Bill focuses his counsel particularly on corporate oversight and control, advising boards of directors of public companies and their committees on compliance and ethics best practices, reporting and disclosure obligations, and shareholder relations, among other priorities. Bill also represents special committees established to oversee high-stakes transactions or investigations.
He advises on deal terms, conducts due diligence and evaluates tax implications and regulatory hindrances to M&A activity. He works proactively to ensure that contracts are not jammed up in the bureaucratic pipeline when advising publicly traded and privately owned companies in M&A transactions as either buyer or seller.
Bill also represents for-profit and nonprofit entities in connection with the establishment and governance of joint ventures. Starting the venture off on the right foot is Bill’s chief objective — and he zeroes in on the business issues early in the process to make launches as smooth as possible.
For over 25 years, Bill has been the principal drafter for the Title 15/Business Associations Committee of the Pennsylvania Bar Association. Following his work on the 1988 Pennsylvania Business Corporation Law (BCL) and the Pennsylvania Revised Uniform Limited Partnership Act (UPLA), Bill subsequently drafted the 1990 follow-on legislation to the 1988 BCL, which made insurance corporations subject to the 1988 BCL and recodified the law on credit unions. He was also the drafter of the 1994 Pennsylvania Limited Liability Company Law. Most recently, he drafted comprehensive legislation that rewrote all of the Pennsylvania entity laws governing unincorporated entities, including partnerships and limited liability companies.
With respect to his impact on state entity laws outside of Pennsylvania, Bill drafted the legislation and designed the legislative strategy that led to the enactment of the North Dakota Publicly Traded Corporations Act, the first state corporation law in the U.S. to address all the major issues of corporate governance concerning institutional investors. Most recently, Bill drafted the Connecticut statute that authorizes Connecticut insurers to divide their operations in a transaction that is the reverse of a merger.
In addition, Bill drafted the model legislation authorizing the organization of benefit corporations, a new form of business corporation geared toward creating positive benefits for society and the environment. Bill’s legislation was the basis for statutes enacted in 31 jurisdictions, including California, Illinois, New Jersey, New York and Pennsylvania.