CORPORATE LAW
- OVERVIEW
- EXPERIENCE
- INSIGHTS
- NEWS & EVENTS
- PROFESSIONALS
CONTACT
- David Kaufman
- 312 580 2342 312 580 2342 direct | Email
- Michele Kloeppel
- 314 552 6170 314 552 6170 direct | Email
- Fred Strasheim
- 314 552 6006 314 552 6006 direct | Email
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RELATED PRACTICES
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RELATED INDUSTRIES
We advise individuals, corporations, limited liability companies, partnerships and other business entities on the issues that affect their day-to-day operations as well as on the extraordinary events that can have significant repercussions for their businesses. We assist these individuals and businesses with all types of business agreements, contracts, transactions and issues, drawing on our broad knowledge and experience.
Our role as legal counselors covers many areas. We frequently attend our clients’ board of directors, shareholders and members meetings. We also routinely structure and organize business entities of all types, including corporations, limited liability companies, limited partnerships and general partnerships, and prepare the appropriate organizational documents. We counsel our clients regarding separation of the business entity from their personal finances.
We have extensive experience in preparing and reviewing a wide variety of agreements. We frequently assist our clients with the design and drafting of their standard business agreements, such as purchase order terms and conditions, supplier and distribution agreements, employment agreements, and non-competition and non-disclosure agreements.
Because we work closely with our clients, naturally we come to learn many aspects of our clients’ businesses and operations. Often we are able to identify situations or operational practices that must be addressed before the client incurs any legal liability, thereby helping the client avoid the potentially costly consequences. We frequently identify issues in our client’s operations that can be resolved with the help of other attorneys at the firm, such as our employment, tax, employee benefits or intellectual property practice groups.
Case Studies
Publications
Federal Court in Texas Blocks Implementation of the Corporate Transparency Act
Lessons from Recent Decisions on Earnout Disputes
Corporate Transparency Act Reporting is a Reality
Significant Changes to Hart-Scott-Rodino Premerger Filing Requirements: What Businesses Need to Know
Making Your First Acquisition? Five Keys to Success
Community Property and the Corporate Transparency Act
Long-Awaited SEC Climate Disclosure Rule Draws Legal Challenges Across the Ideological Spectrum
Looking at CTA Filing Triggers? Don’t Forget the Impact of State Law!
Using Pass-Through Entity Tax Benefits in M&A transactions
Corporate Transparency Act: Steps to File an Initial BOIR
After Federal District Court Declares Corporate Transparency Act Unconstitutional, FinCEN Responds
Unlocking the Code to a Successful Acquisition of AI Technology
Understanding Universal Proxy Rules and Navigating Increased Shareholder Activism
The Evolving Private Equity Landscape: 2023 in Perspective and Looking Ahead to 2024
Far-Reaching Federal Corporate Transparency Act to Become Effective January 1, 2024
SEC's Recent Rule Changes for Private Fund Advisers: What You Need to Know
The New Sell-Side Playbook: Going on Offense
SEC adopts new executive clawback requirements for erroneously awarded compensation
Three red flags for sellers in M&A transactions
SEC urges SPACs to include disclosures of conflicts of interest
Key considerations for target companies in a SPAC merger
IRS clarifies employee retention tax credit rules for Q1 and Q2 of 2021
SEC emphasizes ESG by establishing new website and taking public comments on climate disclosure
IRS extends filing and payment deadline for individual taxpayers
IRS clarifies legislative changes to the employee retention tax credit
SEC updates 10-K and 10-Q disclosure requirements – Regulation S-K Items 101, 103 and 105
SEC Tightens Requirements for Shareholder Proposal Rule 14a-8
Diversity-related derivative actions are on the rise, and Corporate America is on edge
Top ten issues to negotiate in an M&A engagement letter during an economic downturn
IRS issues guidance clarifying President Trump’s payroll tax deferral
SEC takes significant action, expands definition of 'accredited investor'
Are smart contracts smart enough? COVID-19, force majeure, blockchain and oracles
How to use earnouts in M&A transactions during COVID-19
Ten due diligence keys to unlock value from your SaaS contract
Effect of “forgiven” PPP loan on the deductibility of covered expenses
Practical methods to assure payment and increase collection of accounts receivable during COVID-19
Business tips during the Coronavirus outbreak
10 best practices to keep your business healthy during the Coronavirus outbreak
Utilizing profits interests as equity incentive compensation
Buying and selling a business: Disclosure schedules and why they matter
Three key elements of good corporate governance
Don’t get caught overlooking boilerplate clauses in commercial contracts
What you should do when PE firm offers to buy your business: Part 3
Three key considerations when forming a nonprofit corporation in Missouri
What you should do when PE firm offers to buy your business: Part 2
What you should do when PE firm offers to buy your business: Part 1
Proposed changes to Regulation S-K impacting disclosures
Why service level agreements are key for provider longevity and customer satisfaction
SEC adopts new procedure for confidential treatment requests and extensions
Remember to update your Form 8-K, Form 10-Q, and Form 10-K cover pages
Not so fast on your $87 million transaction: FTC increases advance notice threshold under HSR
SEC denies applications for ETFs: Will traditional Wall Street banks step in?
