Earnings and Guidance Disclosure”, National Investor Relations Institute Standards, June 2023
• Co-Author, “A Preview of 2023 Annual Meeting Proxy Issues”, National Investor Relations Institute IR Update Winter 2023, February 2023
• Co-Author, “From Heavy Equipment to Cyber: 30 Years of MD&A Enforcement”, Insights: The Corporate & Securities Law Advisor, November 1, 2022
• Co-Author, “SEC Proposes Further Limitations on Proxy Statement Exclusion of Shareholder Proposals”, Corporate Governance Advisor, August 1, 2022
• Co-Author, “Jumpstarting the Next JOBS Act”, Reuters Legal News, July 11, 2022
• Co-Author, “California Law Requiring Female Directors on Public Company Boards Held Unconstitutional”, Insights: The Corporate & Securities Law Advisor, July 1, 2022
• Co-Author, “The SEC Revises Its Filing Fee Framework”, Insights: The Corporate & Securities Law Advisor, April 1, 2022
• Co-Author, “SPAC Review and Preview: Tailwinds, Headwinds and Regulatory Landscape”, Insights: The Corporate & Securities Law Advisor, March 1, 2022
• Co-Author, “New Rules for Proxy Contests: SEC Adopts Mandatory Universal Proxy Rules”, Corporate Governance Advisor, January 1, 2022
• Co-Author, “Environmental, Social, and Governance Issues: Key Considerations for Public Companies”, Insights: The Corporate & Securities Law Advisor, December 1, 2021
• Co-Author, “ESG Shareholder Proposals Will be More Difficult to Exclude After SEC Staff Interpretive Reversal”, Corporate Governance Advisor, November 1, 2021
• Co-Author, “SEC Gives Insight On Climate Change Disclosure Expectations”, Corporate Secretary Magazine, October 5, 2021
• Co-Author, “How to prepare for Nasdaq’s board diversity rules”, Corporate Secretary Magazine, August 19, 2021
• Co-Author, “SEC Releases Guidance on Disclosure Considerations for China-Based Issuers,” The CLS Blue Sky Blog: Columbia Law School's Blog on Corporations and the Capital Markets, December 3, 2020
• Co-Author, “Going Public Through A SPAC,” Insights: The Corporate & Securities Law Advisor, November 2020
• Co-Author, “The Impact of COVID-19 on Shareholder Activism,” Harvard Law School Forum on Corporate Governance, April 12, 2020
• Co-Author, “The Misplaced Focus of the ISS Policy on NOL Poison Pills,” Harvard Law School Forum on Corporate Governance, August 16, 2018
• Author, “Lessons Learned from CSX Corp. v. Children’s Investment Fund Management and Proposals for Reform,” 4 Brook. J. Corp. Fin. & Com. L. 221, 2010
• Author, “Section 162(m): Executive Compensation and the Implications of Revenue Ruling 2008-13,” 8 Appalachian J.L. 89, 2009
• Author, “Executive Compensation: The New Executive Compensation Rules Do Not Result in Complete Disclosure,” 13 Fordham J. Corp. & Fin. L. 59, 2008
• Author, “Hedge Fund Regulation: The Amended Investment Advisers Act Does Not Protect Investors from the Problems Created By Hedge Funds,” 55 Cleveland State Law Review 235, 2007

Mr. Donahue is also a frequent speaker on related topics.

• Co-Presenter, “New Cybersecurity Disclosure Scheme on the Horizon”, Society for Corporate Governance 2023 National Conference, June 21, 2023
• Co-Presenter, “Proxy Update: Emerging Issues and Perspectives”, Skytop Shareholder Activism Summit 2023, February 2, 2023
• Co-Presenter, “Shareholder Activism: Mock Proxy Fight”, NACD Capital Area Chapter, January 19, 2023
• Co-Presenter, “Pay Versus Performance Rule: What to do Now”, Society for Corporate Governance Webinar, November 1, 2022
• Co-Presenter, “Ask the Experts: Shareholder Activism”, NACD Summit 2022, October 9, 2022
• Co-Presenter, “ESG Activism in M&A”, American Bar Association 2022 Annual Meeting, September 16, 2022
• Co-Presenter, “Universal Proxy and ESG: The Perfect Storm”, Skytop Strategies Shareholder Activism ESG Super Summit, June 17, 2022
• Co-Presenter, “Shareholder Activism”, Women in the Boardroom, Virtual Presentation, May 20, 2021
• Co-Presenter, “Regulatory Changes Impacting the Board Room, UCLA Anderson Executive Education Corporate Governance Program, Virtual Presentation, April 29, 2021
• Co-Presenter, “Key SEC Developments,” Center for Professional Education Seminar, Tysons Corner, VA, September 18, 2017
• Co-Presenter, “The Future of the Public Company Board: How the Threat of Activism Has Influenced Director Behavior,” Activist Investing in Canada, Toronto, Ontario, November 14, 2016
• Co-Presenter, “How the National Election Results Will Impact Washington, D.C. and the SEC,” Houston Chapter of the Society for Corporate Governance, Houston, TX, October 12, 2016