Lee Terry practices corporate and securities law, focusing on commercial and investment transactions, including but not limited to mergers and acquisitions, joint ventures, partnership agreements, licensing and other technology related contracts, and both public and private offerings of securities. These transactions have involved companies engaged in a wide range of businesses, such as telecommunications, aircraft, restaurants, e-commerce, apparel, household products, software, and a wide variety of high technology products and services, as well as participation interests in real estate, oil and gas, minerals, and other properties. In addition, Mr. Terry regularly drafts and reviews periodic reports and other documents required to be filed with the SEC under the federal securities laws. He also provides advice to broker-dealers, investment advisers, hedge funds and mutual funds under the securities laws, including the Investment Company Act and the Investment Advisers Act.
As a result of starting his career as a staff attorney in the Office of the General Counsel of the Securities and Exchange Commission in Washington, D.C., Mr. Terry’s practice has always revolved around the securities laws, including various types of capital raising transactions, such as private equity and venture capital financings, accredited investor offerings and crowd fundings, as well as compliance with SEC and stock exchange disclosure requirements for publicly held companies. He is also called upon from time to time to help manage unusually difficult, and typically unanticipated, crisis situations for public and privately held businesses on short notice. He has advised companies and individuals on how to respond to a wide variety of such situations, including internal investigations, media scandals, SEC and other regulatory investigations, dissident shareholder actions, ownership disputes, management shakeups, restatements of audited financial statements, allegations of corporate misconduct, threatened loan foreclosures, disputes with or buyouts of current or former officers or directors, and various types of threatened litigation or regulatory action. He has also counseled clients on the intricacies of directors and officers insurance policies, including the negotiation of policy terms and claims made under such policies.
Mr. Terry has served on various boards and committees, including the Colorado Securities Commissioner’s Advisory Committee, the Business Law Council of the Colorado Bar Association, the Colorado Blue Sky Law Revision Committee, and the Economic Development and Small Business Councils of the Colorado Association of Commerce and Industry. He is also regularly involved in securities arbitrations and litigation and has served as an expert witness on various issues arising under state and federal securities laws.
Mr. Terry has been named in The Best Lawyers in America® since 2009, where he is currently listed in the practice areas of Corporate Law, Securities/Capital Markets Law, and Securities Regulation. He has also earned an AV Preeminent® Peer Review RatingTM from Martindale-Hubbell®.
Wayne State University, J.D., 1978
University of Michigan, A.B., 1975
AICPA CPA Insider Newsletter
Tonight Show host Jimmy Fallon often scripts tongue-in-cheek thank-you notes to wayward politicians and hapless celebrities whose peccadilloes make them easy targets. Last year, I produced a Late Show-style Top 10 list for CFOs. This year, with apologies to Fallon, I envision a few thank-you notes that might come from a CFO.
Please join DGS; Julie Lutz, SEC Regional Director; John Walsh, U.S. Attorney for the District of Colorado; Rebecca Franciscus, SEC Attorney Advisor; and your public company peers for our 8th annual event. Topics will include securities and other enforcement trends affecting public companies, an update on securities offering reform, and preparing for the 2014 proxy season.
AICPA Corporate Financial Insider Newsletter
CFOs understand the basic rules about raising money by selling stock or other equity securities to fund their businesses. They can do a private offering to a limited number of select investors, and maybe someday they can register a public offering with the SEC and sell stock to thousands of investors.
On July 10, 2013, the U.S. Securities and Exchange Commission ("SEC") fulfilled its Congressional mandate by adopting new rules that will dramatically affect the landscape for unregistered securities offerings in the United States. These new rules authorize the use of general advertising and general solicitation methods in accredited investor-only offerings under the newly amended Rule 506. Historically, securities offerings that were not registered with the SEC were uniformly described as "private offerings," because that was their common identifying feature – the securities could not be publicly offered. With the adoption of new Rule 506(c), that common understanding has been eliminated.
AICPA CPA Insider Newsletter
From late-night television to enticingly headlined blogs, it seems as if everybody has his or her own Top 10 list these days. CFOs should be no exception. With the first fiscal quarter behind us, we can, with some confidence, assemble a list of the top issues currently affecting CFOs. Such a list provides perspective for finance chiefs. It reassures some that their own issues are not unique, while alerting others to emerging problems.