Beware the tail of the dog: 5 tips in dealing with employee benefits in mergers and acquisitions
5 tips for environmental due diligence in business transactions
Is venture debt right for your start-up or growth-stage company?
Private equity’s top ten issues for the next president
U.K. now requires supply chain transparency on human trafficking risks
Key considerations for representation and warranty insurance
Doing business in California or the UK? You may be required to be a watchdog for human trafficking
Technology companies: Are your employment policies due for a reboot?
Protecting the identity of your LLC members, LP partners in litigation, Part I: Motions to remand
NLRB posting requirement struck down by court; federal contractors still on the hook
TCLE
Postsecondary Institutions: Business Considerations
Dealing with Vendors and Data Security
You Don’t Know What You’re Missing: Motivating Performance Through Service Level Agreements
Dealing with Financially Troubled Customers Outside and Inside of Bankruptcy
Jumpstart Our Business Startups Act (JOBS Act)
Current Issues in M&A Law and Practice
Blog Posts
CCPA: The next horizon for M&A deals in California and beyond
What’s new for medical cannabis facilities after the Cannabis Regulation and Tax Act
Mergers and acquisitions in higher education: Considering the letter of intent
Making sense of California’s ban on industrial hemp in food products
Home Depot directors prevail in cybersecurity liability claim
Cybersecurity liability: Delaware has good news for directors
News
Jennifer Post Honored as 2024 Top Woman Lawyer
Jennifer Post Named to Los Angeles Business Journal's LA500 for 2024
TC Attorneys Cover SEC Climate Rule’s Unique Legal Hurdles for Law360
Michael Rosenblum Discusses Tax Implications for Cannabis Move to Schedule III
Michael Rosenblum Discusses Cannabis Net Lease Risk to Landlords
Michael Rosenblum Named to Top 100 Lawyers of Los Angeles for 2024
Michele Kloeppel, Fred Strasheim Named to M&A POWER List
Journal Publishes SEC Rules Update by David Kaufman, Nabil Al-Khaled
David Kaufman, Nathan Viehl Discuss Reddit’s Initial Stock Performance
Ruthanne Hammett Named as Leading Woman in Secured Finance
Nathan Viehl Discusses Expected Increase of Software Services Private Equity Deals
David Kaufman Explores the State of College Athletics Amid Changing NIL Landscape
Dallas Associate Jerica Steward Selected for U.S. Bank Spotlight on Talent Program
Michele Kloeppel Recognized in 2024 Most Influential Women in Mid-Market M&A
David Kaufman and Nathan Viehl Discuss Key Factors for Sellers’ Focus in M&A Transactions
Nathan Viehl Discusses Potential Regulatory Risks for Private Equity Firms
Kayla Siam Honored with Atlas Award from Leadership Council on Legal Diversity
Jennifer Post Discusses Strength of Firm Culture with OurWeekly LA
David Kaufman Discusses Reasons Behind Stock Drops in Fashion IPO Market
David Kaufman and Nathan Viehl Discuss Tips on Leverage When Selling Your Business
Partner Susan Fisher Named a Top 50 Attorney of Dallas by Attorney Intel
Jennifer Post authors Law360 article on venture lending as a solution to down equity markets
Evan Goldfarb Named a 2023 Women, Influence and Power in Law Award Winner
Post Included in Los Angeles Business Journal’s LA500 for 2023
As corporate bankruptcies escalate, look to Thompson Coburn’s Trade Creditor Manual for guidance
Kayla Siam selected as 2023 College of Business Alumni Hall of Achievement Inductee
The American Lawyer turns to Michele Kloeppel for insights on navigating the corporate law landscape
Thompson Coburn attorneys recognized in 2022 Chambers USA
Corporate and securities partner Susan Fisher joins Thompson Coburn in Dallas
Jennifer Post honored among 2021 influential women attorneys in Los Angeles
Congratulations to the new Thompson Coburn partners for 2021
Brent Trame named a 2020 BTI Client Service All-Star
Congratulations to our 2021 Best Lawyers ‘Lawyers of the Year’ and ‘Ones to Watch’
Tom Minogue to receive ICON Award from Missouri Lawyers Media
Thompson Coburn attorneys recognized in 2020 Chambers USA
Jennifer Post included in ‘Top Minority Attorneys in Los Angeles’ list for 2020
Congratulations to our 14 ‘Lawyers of the Year’ for 2020
17 Thompson Coburn attorneys recognized in 2019 Chambers USA
Thompson Coburn announces leadership Succession Plan
Jennifer Post named to LA500 for 2019
Jennifer Post named among the ‘Most Influential Minority Attorneys in Los Angeles’ for 2019
Thompson Coburn supports agricultural growth through the Center for Soybean Innovation
Thompson Coburn Management Committee welcomes Jennifer Post
Thompson Coburn earns 11 national top-tier rankings in U.S. News 2019 ‘Best Law Firms’ survey
Congratulations to our 14 ‘Lawyers of the Year’ for 2019
