Mr. Hanley is a member of Sonnenschein’s Corporate Practice advising public and private companies on a variety of corporate and securities law issues, including capital-raising transactions, M&A, corporate governance, SEC compliance, Board of Directors and Board committee matters and corporate litigation.
Corporate Finance. Mr. Hanley’s corporate finance experience covers a wide range of public and private offerings, including IPOs, follow-on and secondary offerings, PIPEs, convertible securities offerings, Rule 144A and Regulation S/offshore offerings. He has served as issuer's counsel in connection with more than $7.5 billion in equity and debt offerings, representing clients in a variety of industries including information technology, consulting, transportation, telecommunications and media and entertainment in offerings ranging in size from $20 million to more than $1 billion.
Mergers and Acquisitions. Mr. Hanley has served as the lead acquirer's or seller's counsel in M&A transactions valued at more than $11 billion. His experience includes a broad range of acquisition structures, including statutory mergers, stock and assets purchases, exchange offers and tender offers with transaction values ranging in size from $5 million to more than $8 billion.
Securities Law Counseling; Corporate Governance. Mr. Hanley also counsels public companies on disclosure, SEC compliance and New York Stock Exchange, NASDAQ and American Stock Exchange compliance and listing matters. He advises senior management, Boards of Directors and Board committees and institutional investors on corporate governance matters, shareholder relations, takeover defense and proxy contests/contested elections and state law fiduciary duty issues.
Mr. Hanley’s recent transactions include:
Public Offerings
- $300 million rule 144A offering of Senior Notes for the Mexican subsidiary of a U.S. railroad holding company
- $75 million at-the-market and registered direct stock offering for a Class I railroad
- $200 million Rule 144A offering of Senior Notes for the Mexican subsidiary of a U.S. railroad holding company
- $190 million Senior Notes offering for a Class I railroad
- $1.3 billion underwritten secondary offering for an information technology company
- $1.1 billion IPO for an information technology company
- $330 million IPO for a specialty retailer
- $272 million underwritten shelf takedown offering for a life sciences company
- $250 million convertible notes offering for a life sciences company
- $38 million IPO for a life sciences company
- $24 million follow-on offering for a specialty chemicals company
Mergers and Acquisitions
- $8.1 billion acquisition of a publicly held information technology company by a global public company
- $400 million acquisition of a privately held information technology company by a global public company
- $400 million acquisition of a publicly held banking corporation by a leading financial services company
- $490 million acquisition of a publicly held professional services company by a global professional services company
- $175 million acquisition of a publicly held information technology company by a public company
- $90 million acquisition of a privately held information technology company by a public company
- $38 million acquisition of a privately held information technology company by a public company
- $30 million acquisition of a privately held information technology company by a public company
Tender/Exchange Offers
- $290 million tender offer for Senior Notes
- $175 million tender offer for Senior Notes and related consent solicitation
Mr. Hanley began his legal career at the SEC, where he served as an attorney in the Division of Corporation Finance. He frequently lectures and writes on securities law and corporate finance issues. Mr. Hanley has appeared as a panelist and moderated numerous programs regarding developments in securities and corporate law, including programs sponsored by the American Bar Association and the District of Columbia Bar, and in graduate and executive education programs at the University of Virginia's Darden Graduate School of Business, the Institute for U.S. Law and UCLA's Anderson School of Management.