Forty-five DGS attorneys were named Best Lawyers® by publisher Woodward/White, Inc. in its annual guide recognizing legal excellence.
Davis Graham & Stubbs LLP announced today that partner Lee Terry will be speaking at the AICPA's National CFO Conference in New Orleans, Louisiana. The event, being held May 17-18 at the historic Roosevelt Hotel, located just steps away from the French Quarter, will cover a number of key issues affecting Chief Financial Officers of private and public companies. Various experts will discuss industry changes and help attendees improve their risk management capabilities, leadership skills, and ability to make the best decisions for the future of their organizations.
You are the CFO of a midsize widget manufacturer in Cleveland, having a quiet Friday, thinking about your golf game this weekend when your phone rings. It is a member of your board of directors. A special board meeting is scheduled for tomorrow to discuss the removal of the CEO and the vice president of sales because of a Department of Justice price fixing investigation and, separately, a former secretary’s sexual harassment complaint. She tells you to be prepared to discuss the impact of any board action on the financial statements and bank covenants. What should you do?
Thirty-eight DGS attorneys, including nearly half of the firm’s partners, were named Best Lawyers® by publisher Woodward/White, Inc. in its annual guide to legal excellence. The 2012 edition of The Best Lawyers in America is based on a peer-review survey in which more than 39,000 leading attorneys comment on the legal abilities of other lawyers in their practice areas. Corporate Counsel magazine has called Best Lawyers® “the most respected referral list of attorneys in practice.”
On June 22, 2011, the U.S. Securities and Exchange Commission adopted certain final rules under the Investment Advisers Act of 1940 implementing Title IV of the Dodd-Frank Wall Street Reform and Consumer Protection Act. These final rules establish, among other things, statutory thresholds for registration of investment advisers, exemptions from registration, and reporting requirements for both registered investment advisers and those advisers exempt from registration.
On May 10, 2011, the SEC issued a proposed rule that, if adopted, would raise the performance fee eligibility thresholds of Rule 205-3 under the federal Investment Advisers Act of 1940 to $1 million in assets -under-management or $2 million in net worth. The proposed rule also would amend Rule 205-3 to specify the inflation index that will govern the inflation adjustments to these thresholds every five years. Comments on the proposed rule are due on or before July 11, 2011.
The inaugural, 2010 edition of the U.S. News - Best Lawyers® “Best Law Firms” Guide ranks Davis Graham & Stubbs LLP as a national leader in mining law and mutual funds law – and honors the LoDo-based firm with first-tier regional rankings in energy, natural resources, commercial litigation and several corporate law areas, including tax, securities, private equity and M&A. U.S. News & World Report published the results yesterday. The survey included responses from 9,514 corporate executives, in-house lawyers, marketing officers or private practice attorneys.
The newly announced, 2011 edition of the Best Lawyers in America ranks Davis Graham & Stubbs LLP first in Colorado-based law practices for corporate governance and compliance law, environmental law, mergers and acquisitions law, natural resources law, oil and gas law and securities law. This year Best Lawyers recognizes 36 DGS attorneys, including 13 who have been named to the list for at least 10 years. Nearly half (46 percent) of DGS partners are recognized in the definitive guide to legal excellence, in addition to several attorneys of counsel to the firm. Best Lawyers is a peer-review survey of more than 39,000 in-house counsels and private practice attorneys.
One provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act with immediate effectiveness is of special concern to businesses engaged in unregistered offerings of stock or other securities. Under the Dodd-Frank Act, for the 4-years beginning on the date of enactment, the net worth standard for determining whether a natural person is an "accredited investor" under SEC Regulation D has been locked in at $1,000,000, but now that standard excludes the value of the primary residence of such natural person. Previously the value of the primary residence was included in the $1,000,000 net worth test. The result is an increase in the minimum net worth requirement for the vast majority of prospective investors and the likely exclusion of many individuals previously eligible to purchase securities in offerings made to "accredited investors only" – the most common type of private placement.
The 2010 edition of the Best Lawyers in America ranks Davis Graham & Stubbs LLP first in Colorado-based attorneys practicing in the areas of commercial litigation, corporate governance and compliance law, environmental law, natural resources law, oil & gas law and securities law.