Barry Klinckhardt, Susan Myers among 2018 Corporate Counsel Award winners
Helen B. Kim, Jennifer Post named Most Influential Women Lawyers in LA for 2018
Helen B. Kim, Jennifer Post named among the ‘Most Influential Minority Attorneys in Los Angeles’
Thompson Coburn earns 12 national top-tier rankings in U.S. News ‘Best Law Firms’ survey
Emily Wang Murphy named as co-chair of 28th Annual Lawyers Have Heart
Thompson Coburn congratulates Bob Chapman of Barry-Wehmiller on best CEO honor
Thompson Coburn named among top 30 law firms for client service
Emily Wang Murphy appointed to Lawyers Have Heart board
Thompson Coburn earns 11 national top-tier rankings in U.S. News ‘Best Law Firms’ survey
Two Thompson Coburn attorneys tapped for St. Louis Magazine’s 2016 ‘Power List’
Congratulations to our 2017 ‘Lawyers of the Year’
Congratulations to the new Thompson Coburn partners for 2016
Thompson Coburn assists with merger of St. Louis Minority Business Council, Regional Chamber
25 Thompson Coburn attorneys recognized in 2015 Chambers USA
Tom Minogue named chair of University of Missouri-St. Louis board
Los Angeles litigator, business advisor Rich Reinis joins Thompson Coburn
Thompson Coburn earns eight national top-tier rankings in U.S. News ‘Best Law Firms’ survey
Thompson Coburn leads deal that brought One Direction to Edward Jones Dome
Sixth Circuit rules cows can be leased
Fred Strasheim featured in Law360 ‘Dealmakers’ series
27 Thompson Coburn attorneys recognized in 2014 Chambers USA
Read Tom Minogue’s remarks from the Top 150 Privately Held Companies Dinner
Kevin Young joins Thompson Coburn's corporate practice in Chicago
Claire Schenk to speak at 10th Annual ABA National Institute on False Claims Act
U.S. Supreme Court unanimously sides with position of Thompson Coburn airline client
Higher education attorney Aaron D. Lacey joins Thompson Coburn
Thompson Coburn earns six national top-tier rankings in U.S. News ‘Best Law Firms’ survey
Webinar will review attorney client privilege for in-house counsel
Tom Minogue accepts pro bono award from LSEM, surprises the crowd
Rob Lang publishes e-book on corporate governance litigation
19 Thompson Coburn partners named 2013 St. Louis Lawyers of the Year
Tom Minogue represents the University of Missouri-St. Louis in 50th anniversary ad campaign
Thompson Coburn partner Tom Litz receives national honor for client service
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Associate
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St. Louis
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Nabil assists clients in a broad range of corporate and securities areas, including mergers, acquisitions, and capital markets. Nabil assists clients in a broad range of corporate and securities areas, i... |
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Partner
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New York
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John draws on his more than 30 years of litigation experience to represent a wide variety of clients in federal and state trial and appellate courts. John draws on his more than 30 years of litigation experience to represent ... |
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Partner
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St. Louis
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Mariquita is an experienced and results-driven M&A and tax attorney who negotiates and closes complex transactions. Mariquita is an experienced and results-driven M&A and tax attorney who... |
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Partner
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St. Louis
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Cathy focuses her practice on employee benefits, taxation and closely-held businesses. Cathy focuses her practice on employee benefits, taxation and closely-held ... |
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Associate
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St. Louis
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Allyson is an associate in the Firm's Corporate and Securities Group. Allyson is an associate in the Firm's Corporate and Securities Group. |
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Associate
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St. Louis
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Jesse represents and leads clients through sophisticated mergers and acquisitions, equity financing transactions, and securities offerings. Jesse represents and leads clients through sophisticated mergers and acquis... |
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Senior Counsel
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St. Louis
