Stephen Giove is Of Counsel in the Capital Markets practice. He is a current member and one of the founders of the firm’s Corporate Governance Advisory Group. He is an extremely experienced securities and corporate lawyer with considerable knowledge of finance, accounting, internal controls and investor and public relations matters. His practice is principally focused on counseling corporate clients with respect to strategic, governance, financing and public company matters.
- His strategic transactional experience includes representing clients in connection with spin-offs, split-offs, going private transactions, tender and exchange offers, consent solicitations, internal corporate reorganizations, joint ventures, pre-packaged bankruptcies and out-of-court restructurings.
- His governance experience includes advising boards, their committees and senior management with respect to the full range of corporate governance matters, such as board practices and structures, fiduciary duties, proxy access, anti-takeover defenses, shareholder proposals, dealing with activists, crisis management, annual board self-evaluations and dealing with external constituencies, including shareholders, proxy advisory firms and regulators.
- His financing experience includes representing issuers and underwriters in initial public offerings and offerings of common and preferred stock, convertible securities, high yield bonds, investment grade debt and commercial paper as well as a full range of liability management transactions.
- His public company practice includes advising public (and pre-IPO) companies with respect to all aspects of their public disclosures, SEC, NYSE and NASDAQ compliance matters as well as the securities law aspects of various transactions, including mergers, acquisitions and dispositions, share and debt repurchase programs, issuer self-tender offers and Rule 10b5-1 plans.
He joined the firm in 1987, became a partner in 1993, was the firm’s hiring partner from 1997–1999, was the co-head of its US Capital Markets Group from 2003-2007, was a member of the firm’s Global Business Development Committee from 2008-2010 and was co-chair of the firm’s Corporate Governance Advisory Group from 2007-2013.
- Clients in dual track IPO-sale processes, including Heidelberg Cement in connection with its Hanson Building Products business and Lafarge S.A. in connection with its U.S. gypsum business (Continental Building Products)
- Clients in spin-off and separation transactions, including Cadbury Schweppes in its spin-off of Dr. Pepper Snapple Group; Viacom in its separation into two publicly traded companies – Viacom and CBS; Trizec Properties in its establishment as a U.S. REIT and separation from its parent Trizec Hahn; Corning in its spin-off of Quest Diagnostics and Covance
- Clients in IPOs, including City Office REIT, Vonage, WebMD, Blockbuster, CareInsite, Active Health, Boston Scientific (regarding its endosurgery business)
- Clients with respect to corporate governance matters, including CVS Health, Viacom, Con Edison, Bunge, Dick’s Sporting Goods, Dun & Bradstreet, Quest Diagnostics, Warner Music Group, Envestnet, Corning, WebMD, Boston Scientific and City Office REIT
- Clients in public company and/or financing matters, including CVS Health, Viacom, Quest Diagnostics, Bunge, Dun & Bradstreet, WebMD, Corning, CBS, Volt Information Sciences, Taro Pharmaceuticals, Sonic Drive-Ins, National Amusements, Sungard Data Systems and Media General
- A wide range of investment banks, including Bank of America, Citibank, Credit Suisse, Goldman Sachs, J.P. Morgan, Morgan Stanley, Merrill Lynch and RBS and UBS; in addition Mr. Giove has been designated underwriters’ counsel for a number of companies, including IPG, Cytec Industries, Capmark Financial Group and UGI Utilities
- A variety of other public companies on selected issues, including AES, Aegion, BCE, Deere, Discovery Zone, Emdeon, Fidelity National Financial, IMAX, Interactive Data, iPlace, Legg Mason, McGraw-Hill, Merrill Corp., Orthofix, 7-Eleven, Sofamor-Danek, Revlon, Paramount, Remy International and Vertrue
Cornell University Samuel Curtis Johnson Graduate School of Management
Cornell University Law School
State University of New York at Binghamton