Program Overview:  Given the high costs of operating as a public company, as well as the recent volatility in stock prices and reduced levels and quality of analyst coverage, many public companies have been or should be thinking about alternatives to traditional public ownership. Taking a company private can be risky, expensive and hard to finance; but, in some circumstances is worth considering. Taking a company "dark" (delisting from a national exchange and deregistering with the SEC) is another cost saving alternative that may be much easier to implement and much less exposed to shareholder litigation. Our panel of speakers has extensive experience with the legal, financial and business aspects of both types of transactions.

Tom Briggs (Moderator) is currently a board member, member of the Audit, Nominating/Governance and Compensation (Chair) Committees of Whiting Petroleum Corporation, a public oil and gas exploration and production company, in Denver and a board member and Chair of the Audit Committee of Corrpro Companies, a public engineering and construction services company, in Cleveland.  In 2005, he chaired a Special Committee of the Corrpro board to evaluate and implement taking Corrpro "dark", off of the AMEX and onto the Pink Sheets.  Tom is a former CFO with 25 years experience in public and private companies primarily in the food and oil and gas industries. From 2000-2004 he was CFO of Boulder-based Horizon Organic, the largest organic foods company in the US, which was acquired by Dean Foods in 2004. From 1990 to 2000 he was VP-Finance at Leprino Foods, a privately-held cheese and dairy ingredients manufacturer. During the 1970s and 1980s he was a tax and M&A consultant to oil and gas exploration companies with Price Waterhouse and Deloitte, and CFO and senior officer in two Denver-based independent oil and gas companies.  Briggs holds a B.A. degree in accounting from Duke University and a J.D. degree from the Georgetown University Law Center. 

Ron Levine is a partner with the law firm of Davis Graham & Stubbs in Denver and his practice centers on corporate finance and merger and acquisition transactions for public and private companies.  He serves as counsel for bidders and targets in acquisitions of public and private companies and represents a number of  major private equity funds in their investment and acquisition activities.  Ron has acted as counsel for management and special committees in a number of going-private transactions.  He has served as underwriters' and company counsel in debt and equity offerings for domestic and foreign companies in a variety of industries, and acts as the outside general counsel for a number of public companies.  Ron is the head of the Firm's Finance and Acquisitions Department and has been recognized as a leading corporate and mergers and acquisitions lawyer by Chambers & Partners in their annual client guides for the last four years.  He has also been selected for inclusion in The Best Lawyers in America by Woodward/White, Inc. annually since 2005 in the areas of corporate governance law, corporate law, mergers and acquisitions law and securities law.  Ron received his B.S. from Cornell University and his J.D. from Harvard Law School.

 

David Prokupek is a Managing Partner and Chief Investment Officer of Consumer Capital Partners and is actively involved in building the firm into a nationally recognized private investment, concept development and advisory firm focused on consumer centric multi-unit businesses. The firm focuses on restaurant concepts, beverage, leisure, personal care and luxury real estate. David has 20+ years of experience helping build, finance and advise high growth businesses in the consumer, financial services, marketing services, communications, healthcare and distribution industries. Previously, he was Founder of Geronimo Partners, a financial services firm focused on corporate advisory, private investment and wealth management services. Prior to that he was CEO of Tucker Anthony Sutro Capital Markets and CEO of Cleary Gull, a private investment firm.  David began his career as a sales executive at IBM and was a member of Bankers Trust Company's Merchant Banking Group. He has completed over 100 M&A and financing transactions with enterprise values in excess of $15 billion and has managed investment management and capital operations on a national basis.  David received his M.B.A. from the J.L. Kellogg Graduate School of Management at Northwestern University and graduated with a B.B.A. in Finance from the University of Wisconsin.

Thomas Yang is a partner at the Dallas office ofthelaw firm of Haynes and Boone, LLP which has approximately 550 lawyers in 12 offices.  Tom focuses his practice on presentation of public reporting companies, underwritten offerings of equity and debt securities, and mergers and acquisitions of both public and privately held companies.  He has taken a lead role in representing clients in transactions covering a wide range of industries including the telecommunications, finance, energy, retail, heavy and light manufacturing, technology, internet, media and transportation industries.  He also has experience in taking companies dark and has written an article for the Dallas Bar Association Headnotes titled "Shedding Light on the Going Dark Process."  Tom has been recognized as one of the "Best Lawyers in Dallas" by D Magazine and as one of the "Best Lawyers Under 40" by the National Asian Pacific American Bar Association.  Tom received his B.A. and J.D. from Columbia University, where he was a Harlan Fiske Stone Scholar.