Blog Archives

David G. Thunhorst

David Thunhorst is a partner in Rogers & Hardin’s corporate group and advises companies and their boards of directors on mergers & acquisitions, corporate governance, securities and transactional matters, and corporate law.

Mr. Thunhorst is recognized by Chambers USA and The Best Lawyers in America® as a leading lawyer in Georgia in the Corporate/M&A specialties. He regularly advises companies in a wide variety of mergers and acquisitions, joint ventures, corporate financing and capital raising matters. In his representations of boards of directors and special committees, Mr. Thunhorst counsels on matters relating to corporate governance issues, executive compensation, change of control transactions, proxy contests and crisis management. Mr. Thunhorst also advises and counsels boards of directors as they evaluate and implement strategic alternatives.

Prior to joining Rogers & Hardin, Mr. Thunhorst practiced with a prominent Delaware law firm.

PROFESSIONAL & COMMUNITY ACTIVITIES
  • Member, Corporate Code Committee of the Business Law Section of the State Bar of Georgia
  • Member, Securities Committee of the Business Law Section of the State Bar of Georgia
PROFESSIONAL RECOGNITION
  • Recognized by Chambers USA as a Leading Lawyer – Corporate/M&A
  • Recognized in The Best Lawyers in America® as a leading Corporate lawyer in Georgia

The Tax Law Practice:

In recent years, following the passage of the Sarbanes-Oxley Act and changes in stock exchange listing requirements, companies and their directors have recognized more than ever the importance of having solid corporate governance practices in place within their organizations. Our corporate governance practice combines the expertise of lawyers from our corporate, employment, securities, tax and litigation practices in order to provide practical advice and solutions with respect to a multitude of corporate governance issues ranging from routine compliance issues to proxy contests and board investigations.

Our attorneys have extensive experience in advising public companies on the corporate governance requirements of the Sarbanes-Oxley Act as well as complex regulations and rules adopted by the Securities and Exchange Commission, the New York Stock Exchange and NASDAQ. Our lawyers have advised public companies, boards of directors and special committees of directors about their fiduciary duties and other corporate governance matters related to merger and acquisition transactions, conflict of interest transactions, leveraged buyouts, corporate compensation, governmental and regulatory inquiries, claims by whistleblowers and CEO and CFO certifications with respect to financial statements in public company reports.

Additionally, we have expertise representing committees tasked to investigate claims of corporate wrongdoing and financial misrepresentation, including backdating of options, to investigate shareholder allegations raised in derivative litigation and to investigate the fairness of proposed corporate transactions.

Rogers & Hardin:

Rogers & Hardin is the Atlanta-based law firm with a national reputation for excellence. We’ve been helping clients solve challenging legal problems for 40 years. Many clients comment that our approach is unique. Key differences are:

Most of our partners are recognized for excellence by one or more of the leading national ranking services. Other firms have ranked partners too. The Rogers & Hardin difference is that these nationally recognized partners are hands on working directly on client matters. Their skill brings efficiency and excellence to our work product. Efficiency translates into fewer hours expended and less supervision required for our clients. Clients notice and appreciate both.

Our service delivery model differs from many of our peers. We maintain a lean staff-to-attorney ratio in order to give clients direct access to our partners, who have rates that are often significantly lower than their peers. This approach adds tremendous value for our clients.

We measure success differently than other firms. We focus on client satisfaction, responsiveness and exceeding expectations. For clients who have experience working with legal teams that only think about them when the meter’s running it is a noticeable difference.

Sustaining excellence across both disciplines within our footprint is challenging to say the least. Yet the benefits it delivers to clients are immense. Rogers & Hardin is the only firm in the Southeast recognized for excellence across such diversity in practice coverage outside of a Big Law platform. Clients appreciate having that choice.

Our firm is skilled at all phases of dispute resolution including trying cases in front of the federal, state and local bars. We are often the firm engaged by other law firms when they need trial counsel support. Clients find that having a firm with a successful reputation as a strong trial adversary gives them more flexibility in resolving disputes.