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Chip's practice focuses on the representation of individuals, universities, and national and international companies in commercial transactions and counseling involving t... Chip's practice focuses on the representation of individuals, universities,... |
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Partner
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Chicago
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Barry serves as an advisor to publicly held and private companies as well as individuals involved in all types of complex transactions. Barry serves as an advisor to publicly held and private companies as well a... |
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Partner
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Dallas
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Susan is a versatile corporate attorney who represents public and private companies, portfolio companies, private equity funds, and individual and institutional investors... Susan is a versatile corporate attorney who represents public and private c... |
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Senior Counsel
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St. Louis
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Jim serves as a key advisor to regional medical groups on the full spectrum of business and regulatory issues they encounter while providing medical services. Jim serves as a key advisor to regional medical groups on the full spectrum... |
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Partner
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St. Louis
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For more than 30 years, Evan has served as a trusted advisor to hospitals, health care systems, long-term care facilities, health plans, physicians, and other businesses ... For more than 30 years, Evan has served as a trusted advisor to hospitals, ... |
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Partner
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Washington, D.C.
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A former deputy general counsel for a private university, Scott understands the unique challenges that our higher education clients face and how to best help them achieve... A former deputy general counsel for a private university, Scott understands... |
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Partner
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New York
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Don represents clients in mergers and acquisitions, business organization, and general corporate matters. Don represents clients in mergers and acquisitions, business organization, ... |
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Partner
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Chicago
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Matt draws on his wide-ranging corporate law background to guide entrepreneurs toward growth and success at each stage of their business. Matt draws on his wide-ranging corporate law background to guide entreprene... |
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Partner
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St. Louis
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Ron Haglof's practice with the firm includes substantial experience in privately negotiated acquisitions and dispositions of businesses, including transactions requiring ... Ron Haglof's practice with the firm includes substantial experience in priv... |
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Partner
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Chicago
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Ruthanne represents parties in complex commercial transactions, providing responsive advice on a variety of finance and sales matters. Ruthanne represents parties in complex commercial transactions, providing r... |
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Partner
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St. Louis
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Julie represents clients in mergers and acquisitions and sophisticated securities offerings, and offers advice on a wide range of corporate matters. Julie represents clients in mergers and acquisitions and sophisticated secu... |
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Associate
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St. Louis
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John is an associate in the Firm's Corporate and Securities group. John is an associate in the Firm's Corporate and Securities group. |
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Senior Counsel
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Washington, D.C.
