name

Steven Haas

Partner
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Hunton Andrews Kurth LLP

Virginia, USA
    Local Time: Saturday 14:17

Practice Expertise

  • Capital Markets and Securities
  • Corporate Governance
  • Corporate Governance and Board Advisory
  • Corporate

Areas of Practice

  • Capital Markets and Securities
  • Corporate
  • Corporate Governance
  • Corporate Governance and Board Advisory
  • Crisis Management
  • Environmental Sustainability and Corporate ...
  • Global Economic Development, Commerce and ...
  • Global Economic Development, Commerce, and ...
  • Mergers and Acquisitions
  • View More

Profile

Steven’s practice focuses on mergers and acquisitions, corporate law and corporate governance.

Steven is co-head of the firm’s mergers and acquisitions team. He represents clients on a wide variety of M&A transactions, including change-of-control transactions, public company sales, strategic acquisitions and divestitures. He also regularly advises companies and boards of directors in connection with corporate governance, shareholder activism and other fiduciary duty matters.

Steven has been recognized nationally for his M&A and corporate governance practices. He is a fellow in the American College of Governance Counsel, elected to the American Law Institute and was named as a Leading Lawyer for Mergers & Acquisitions (USA) by IFLR 1000. In 2015, Law360 named him an M&A “Rising Star.” In 2013, he was named to the “40 under 40” list of legal counsel by The M&A Advisor. He was also named a “Rising Star of Corporate Governance” by the Millstein Center for Global Markets and Corporate Ownership at Columbia Law School.

Steven is the co-editor and contributing author of Corporate Governance: Law and Practice (LexisNexis), which is a two-volume/16-chapter treatise. He is also the co-author of Goolsby & Haas on Virginia Corporations (5th edition 2014, LexisNexis), which is the definitive guide to Virginia corporation law. He is also the co-drafter of the Virginia Stock Corporation Act.

In addition, Steven has authored more than 40 articles that have appeared in legal and business publications such as The M&A Lawyer, Deal Lawyers, Corporate Governance Advisor, The Business Lawyer, and Delaware Law Review, among others. Several of his articles have been cited by the Delaware Court of Chancery and the Delaware Supreme Court. Steven contributes to the blogs Harvard Law School Forum on Corporate Governance and Financial Regulation and Deal Lawyers.com

Steven is an appointed member of the Committee on Corporate Laws of the Business Law Section of the American Bar Association. This committee has jurisdiction over the Model Business Corporation Act, which is followed in whole or in part by a majority of states. He previously served as chairman of the ABA Corporate Governance Subcommittee on Current Developments and Emerging Issues. In addition, he is an adjunct professor of law at the University of Richmond School of Law, where he has taught a course on mergers and acquisitions, and been a guest lecturer at the University of Virginia School of Law.