Rogers & Hardin is an active member of Interlaw, the international network of pre-vetted, annually reviewed, full service law firms with nearly 5,000 attorneys in more than 125 cities worldwide. This gives our clients direct access to a global of network of law firms on a preferred fee scale no matter where their business takes them.

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Kenichi Nakano

Kenichi Nakano is a partner at Anderson Mori & Tomotsune, whose practice is focused on providing legal advice on activities required to conduct business in Japan, including such matters as establishment of a business presence in Japan, advising on regulatory requirements, preparing IT service agreements, rules of employment, and joint venture agreements. Mr. Nakano advises financial institutions in the areas of real estate trust law, the FSA inspection process, and inter-bank transactions. He also represents clients in various types of litigation involving patent, copyright, real estate, financial futures, labor and commercial transactions issues.

EDUCATION:
  • Tokyo University (LL.B., 1977)
  • New York University (M.C.J., 1984)
  • Trained at a law firm in the United States
PROFESSIONAL ADMISSIONS:
  • Japan (1980)
  • New York (1985)
PROFESSIONAL AND ACADEMIC ASSOCIATIONS:
  • Dai-ni Tokyo Bar Association
  • International Bar Association
  • American Bar Association
  • Commercial Arbitrator, China Council for the Promotion of International Trade and China Chamber of International Commerce (January 2009 – December 2011)
LANGUAGES:
  • Japanese (first language)
  • English

Corporate Governance Law Practice:

Corporations in Japan devote substantial time and energy in preparing for their annual and special shareholders’ meetings. The annual meeting process must comply with requirements set by the Companies Act, the Financial Services Agency and relevant stock exchanges. Mistakes or errors in the organizing and scheduling of a public corporation’s annual shareholders’ meeting as well as related events, such as board meetings, that lead up to the meeting itself, can have unintended and often undesirable consequences, including the rescission or cancellation of shareholder resolutions. We provide expert advice to both public and private clients with respect to the proper operation of shareholders’ meetings, including the drafting of convocation notices, advising on filing requirements, advising on the rules governing the setting of record and meeting dates and advising on the procedures for handling shareholder proposals and contacting beneficial owners. If required, we also prepare English translations of convocation notices or other similar documents or minutes of shareholders’ meetings.

ADVISING BOARDS AND DIRECTORS

Directors of Japanese corporations have both a duty of care and a fiduciary duty to their companies. Our lawyers often act as the legal advisors to directors, with particular emphasis on the corporate governance and legal aspects of business transactions or corporate acts. Our advice includes recommending the appropriate framework for directors to make their decisions in order to satisfy their duties. We also regularly provide advice with respect to special board and management issues, such as conflicts of interest, and related party transactions. We also draft board and committee minutes, which we are able to do in Japanese, English and Chinese.

INTERNAL CONTROL SYSTEMS

Prior to 2008, management evaluation and certification of internal controls for financial reporting was generally recommended as a “best practice” for corporate governance for public corporations in Japan. In response to various corporate scandals and abuses in the US and Japan, the Companies Act, the “J-SOX” regulations promulgated by the Financial Services Agency pursuant to the Financial Instruments and Exchange Act and relevant stock exchange rules now formally require listed corporations in Japan to implement effective internal control systems over financial reporting. We are experienced in advising listed corporations with respect to the preparation of various internal compliance and risk management manuals and the development and implementation of robust internal control systems, all tailored to fit the particular circumstances of an enterprise.

Anderson Mori & Tomotsune:

The Japanese law firms of Anderson Mori and Tomotsune & Kimura have merged their law practices as of January 1, 2005. The name of the merged firm is Anderson Mori & Tomotsune, with principal offices located in Akasaka K-Tower, 2-7, Motoakasaka 1-chome, Minato-ku, Tokyo (Tel: +81-3-6888-1000).

