Thomas R. McGuigan has more than 30 years of experience in corporate, securities and financial matters for public and privately held organizations in various stages of development. He counsels on public and private offerings of equity, debt, hybrid and other securities, mergers and acquisitions, reorganizations and corporate governance matters as well as securities disclosure and compliance, executive and employee compensation, director and officer indemnification agreements, administrative matters and regulatory issues.

Mr. McGuigan’s experience in representing clients in financings includes equity and debt offerings for privately held entities including venture capital financings, recapitalization and capital markets transactions for public companies in various industries. His mergers and acquisitions experience includes representation of purchasers, sellers and investors in a variety of transactions and industries, involving privately and publicly held entities and individuals in US and international transactions, and regulated industries such as health care and financial institutions.

He represents corporate clients in the full range of day-to-day corporate and securities law matters, and in a variety of extraordinary matters. Mr. McGuigan counsels companies and investors in shareholder, stand-still and repurchase agreements. In addition, he advises public companies and board committees on corporate governance matters and in takeover contests including auctioned sales and proxy contests with shareholder groups.

Mr. McGuigan has led the drafting and lobbying for Florida’s takeover statutes, director liability statutes, and director and officer indemnification statutes. In addition, he advises clients on executive compensation matters, working with the firm’s compensation and benefits groups.

Chambers USA has ranked Mr. McGuigan as a senior statesman in Florida’s listing of leading corporate attorneys, and The Best Lawyers in America 2009 named him West Palm Beach Best Lawyers Corporate Lawyer of the Year. He is also listed in The International Who’s Who of Business Lawyers. Mr. McGuigan is ranked among the top lawyers in Florida in the South Florida Legal Guide, Thomson Reuters’ Florida Super Lawyers, Florida Trend’s Legal Elite and Who’s Who Legal: Florida. In 2007, he was among those listed in Lawdragon 500 Leading Lawyers in America, a distinction representing the elite legal professionals in the country.

He is a member of the American Bar Association’s Business Law Section and Committee on Mergers and Acquisitions. Mr. McGuigan also is a member of The Florida Bar’s Business Law Section. He has chaired several committees as well as the Business Law Section.

Representative Experience

• Acting as issuer's counsel in public offerings of common stock, preferred stock, stock purchase units, preferred trust securities, senior and subordinated debt and other securities valued at more than US$12 billion in the past five years.
• Serving as issuer's counsel in the exchange offer of registered debt for privately placed debt and the repurchase of securities.
• Representing an S corporation bank in private debt and equity financings.
• Assisting public companies with annual and special meetings, shareholder proposals and SEC reporting and compliance requirements including non-GAAP and Regulation FD requirements.
• Representing public companies in shareholder rights plans and other takeover-related planning as well as shareholder disputes.
• Advising on the recapitalization of an ancillary health care services company, followed by acquisitions by the company and the sale of the company.
• Counseling independent directors of public and private companies in acquisition proposals, indemnification arrangements, financing and corporate governance matters.
• Representing investors in bank and thrift acquisitions and formations.
• Advising the corporate owner of a car rental business in a cash sale to a public company.
• Representing private investors in connection with a shareholder dispute, leading to the sale of the company to a public company (stock) and related personal planning matters.
• Advising companies and executives in executive compensation plans and agreements including employment, change of control and severance agreements.
• Counseling public and private companies and executives in stock option and other incentive compensation programs.