Relevant Experience

  • Represented Industrial Logistics Properties Trust in its $4 billion acquisition of Monmouth Real Estate Investment Corporation
  • Represented Fortress Investment Group in its acquisition of J. Alexander’s Holdings, a publicly traded restaurant company
  • Represented Capstead Mortgage in its $1 billion merger with Benefit Street Partners Realty Trust, Inc.
  • Represented Sonesta International Hotels Corporation in its acquisition of Red Lion Hotels Corporation, a publicly traded hotel franchisor
  • Represented New Lake Capital Partners in its merger with Green Acreage Real Estate Corp. to create a sector-leading industrial REIT
  • Represented GAINSCO in its sale to State Farm Mutual Automobile Insurance Company
  • Represented Cyrq Energy, a private equity portfolio company, in its sale to Macquarie Infrastructure and Real Assets
  • Represented a special committee of independent directors in connection with a sale to a SPAC
  • Represented Hospitality Properties Trust in its $2.4 billion acquisition of substantially all of the assets of Spirit MTA REIT
  • Represented Duke Energy in the sale of a minority interest in a $1 billion renewable energy portfolio
  • Represented the Special Committee of Liberty Tax, Inc., in connection with a recapitalization led by a private equity fund
  • Represented Pebblebrook Hotel Trust in its successful $5.6 billion unsolicited takeover of LaSalle Hotel Properties
  • Represented the special committee of a public company in negotiating strategic alternatives with the company’s controlling stockholder
  • Represented Darden Restaurants in its $780 million acquisition of Cheddar’s Scratch Kitchen Restaurants
  • Represented Raytheon Company, a leading defense contractor, in numerous acquisitions of other defense and cyber security companies, including in its $500 million all-cash tender offer to acquire Applied Signal Technology, a NASDAQ-listed defense company
  • Represented Bank of the Cascades in its cash/stock merger with First Interstate BancSystem, Inc.
  • Represented a custodian appointed by the Delaware Court of Chancery to sell Supreme Oil Company, Incorporated, to Stratas Foods LLC
  • Represented ShenTel, a telecommunications services company, in its $800 million acquisition of NTELOS Holdings Corp., a publicly-traded wireless phone service provider, and in various related transactions with Sprint
  • Represented The Hershey Company in its acquisition of the barkTHINs chocolate brand
  • Represented the independent directors of Cleco Corporation, an NYSE-listed utility company, in its $4.7 billion sale to a consortium of investors led by Macquarie Infrastructure and Real Assets and British Columbia Investment Management Corporation
  • Represented Stock Building Supply Holdings, Inc. in its $1.5 billion strategic stock-for-stock merger with Building Materials Holding Corporation to create one of the country’s largest lumber and building material supply companies
  • Represented Kraft Foods Group, Inc. in its $46 billion merger with H.J. Heinz Co.
  • Represented Wilshire Bank in its strategic merger with BBCN Bancorp Inc.
  • Represented Cascade Bancorp in its successful go-shop topping bid to acquire Home Federal Bancorp, Inc., a NASDAQ-listed bank
  • Represented Seamobile, Inc./MTN Communications, a venture capital-backed telecommunications company, in connection with its sale to Emerging Markets Communications
  • Submitted an amicus brief to the U.S. Court of Appeals for the Second Circuit in Trinity v. Wal-Mart with respect to shareholder proposals submitted under Rule 14a-8, which brief was cited by the court
  • Represented numerous companies and REITs in responding to activist hedge funds
  • Represented CapLease, Inc. in its $2.2 billion sale to American Realty Capital Properties, Inc. and related “go-shop” sale process
  • Represented the special committee of Colonial Properties Trust (NYSE) in its $8.3 billion stock-for-stock merger with MAA/Mid-America Apartments
  • Represented Darden Restaurants in its acquisition of Yard House USA, Inc., an innovative restaurant business
  • Represented Progress Energy in its $30 billion modified merger-of-equals with Duke Energy to create the country's largest regulated utility
  • Advised several private equity firms and their portfolio company on numerous acquisitions, including the $560 million acquisition of a NASDAQ company
  • Advised a NASDAQ company and its special committee in an all-cash sale to a foreign acquiror
  • Represented a controlling stockholder in a $1.2 billion sale of its controlled public company to a pharmaceutical company
  • Represented AmeriCredit Corp. in its $3.5 billion all-cash sale to General Motors
  • Represented a Fortune 50 company in its $11.7 billion acquisition of public consumer products company
  • Represented a target company board of directors in a merger involving a “go-shop” provision leading to a favorable reported decision in the Delaware Court of Chancery
  • Assisted in the representation of the former directors and officers of an insurance company leading to first-impression decisions in the Delaware Supreme Court and Delaware Court of Chancery rejecting the doctrine of “deepening insolvency” as a theory of director liability
  • Represented a private equity fund in a transaction dispute resulting in a landmark decision by the Delaware Court of Chancery in ABRY Partners V, L.P. v. F&W Acquisition, LLC

Bar Admissions

  • Delaware
  • District of Columbia
  • Virginia

Education
BA, Hampden-Sydney College, 1999

Areas of Practice

  • Capital Markets and Securities
  • Corporate
  • Corporate Governance
  • Corporate Governance and Board Advisory
  • Crisis Management
  • Environmental Sustainability and Corporate Social Responsibility
  • Global Economic Development, Commerce and Government Relations Group
  • Global Economic Development, Commerce, and Government Relations Group
  • Mergers and Acquisitions