The firm has approximately 300 Japanese lawyers (bengoshi), over 10 lawyers qualified in foreign jurisdictions, approximately 130 other professional staff including patent lawyers, immigration lawyers, foreign legal trainees, translators and paralegals, and approximately 180 other general staff members.

Before the merger, Anderson Mori had offices in Tokyo and Beijing and provided a full range of specialized legal services for both international and domestic corporate clients. It was frequently involved in large M&A and finance transactions.

Tomotsune & Kimura handled various domestic and international corporate legal matters. In particular, it had extensive expertise in international finance transactions, including global securities offerings and other cross-border investment transactions.

The combination of practices enables Anderson Mori & Tomotsune to provide an even higher level of legal services in a broader range of practice areas, and enhances the firm’s capability to handle extremely large and complex transactions.

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Frank Lucente

Frank is a Partner in the Corporate Commercial practice of the Qatar office having previously worked in this field in Australia for some 20 years. Frank has had a wide exposure to all manner of corporate commercial transactions as well as having had experience in trusts and revenues fields.

Frank advises clients on most aspects of Corporate Commercial law and provides practical advice on business structures. He has dealt with all manner of business establishments and is quick to recognise particular concerns of clients and provide practical solutions in a timely manner

Corporate Governance Law Practice:

We are one of the few law firms in the region with a dedicated Corporate Governance Practice. In the aftermath of the global financial crisis our clients recognised the need to embrace Corporate Governance as an essential component in guiding management strategy and make it a key element of their daily business operations. This is particularly true in the current UAE business environment where the Government has taken steps to increase and improve the regulatory framework for corporate governance over recent years.

Our lawyers have in-depth knowledge of international corporate governance protocol combined with the knowledge of the local aspects applicable to firms operating in the region. We maintain constant communication with regulators within the region, ensuring we remain on top of corporate governance requirements.

We advise banks, family businesses and public and private companies on their corporate governance practices. Providing more than just advice, our clients receive a tailored manual specific to their needs in light of new regulations and policies.

Al Tamimi & Co:

The largest and most dynamic non-affiliated law firm in the Middle East with 14 offices across 8 countries and comprising 305 Fee Earners lawyer (partners are included).

Over the years we have advised, and continue to support, government, government-owned entities, local, regional and international companies, banks and financial institutions along with both international and regional law firms.

Our core strength is our people and the diversity of their experience and local knowledge. Our reputation for excellence and regional experience extends beyond our network of offices in Dubai, Abu Dhabi, Ras Al Khaimah, Sharjah, Kuwait, Qatar, Oman, Saudi Arabia, Jordan, Iraq and Bahrain. As a firm, our ability to practice local law in each of these jurisdictions – and the ability of each of our licensed litigators to have rights of audience before local courts – is a unique strength that truly sets us apart from our competitors.

But more importantly, our strength comes from our clients’ trust that we will give them the quality of service that they deserve. It’s our business to find creative and commercial legal solutions whilst focusing on making the law work for you.
– See more at: http://www.tamimi.com/en/article/our-firm/overview-about-the-firm.html#sthash.hei6oMro.dpuf

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Michalis Kyriakides

Highly recommended by the Legal 500 (M&A, Dispute Resolution) and Chambers & Partners, Michalis Kyriakides is the head of the Corporate Division of the firm. His practice covers the full range of company and commercial litigation, arbitration and advisory work. He has particular expertise in cases involving international litigation, injunctions, equity investments, cross border mergers/acquisitions, corporate restructuring and large asset finance transactions in Europe.

Michalis is often instructed by leading international firms, including “magic circle” firms. He regularly represents local and international clients before Cyprus Courts, national authorities and arbitration tribunals. His recent court practice includes Anton Piller/Norwhich Pharmacal proceedings, injunctions in aid of foreign proceedings and corporate litigation. He also serves as outside counsel for certain clients and as a non executive director in a number of companies.