On August 8, 2006, the United States Securities and Exchange Commission (“SEC”) approved rule changes proposed by the American Stock Exchange (“AMEX”), the New York Stock Exchange (“NYSE”), and the NASDAQ Stock Market (“NASDAQ”) that require listed securities to be eligible to participate in the Direct Registration System (“DRS”). All securities initially listed on or after January 1, 2007 on AMEX, NASDAQ, or NYSE (each, an “Exchange” and collectively, the “Exchanges”) must be eligible for the DRS, except for securities of companies which already have securities listed on the same Exchange and securities of companies that transfer the listing of their shares from another registered U.S. securities exchange. On and after January 1, 2008, companies must comply with the DRS eligibility requirements for all of their securities listed on the Exchanges. To comply, companies may have to amend their bylaws by year end to remove provisions that mandate the issuance of paper certificates for all shares of stock. The new rules do not apply to non-equity securities which are book-entry only.
On August 8, 2006, the United States Securities and Exchange Commission (“SEC”) approved rule changes proposed by the American Stock Exchange (“AMEX”), the New York Stock Exchange (“NYSE”), and the NASDAQ Stock Market (“NASDAQ”) that require listed securities to be eligible to participate in the Direct Registration System (“DRS”).
New legislation passed by the Delaware General Assembly will change the notification and filing procedures for Delaware domestic corporation annual franchise tax reports. The notification process was changed as part of a plan to encourage, and then mandate, the electronic filing of annual reports.
On September 8, 2006, the Securities and Exchange Commission (“SEC”) released final rules regarding the disclosure of executive and director compensation, related party transactions, director independence, and various other corporate governance matters in proxy statements and other SEC filings (the “Compensation Rules”). This Client Alert is a reminder that, because the Compensation Rules include significant changes to the requirements of Form 8-K concerning disclosure of executive compensation, and those changes are effective for Form 8-K triggering events that occur on or after November 7, 2006, reporting companies need to carefully consider the effect of the changes on their current event reporting obligations. This following is a brief summary of the changes to Form 8-K made by the Compensation Rules, an analysis of their implementation, and some practical recommendations.
On June 30, 2003, the Securities and Exchange Commission (SEC) approved and declared immediately effective new rules adopted by the New York Stock Exchange (NYSE) and Nasdaq requiring shareholder approval of equity compensation plans, including stock option plans, and of repricings and material plan changes to such compensation plans. This Client Alert focuses on a somewhat overlooked, but very important consequence of these new rules – the end of NYSE broker “non-votes” for stock option and other equity compensation plans.
Disclosure and Corporate Governance Update
Since the collapse of Enron, WorldCom, Global Crossing and other high profile public companies over the past year, the American public has been barraged with news of shady off-balance sheet partnerships, dubious revenue enhancement schemes, document shredding by auditors, decimated 401(k) accounts, wildly excessive compensation and perquisites for CEOs and other officers, and disgraced executives exercising their Fifth Amendment privilege against self-incrimination (often foreshadowing a subsequent report of the same executives appearing in court in handcuffs).
With the stock market's downturn came a significant decrease in the likelihood of securing an underwritten initial public offering - the "exit strategy" of choice for entrepreneurs in search of a financial reward for their hard work. Even if the market rebounds, however, entrepreneurs who think that an IPO is the answer still may be frustrated; the numerous reforms being proposed in the wake of the Enron Corporation debacle may transform IPOs into a much less attractive choice.
Since the collapse of Enron, WorldCom, Global Crossing and other high profile public companies over the past year, the American public has been barraged with news of shady off-balance sheet partnerships, dubious revenue enhancement schemes, document shredding by auditors, decimated 401(k) accounts, wildly excessive compensation and perquisites for CEOs and other officers, and disgraced executives exercising their Fifth Amendment privilege against self-incrimination (often foreshadowing a subsequent report of the same executives appearing in court in handcuffs). Arthur Andersen has been tried and convicted of obstruction of justice for its role in the Enron scandal and is now widely expected to close its doors, having lost its ability to perform audit services. The predictable public outcry was for honest auditors, diligent boards of directors and audit committees, and swift punishment for greedy executives and their cohorts. The response from President Bush, Congress, the Securities and Exchange Commission and innumerable academic, political and legal commentators was a demand for increased government regulation of publicly held companies and their auditors in order to restore public confidence in the financial statements they produce for public consumption.