Professional Career

Significant Accomplishments
  • Represented Cascade Bancorp in its successful topping bid to acquire Home Federal Bancorp, Inc., a NASDAQ-listed bank.
  • Represented CapLease, Inc. in its $2.2 billion sale to American Realty Capital Properties, Inc. and related “go-shop” sale process.
  • Represented the special committee of an NYSE-listed REIT in an $8.3 billion stock-for-stock merger.
  • Represented a Fortune 500 company in its $600 million acquisition of an innovative restaurant business from a private equity sponsor.
  • Represented Progress Energy in its $30 billion modified merger-of-equals with Duke Energy to create the country's largest regulated utility.
  • Advised several private equity firms and their portfolio company on numerous acquisitions, including the $560 million acquisition of a NASDAQ company.
  • Advised a NASDAQ company and its special committee in an all-cash sale to a foreign acquiror.
  • Represented a Fortune 100 company in its $500 million all-cash tender offer to acquire a NASDAQ company.
  • Represented a controlling stockholder in a $1.2 billion sale of a controlled public company to a pharmaceutical company.
  • Represented AmeriCredit Corp. in its $3.5 billion all-cash sale to General Motors.
  • Represented a Fortune 50 company in its $11.7 billion acquisition of public consumer products company.
  • Represented a target company board of directors in a merger involving a “go-shop” provision leading to a favorable reported decision in the Delaware Court of Chancery.
  • Assisted in the representation of an NYSE-listed company in its $1.25 billion stock-for-stock merger with a NASDAQ-listed company.
  • Assisted in the representation of an NYSE-listed company in its successful defense to an unsolicited hostile tender offer and consent solicitation.
  • Assisted in the representation of the former directors and officers of an insurance company leading to first-impression decisions in the Delaware Supreme Court and Delaware Court of Chancery rejecting the doctrine of “deepening insolvency” as a theory of director liability.
  • Represented a private equity fund in a transaction dispute resulting in a landmark decision by the Delaware Court of Chancery in ABRY Partners V, L.P. v. F&W Acquisition, LLC.


Professional Associations
  • Member, ABA Committee on Corporate Laws
  • Former Chairman, ABA Corporate Governance Subcommittee on Current Developments and Emerging Issues
  • Business Law Section Council – Virginia Bar Association

Professional Activities and Experience
  • Fellow, American College of Governance Counsel
  • Named among Law360 M&A Rising Stars, 2015
  • Recipient, “40 Under 40” Award, The M&A Advisor, 2013
  • Named a “Rising Star of Corporate Governance,” Millstein Center for Global Markets and Corporate Ownership at Columbia Law School, 2013
  • Named to Who’s Who: M&A and Governance
  • Named among the Legal Elite for Business Law, Virginia Business magazine, 2017. A description of the selection methodology can be found on Virginia Business’s webpage.
  • Selected as a Rising Star for Mergers & Acquisitions, Virginia Super Lawyers magazine, 2009-2017. A description of the selection methodology can be found on Super Lawyers’ webpage.
  • Recipient, M&A Advisor, Financials Deal of the Year, 2017
  • Recipient, M&A Atlas Award “USA Deal of the Year – $500-750 Million Markets,” 2016
  • Recipient, M&A Atlas Award “Corporate Deal of the Year – Middle Market,” 2014
  • Recipient, M&A Atlas Award “Corporate M&A Deal of the Year” ($10 billion plus), 2012
  • Recipient, M&A Atlas Award “Corporate M&A Deal of the Year – Large Middle Markets,” 2012
  • Recipient, M&A Atlas Award “North American Deal of the Year – Middle Markets,” 2011
  • Recipient, M&A Atlas Award “North American Deal of the Year” ($1 billion to $5 billion), 2011
  • Recipient, M&A Atlas Award “Consumer Goods and Services Deal of the Year,” 2010