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Benjamin is a corporate advisor and business strategist for a wide variety of privately-held businesses, manufacturers, financial institutions, and nonprofits. Benjamin is a corporate advisor and business strategist for a wide variety ... |
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Partner
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New York
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James serves as legal adviser to investors, entrepreneurs, investment advisers and investment bankers as they fund or invest in new companies, grow established private co... James serves as legal adviser to investors, entrepreneurs, investment advis... |
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Partner
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Los Angeles
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Jon represents mid-sized, closely held businesses and their owners in a variety of industries, including manufacturing, distribution, retail sales and professional servic... Jon represents mid-sized, closely held businesses and their owners in a var... |
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Partner
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Chicago
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David is Co-Chair of the Firm's national Corporate and Securities Practice Group. David is Co-Chair of the Firm's national Corporate and Securities Practice ... |
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Associate
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St. Louis
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Haley supports a wide variety of clients with corporate and securities matters and financings. Haley supports a wide variety of clients with corporate and securities matt... |
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Partner
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St. Louis
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Michele is Co-Chair of the Firm's Corporate and Securities Practice Group and serves on the Firm's Management Committee. Michele is Co-Chair of the Firm's Corporate and Securities Practice Group a... |
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Associate
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Chicago
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Suzanne is an associate in the Firm's Corporate practice. Suzanne is an associate in the Firm's Corporate practice. |
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Partner
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St. Louis
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The Chair of Thompson Coburn's Higher Education Practice, Aaron assists institutions to navigate a wide range of complex legal and regulatory matters. The Chair of Thompson Coburn's Higher Education Practice, Aaron assists ins... |
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Partner
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St. Louis
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Sarah advises corporate clients on mergers and acquisitions, securities law compliance, corporate governance and general business counseling. Sarah advises corporate clients on mergers and acquisitions, securities law... |
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Partner
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St. Louis
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Mike focuses his legal practice on public finance, corporate law, business transactions, governmental and nonprofit law. Mike focuses his legal practice on public finance, corporate law, business ... |
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Partner
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St. Louis
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Tom is Co-Chair of Thompson Coburn LLP's Corporate Department. Tom is Co-Chair of Thompson Coburn LLP's Corporate Department. |
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Partner
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New York
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Steve represents financial institutions, businesses and constituencies in major commercial disputes, with a particular focus in lender liability cases, fraud-based invest... Steve represents financial institutions, businesses and constituencies in m... |
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Partner
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St. Louis
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Greg represents clients in mergers and acquisitions and sophisticated securities offerings, and offers advice on the wide range of regulatory and compliance issues affect... Greg represents clients in mergers and acquisitions and sophisticated secur... |
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Senior Counsel
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St. Louis
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Tom is the former Chair of Thompson Coburn, where for 20 years he led the Firm through a period of growth and nationwide expansion. Tom is the former Chair of Thompson Coburn, where for 20 years he led the F... |
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Partner
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Chicago
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Matthew represents public and private companies across the country on a wide range of corporate matters while providing comprehensive advice on corporate and business iss... Matthew represents public and private companies across the country on a wid... |
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Partner
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Washington, D.C.