Harris Kyriakides LLC:

Harris Kyriakides LLC is among the leading law firms in Cyprus

Established since 1976, it has emerged as the largest law firm in Larnaca and one of the most prominent Cyprus law firms. We offer wide-ranging legal services in Cyprus, including advice and representation in complex litigation and transactions involving Cyprus law across a wide variety of market sectors.

Our teams comprise experienced Cyprus lawyers, with an excellent track record, committed to integrity, efficiency and excellence.

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David F.K. Mpanga

David is a holder of an LL.B (Hons) degree from Exeter University, he was called to the Bar of England and Wales in 1993 and has been in practice since then. He was also called to the Ugandan Bar in 2000.

A Barrister of the Honourable Society of the Middle Temple, David worked initially with the chambers of Godfrey Carey QC and Jonathan Caplan QC at 5 Paper Buildings in the United Kingdom where he handled criminal litigation . David then returned to Uganda in 1998 and worked with Mugerwa & Masembe, Advocates up to September 2003.

David has cultivated a specialization in financial institutions law, international commercial transactions, corporate governance, as well as mergers and acquisitions. He also has experience handling public interest cases in the Constitutional Court and has appeared in a number of landmark cases in the field of basic human rights.

AF Mpanga:

The main practice areas are banking and finance, corporate mergers and acquisitions, corporate and commercial law, intellectual property, land transactions, securities and real estate, legal risk advisory and review services and litigation. We are currently developing capacity in the emerging natural resources law especially oil and gas.

AF Mpanga has built a reputable clientele that includes leading local and international financial institutions, leading manufacturers, industrialists, international investors, print and electronic media houses, international and local non-governmental organizations as well as net worth individuals.

Because we act on behalf of a select client list our Partners are able to respond to clients request on any issue within 24 hours of receiving instructions over the phone, fax, email or letter; strengthening our relationship with our clients.

Our clients’ confidence in our service provision is cemented further by our extensive East African market knowledge, Partner confidence in choice, leading to successful solutions and key to each success is client involvement.

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Marijan Hanžeković

Marijan Hanžeković is the founder and managing partner of the Law firm Hanžeković & Partners. He has extensive experience in the structuring, negotiating and implementing M&A transactions and he also specialises in project finance, takeovers and corporate governance.

Marijan Hanžeković started his private practice in 1978. In 1994, he founded Hanžeković, Radaković & Partners, the first law firm registered in Croatia, which continues the practice of a partnership he established in 1986 with Milan Radaković. From the start of his practice, he has been active and held various functions in the Croatian Bar Association. Marijan Hanžeković was President of the Croatian Bar Association from 1994 to 2000 and now is a Member of the Management and Executive Board of the Bar.

He is also an Arbiter at the Permanent Court of Arbitration at the Chamber of Commerce of Slovenia and an Arbiter at the European Court of Arbitration in Strasbourg. He was a Member of the Legislative Board of the Croatian Parliament and as member of the Commission of the Ministry of Justice participated in the preparation of numerous laws and the introduction of legal aid.

Hanžeković & Partners:

The Firm offers comprehensive legal assistance to domestic and foreign enterprises, financial institutions, and private clients.

Our law firm, with its 70 lawyers and 15 years of experience on the Croatian market, is proud to have participated in some of the largest and most significant transactions in Croatia.

Hanžeković & Partners, legal successor of Hanžeković, Radaković & Partners established in 1994, is one of the largest law firms in the country, with a broadly based practice.

The firm continues the partnership established in 1986 by Marijan Hanžeković, attorney since 1978, specialised in the field of General Business Law and Milan Radaković, attorney since 1970, specialised in the field of Civil Law.

The main goal of the founders was to build a full service law firm with a strong focus on commercial law practice.

Marijan Hanžeković and Milan Radaković were the first attorneys to use the opportunity given by the 1994 Law on the Legal Profession by establishing the Law firm Hanžeković, Radaković & Partners.

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