Articles

Additional Articles
  • Dissident Uses Disclosure Litigation as an Offensive Tactic in Proxy Contest, Harvard Law School Forum on Corporate Governance and Regulation
  • Executive Compensation Decisions and the Delaware Courts: The Latest Word, Insights
  • Do You Know Who Your Corporate Officers Are? An Overlooked Issue That Can Have Serious Consequences, D&O Diary
  • What’s the Deal with Nonvoting Shares? An Overview of the Legal Differences Between Voting and Nonvoting Stock, Insights
  • Delaware Suit Brings Lessons for Externally Managed REITs, Law360
  • Advance Notice Bylaw Upheld, Insights
  • Board Oversight of Privacy and Cybersecurity Risk: Why Delaware Developments Matter, The Computer & Internet Lawyer
  • Judicial Scrutiny of Deal Protection Measures, M&A Lawyer
  • Private Ordering for Proxy Access: What's Next?, Corporate Governance Advisor
  • Corporate Governance: Law and Practice, LexisNexis
  • New Guidelines for Private-Equity Auctions, Insights
  • Case Study: In Re Compellent Technologies, Law360
  • Commonwealth Continues Tradition as ‘Model Act State’: The 2019 Revision to the Virginia Stock Corporation Act, VBA Journal
  • Limiting Change of Merger Recommendations to "Intervening Events," M&A Lawyer
  • "Don’t Ask/Don’t Waive" Standstill Agreements Under Attack, Insights
  • California Court Enforces Delaware Forum Selection Bylaw, Insights
  • Compliance Failures and the Resulting Risks For Directors, Law360
  • Shareholder Activism Defense: Enforcement of an Advance Notice Bylaw for a Bank Holding Company, Bank Director
  • Record Holders, Vote Buying, and Bylaw Amendments, Insights
  • Case Study: NJ Carpenters Pension Fund V. InfoGROUP, Law360
  • Buyer Loses an MAE Claim (Again) in Delaware, Deal Lawyers
  • Delaware Court Permits Postponement of Stockholders Meeting & Proposes New Standard of Review, Securities Litigation Report
  • Short-Term Investment Strategies Can Cause Board Conflicts of Interest, Deal Lawyers
  • Preferring Preferred Stockholders in M&A Transactions, Insights
  • A Brief Overview of Virtual Shareholder Meetings, Model Business Corporation Act Newsletter
  • Coronavirus/COVID-19: Considerations for Shareholder Meetings, Corporate Governance Advisor
  • Virtual-Only Shareholder Meetings: A Practical Guide, Ethical Boardroom
  • Going to Court Instead of the SEC: Excluding Shareholder Proposals Based on False Statements, Corporate Governance Advisor
  • Addressing Regulatory Risk in Public Company M&A Agreements, PLI Mergers & Acquisitions 2016: Trends and Developments Handbook
  • Court Rejects Challenge to M&A Transaction Despite Activist Pressure, Deal Lawyers
  • Contracting Around Fraud Under Delaware Law, 10 Delaware Law Review 49
  • Toward a Controlling Shareholder Safe Harbor, 90 Virginia Law Review 2245
  • Activist Investing and Its Divided-Loyalty Implications, Law360
  • Defending Against Proxy Contests: Delaware Strictly Enforces an Advance Notice Bylaw, M&A Lawyer
  • Does Special Committee Approval Protect a Transaction Involving a Conflicted Board Majority?, Deal Lawyers
  • Considerations for Shareholder Meetings During the COVID-19 Crisis, ABA Corporate Laws Committee Newsletter
  • Dissident’s Disclosure Lawsuit Leads to ISS Recommendation Change, Deal Lawyers
  • Reactions and Overreactions to Ryan v. Lyondell Chemical Co., Insights
  • The Corwin Effect: Stockholder Approval of M & A Transactions, Deal Lawyers
  • Virginia is for Lovers (of the Model Act), ABA Corporate Laws Committee Newsletter
  • Relearning M&A Lessons: A Reprise of the 1980s, Insights
  • Delaware Court Upholds Claims Challenging Unreasonable Termination Fee Structure, Insights
  • Abraham v. Emerson Radio: Duties of a Controlling Stockholder in a Sale of Control, M&A Lawyer
  • Not so Fast: "Don’t Ask/Don’t Waive" Standstill Agreements Revisited in Delaware, Insights
  • Advance Notice Bylaw and Activists Board Nominees, The Harvard Law School Forum on Corporate Governance and Financial Regulation
  • Dissident Stockholder Permitted to Circumvent an Advance Notice Bylaw, Insights
  • Virtual-Only Shareholder Meetings: A Practical Guide, Corporate Governance Advisor
  • The Dilemma That Should Never Have Been: Minority Freeze Outs in Delaware, 60 Business Lawyer 25
  • Business Due Diligence Strategies (Aspatore Books, Chapter 1)
  • Obiter Dictum: DE Supreme Court Reverses Record Holder Ruling, Insights
  • A Common Complaint: M&A Transactions that Favor Preferred Stockholders, Insights
  • Lessons Learned: Poison Pills Post-Barnes & Noble, Deal Lawyers
  • The Importance of Alleging Control: Between Corwin and MFW, Harvard Law School Forum on Corporate Governance and Financial Regulation
  • Corporate Governance: Law and Practice, LexisNexis
  • Relationships Outside the Company can Cause Conflicts of Interest Inside the Boardroom, Corporate Governance Advisor
  • M&A Quarterly Reporter – 2021 Q3
  • 2019 Retail Industry Year in Review
  • M&A Quarterly Reporter – 2022 Q1
  • M&A Quarterly Reporter – 2021 Q2
  • Real Estate Capital Markets – 2021 Year in Review
  • Del. Solera D&O Decision May Have Limited Impact, Law360
  • Hunton Andrews Kurth 2018 M&A Reporter
  • Goolsby and Haas on Virginia Corporations, Fifth Edition, LexisNexis
  • Should the Board of Directors Create a Special Committee to Oversee the Corporation's Response to the Pandemic?, National Association of Corporate Directors

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