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Clients have consistently praised Emily for her "practical, common sense solutions" and "natural instincts" for deal flow. Clients have consistently praised Emily for her "practical, common sense so... |
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Partner
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New York
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Consistently recognized for his dynamic, passionate, and resolute approach, Zachary delivers practical, tactical, and experienced advice to a diverse clientele that inclu... Consistently recognized for his dynamic, passionate, and resolute approach,... |
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Partner
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St. Louis
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Greg counsels entrepreneurs, investment advisors and major institutional investors on a wide range of securities offerings and transactions while providing comprehensive ... Greg counsels entrepreneurs, investment advisors and major institutional in... |
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Partner
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Los Angeles
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Jennifer serves as primary outside counsel to entrepreneurs, venture capital funds and operating companies with an emphasis on transactional and finance matters. Jennifer serves as primary outside counsel to entrepreneurs, venture capita... |
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Senior Counsel
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Chicago
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Backed by a 30-plus-year career on the legal and regulatory side of financial markets, Rick is an insightful advisor to trading firms, brokerage firms, trade execution fi... Backed by a 30-plus-year career on the legal and regulatory side of financi... |
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Partner
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St. Louis
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Chris is a valued strategic partner to emerging companies and the institutions and individuals that invest in them. Chris is a valued strategic partner to emerging companies and the instituti... |
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Counsel
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Los Angeles
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Eileen is a seasoned corporate and securities attorney with extensive involvement with public company legal compliance, disclosure, governance, financings, and acquisitiv... Eileen is a seasoned corporate and securities attorney with extensive invol... |
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Partner
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Los Angeles
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Michael is a partner in Thompson Coburn’s Corporate and Securities group and is co-chair of the firm’s Cannabis Practice. Michael is a partner in Thompson Coburn’s Corporate and Securities group an... |
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Associate
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Los Angeles
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Monica assists clients in a wide range of corporate and securities matters, as well as banking and commercial financing matters. Monica assists clients in a wide range of corporate and securities matters,... |
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Associate
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Chicago
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Kayla brings a keen insight to assess corporate transactions from an analytical and economic perspective. Kayla brings a keen insight to assess corporate transactions from an analyt... |
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Associate
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Dallas
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Jerica is an associate in the Firm's Corporate & Securities and Public Finance practices, assisting clients across a range of corporate transaction and public finance... Jerica is an associate in the Firm's Corporate & Securities and Public ... |
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Partner
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Washington, D.C.
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Ray is a member of the Corporate and Securities, Government Contracts and Tax practice groups. Ray is a member of the Corporate and Securities, Government Contracts and T... |
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Partner
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St. Louis
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Nationally recognized for his M&A transactional experience, Fred is Co-Chair of the Firm's Corporate and Securities Practice Group. Nationally recognized for his M&A transactional experience, Fred is Co-... |
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Partner
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St. Louis
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Brent helps his clients navigate the complexities of mergers, acquisitions, financings, and other significant corporate transactions from initial negotiation through exec... Brent helps his clients navigate the complexities of mergers, acquisitions,... |
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Counsel
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Los Angeles
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An attorney in the firm's corporate practice, Gia regularly advises clients on mergers and acquisitions, securities law compliance, corporate governance and general busin... An attorney in the firm's corporate practice, Gia regularly advises clients... |
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Associate
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St. Louis
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Bill is an associate in the Firm's corporate and securities practice group. Bill is an associate in the Firm's corporate and securities practice group.... |
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Partner
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Chicago
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Nathan advises both buyers and sellers in a range of sophisticated M&A transactions, including private equity and strategic acquisitions, divestitures, and leveraged ... Nathan advises both buyers and sellers in a range of sophisticated M&A ... |
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Partner
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St. Louis
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In August 2024, Bob Wallace began an appointment as interim president of Explore St. In August 2024, Bob Wallace began an appointment as interim presid... |
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Associate
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Washington, D.C.
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Throughout her career, Hope has always found ways to help public institutions achieve their goals. Throughout her career, Hope has always found ways to help public institutio... |
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Partner
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Los Angeles
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Barry serves as a corporate strategist and outside general counsel to small- to mid-sized companies, as well as their principals, in a variety of industries. Barry serves as a corporate strategist and outside general counsel to small... |
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Counsel
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Washington, D.C.
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Katie handles a wide variety of regulatory and transactional work for the nonprofit and for-profit higher education sector, including online education programs, and has e... Katie handles a wide variety of regulatory and transactional work for the n... |
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Partner
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Chicago |
Los Angeles |
Described by one client as a highly effective "legal quarterback," Kevin handles a wide range of transactional and governance matters for corporate clients and financial ... Described by one client as a highly effective "legal quarterback," Kevin ha... |
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