Mark Reuter advocates for business clients in transactions, proceedings and conflicts regulated by federal and state securities laws and stock exchange rules. A partner in the firm’s business representation and transactions group, Mark has extensive experience representing publicly traded and privately owned clients in strategic transactions, executive compensation and equity arrangements, corporate governance, reporting, internal investigations, and administrative actions. Mark regularly advises management, boards and their committees, and other stakeholders in mergers and acquisitions, public offerings, follow-on equity offerings, investment grade and convertible debt offerings, tender offers, private placements, proxy solicitations, and issues arising under the Dodd-Frank Act, the Sarbanes-Oxley Act, and state corporate law.
Mark represents American Financial Group, Inc., AtriCure, Inc., Fifth Third Bancorp, Hemagen Diagnostics, Inc., Indiepub Entertainment, Inc., Infinity Property and Casualty Corporation, LSI Industries Inc., Meridian Bioscience, Inc., and Multi-Color Corporation.
- Securities Law Update, Cincinnati Bar Association, November 12, 2009
- Key Issues Facing Boards of Directors: Challenges of Securities Regulation, Risk Management & Liability, Directors Roundtable, August 19, 2009
- Professional Responsibilities of Securities Lawyers, University of Cincinnati College of Law, Aprill 22, 2009 (panelist)
- Considerations for Public Companies Weathering the Current Market Downturn, Cincinnati Bar Association, March 12, 2009
- Corporate Investigations: The Developing Rule of In-House Counsel, Keating Muething & Klekamp Seminar, December 12, 2007
- The Nuts and Bolts of Drafting and Negotiating the Acquisition Agreement, National Business Institute, August 22, 2007
- Legal Alert: SEC Approves NYSE and Nasdaq Compensation Committee Independence and Consultant Requirements, January 18, 2013
- Nasdaq and NYSE Propose Rules on Compensation Committee and Adviser Independence, October 2, 2012
- Legal Alert: FASB Removes Loss Contingency Disclosure Project from Agenda, July 10, 2012
- Legal Alert: JOBS Act Relaxes Rules for Raising Capital, April 2, 2012
- ISS Announces GRId 2.0 and Publishes 2012 Pay-for-Performance Whitepaper, December 21, 2011
- Securities and Exchange Commission Adopts Say-on-Pay, January 27, 2011
- Legal Alert: Securities and Exchange Commission Adopts Proxy Access, August 27, 2010
- Financial Reform Act Triggers Significant New Executive Compensation Requirements, July 21, 2010
- U.S. Senate Passes Consumer Financial Protection Act of 2010, June 2, 2010
- Keeping Current: Securities, Business Law Today, January 2010
- SEC Approves Proxy Disclosure Enhancements, December 17, 2009
- Effective and Pending Initiatives for the Upcoming Proxy Season, October 28, 2009
- Comment Letter to Securities and Exchange Commission on Proposal on Proxy Access, August 17, 2009
- Legal Alert: SEC Approves NYSE Proposal on Broker Discretionary Voting, July 7, 2009
- Legal Alert: 2009 SEC and Other Initiatives Under Consideration, June 1, 2009
- 2009 Executive Compensation Issues and Disclosures Recent Developments in Advance Notice Provisions Reminder About E-Proxy, January 6, 2009
- The Bylaw Groundswell: Advance Notice Provisions in the Wake of CSX, November 2008 Insights; The Corporate & Securities Law Advisor, Volume 22 Number 11, December 15, 2008
- Annual Report to the Commission - Form 10-K, Securities Law Techniques, November 2008
- Registration Under the Exchange Act, Securities Law Techniques, November 2008
- Loopholes Provide Activist Securityholders Unfair Advantages in Takeover Contests; How Targets Can Fight Back, Corporation by Aspen Publishers, August 1, 2008, Lexis Nexis Corporate and Securities Webcenter for Expert Commentaries, July 25, 2008
- Perils of Ambiguous Advance Notice Provisions, Lexis Nexis Corporate and Securities Webcenter for Expert Commentaries, July 25, 2008
- Comments to the Financial Accounting Standards Board on proposed amendments to FASB Statement No. 5, July 30, 2008
- Significant 2006 Amendments to Ohio Business Organization Statutes, Corporation by Aspen Publishers, October 9, 2006
Mentioned & Quoted
- INC Research Agrees to Acquire Kendle International for $232 Million, CorporateLiveWire.com, June 6, 2011
- INC Research to Acquire Kendle International for $15.25 per Share in Cash, Bloomberg Businessweek [www.investing.businessweek.com], May 5, 2011
- E-Proxy Disclosures: Do Tinkered Rules Let Institutions Rule?, Westlaw Business Currents, February 11, 2010
- Panel: SEC Proposals Overreaction to Financial Crisis, Cincinnati Business Courier, August 21, 2009
- Some Top Cincinnati Executives Put Money Where Mouth Is by Buying Own Firms' Stock, Cincinnati Business Courier, March 6, 2009, Cincinnati Business Courier
- The Pulse, Mergers & Acquisitions, November 2008, Mergers & Acquisitions
- Counsel Wins Battle in War Over Accounting, The National Law Journal, October 13, 2008, The National Law Journal
Professional & Community Involvement
- Bannockburn Securities, Advisory Board
- Cincinnati Bar Association, Ethics & Professional Responsibility Committee
- Ohio State Bar Association, Corporation Law Committee
- Summit Country Day School, Board of Trustees
2011 Sell-Side Merger With Debt Solictation — Representation of Nasdaq-listed clinical research organization in $400 million merger transaction involving $150 million consent solicitation and tender offer for Convertible Senior Notes.
2010 Acquisition of Majority Stake of NYSE Amex Company — Representation of German corporation in its acquisition of 70% of the outstanding capital stock of diagnostics company listed on NYSE Amex.
2010 Proxy Solicitation and Hostile Takeover — Representation of financial institution in proxy fight and hostile offers for ESOP shares and all other shares of Nasdaq-listed savings bank holding company.
2008 Cross Border Merger — Representation of Nasdaq-listed specialty insurance company in $1.3 billion merger with German re-insurance corporation.