Rick practices corporate and securities law, with an emphasis on the formation, financing and general representation of emerging growth companies and the representation of founders, executives, directors and investors involved with such companies. He also counsels public and private company clients in the full range of corporate and securities matters. Rick has particular expertise in representing medical device, biotechnology, software, consulting, and other technology-based businesses, both public and private. He also advises more traditional business enterprises, including traditional manufacturers, insurance agencies and other financial services firms.
Among the particular types of matters that Rick handles are: financings, including seed capital, angel and venture capital investments, asset-based lending transactions and unsecured loans; structuring and formation of new business ventures; research and development agreements; distribution and sales agreements; mergers and acquisitions, including stock and asset-based acquisitions; purchases and divestitures of business units; and strategic alliances.
Rick also assists clients in connection with general business matters, including the negotiation and drafting of employment agreements (both on behalf of employers and executives), executive compensation, stock option, restricted stock and other equity-based incentive compensation plans, non-competition and nondisclosure agreements, joint ventures, restructurings and commercial contracts.
Rick’s specific public company legal experience includes: advice in connection with SEC compliance reporting, including: advice in connection with the preparation and filing of ’33 Act Reports (principally on Forms S-3 and S-8) and ’34 Act Reports, including annual and quarterly reports, Current Reports on Form 8-K, proxy statements, Schedules 13D and 13G, oversight of Section 16 reporting (Forms 3, 4 and 5; advice in connection with executive compensation matters, including all aspects of forming and conducting meetings of compensation committees, structuring cash and equity incentive plans for executives, and structuring cash and equity compensation plans for outside directors; advice in connection with audit committee issues; advice in connection with Nasdaq corporate governance requirements; review of press releases (including reviews of quarterly earnings releases); drafting and advice in connection with officer and director indemnification agreements and D&O insurance; and compliance with various other SEC mandates under the Sarbanes Oxley Act, the Dodd Frank Act and other legislation impacting publicly held companies.
Rick was a former partner at Lynch, Brewer, Hoffman & Fink, LLP. Prior to practicing law, Rick was employed as a Certified Public Accountant in the Small Business Division of Arthur Andersen & Co.’s Chicago office. Representative transactions include: representing a medical device manufacturer in connection with the sale of its assets to an affiliate of Bard, Inc. for $56 Million; representing various purchasers and sellers of insurance agencies in the New England area; representing a privately held family holding company in the negotiation and acquisition of a welding, metal forming and fabrication company, an impulse sealing machinery company and a warehouse and materials management software company; representing operating companies (including a public company) in connection with asset based loans from a national bank in amounts ranging from $2 Million to $25 Million; representing a publicly-held company in several private placements with accompanying registration rights, the filing of S-3 and S-8 registration statements, and ongoing securities compliance matters; representing medical device manufacturers in $8 Million and $20 Million private placements with various venture capital firms; and serving as corporate counsel to a publicly held producer of innovative custom-engineered components, products, and specialty packaging with annual sales in excess of $100 Million.