Stephen M. Honig practices a broad spectrum of business law, with emphasis on corporate law and governance, securities law, mergers and acquisitions, and emerging businesses. Since the 1960s, his practice has included forming, building, reorganizing and advising on the governance of private companies and public companies and M&A transactions for public and private buyers and sellers both in the United States and overseas. He encourages a focus on critically evaluating the components of a given transaction, so as to minimize protracted negotiations in areas which are not value-added to the client.

Mr. Honig's career has reflected the technological orientation of the New England area in which he has practiced, representing startups, emerging companies, and entities and individuals in technology transfer arrangements in many industries, including high energy physics; photo-voltaics; electronics; computer manufacturing; software; medical devices; pharmaceuticals; semi-conductor materials; circuit boards; online service providers; telecom infrastructure; e-commerce; and energy. Mr. Honig has served as president of an SEC-registered investment advisor, represented companies and underwriters in public offerings and private placements, represented broker-dealers and market makers, and effected the entry of banks into the securities business.

Over the years, Mr. Honig's practice also has evolved into other areas. He now serves as trustee of family trusts and, in that capacity, evaluates and supervises the operation of businesses on behalf of the families whose wealth he manages. He also represents individual, institutional and venture capital investors in equity, debt and lease financings.

Mr. Honig has taught securities law and regularly lectures and writes on governance issues, shareholder disputes, middle market antitrust issues, securities law regulation, Sarbanes-Oxley, and the representation of senior executives engaged in establishing compensation regimes in both public and private company settings. Mr. Honig is a member of the National Association of Corporate Directors, the Securities Law Committees of the Boston and Massachusetts Bar Associations, and the Massachusetts Institute of Technology Enterprise Forum. As principal program director for the National Association of Corporate Directors in New England, he has designed and presented programs for directors and advisors to directors on matters of governance, director duties, boards in crisis, boards faced with regulatory issues, and the legal challenges facing directors under Delaware and federal securities laws. He is the regular securities law columnist for In-House (the Lawyers Weekly publication directed to in-house attorneys). He is a 1966 graduate of Harvard Law School and holds his undergraduate degree from Columbia College.

Areas Of Practice

Securities Law
Corporate Governance
Corporate Law
Mergers and Acquisitions
Emerging Businesses

Representative Matters

Representing offshore strategic investor in bridge financing of VC-backed Silicon Valley technology company.
Representing a long-dormant public company in its revival, SEC compliance and "going dark."
Representing Investment Bank in $35,000,000 investment into bank, and related regulatory issues.
Representing investors in $50,000,000 D Round in information technology company.
Sale of defense contractor with proprietary technology and UK subsidiary.
Resurrection of publicly registered company after ten year dormancy, with related SEC clearances.
Sale of medical device company out of chapter 11 in sealed bid auction process with various IP-sensitive bidders.
Effected merger of life sciences research company with broker/dealer registered investment banking firm.
Advised venture capital leasing company on numerous national and international telecom leases, with related equity participations.
Assisted investors in multi-tiered biotech company in structuring an exit format satisfactory to investors, common stockholders and management.
Structured and implemented international licensing regime for American-based, Harvard-affiliated business consulting concern.
Effected partial or complete family buyouts/succession strategies for privately owned hardware manufacturer, privately owned defense contractor and privately owned investment bank.
Effected acquisition by public acquirors of a software company, a semi-conductor materials company, a circuit board company, a fitness products company and a medical software company.
Represented senior executive employee in connection with whistleblower/Sarbanes-Oxley investigation.
Represented senior executives in connection with employment, severance, parachute and compensation acceleration (409A) issues in connection with acquisition by a public acquiror.
Effected private placements, PIPES and secondary public offerings for clients in diverse industries.
Served as an expert witness in cases involving the standard of care for corporate representation in emerging companies.
Established irrevocable trust, serving as trustee and issuing private annuities, effecting investment programs and financing various operating companies.
As family trustee, invested and supervised portfolio to balance yield and growth in complex family situation.
As family trustee, had significant role in staffing and operating West coast manufacturing facility, East coast commodities distribution company, and factoring/receivables finance company.
Representation of bank in negotiating of master custodial agreements and related securities transaction documentation.
Designed deferred compensation, phantom stock and other compensation plans and funds for senior executives in the brokerage and financial services industries.
Provided comprehensive '34 Act, Sarbanes-Oxley and Regulation FD disclosure advice to exchange-listed public company.
Represented various senior executives in identifying, pursuing and documenting affiliations with (and investments in) their "next" businesses.
Advised domestically based financial services company in structuring derivative securities based upon stripped financial instruments and pools of senior settlement insurance policies.
Advised committees of boards of directors relative to executive compensation, business valuation, option and restricted stock programs, and acquisitions.

Professional Activities

Massachusetts Bar Association
-Securities Law Committee
Boston Bar Association
-Securities Law Committee
National Association of Corporate Directors
- Chair, Programming/New England Chapter, 2006-2008
- Member of Board of Directors, 2008-present
Member, MIT Enterprise Forum
Simmons Entrepreneurial Certificate Post-MBA Program
- Board Member

Admissions

Massachusetts
United States District Court for the District of Massachusetts
United States Court of Appeals for the First Circuit

Education

Harvard Law School, LL.B., 1966
Columbia College, A.B., 1963

Experience

Duane Morris LLP
- Partner, 2003-present
Schnader Harrison Goldstein & Manello, Boston, Massachusetts
- Partner, 2000-2002
Goldstein & Manello P.C., Boston, Massachusetts
- Founding Partner, 1976-1999
Widett & Widett, Boston, Massachusetts
- Partner, 1971-1976
- Associate, 1966-1971

Civic and Charitable Activities

Steering Committee, Simmons College Graduate MBA Program in Entrepreneurship, 2006-present
Big Brothers Big Sisters of Massachusetts Bay
- Alumni Committee Chair, 2007-present
- Member of Board of Directors, 2008-present
- Fund Raising Committee, 1989-present
Volunteer, Educational Surrogate Parent (designated to assist children) 1997-2007
Member, Temple Israel, Boston
Former Vice President/Trustee, Temple Beth El, Belmont
Former Member, Action for Soviet Jewry (trip to USSR/briefed Refusenik cases with Dershowitz Team for Anatoly Scharansky, Abe Stolar, and other Refusenik litigants)
Former Member, Legal Panel, Civil Liberties Union (private club litigation, protest march Marshall and Advisor)

Selected Publications

"Yesteryear's Finders Still Needed in Today's Finance Business," In-House publication of Lawyers Weekly, November 2008
"As Sun Sets on Summer, Commission in Frantic Mode," In-House publication of Lawyers Weekly, September 2008
"SEC Eases Resale of Acquisition Shares," In-House publication of Lawyers Weekly, July 2008
"The Morass of Executive Compensation," In-House publication of Lawyers Weekly, May 2008
"Agency facilitiates e-forums for shareholders," In-House publication of Lawyers Weekly, March 2008
"The future is now: XBRL is coming your way," In-House publication of Lawyers Weekly, January 2008
"SEC Proposes to Ease Resale of Restricted Securities," In-House publication of Lawyers Weekly, November 2007
"Assessing the Real-World Impact of New Rules for Auditing Internal Financial Controls," In-House publication of Lawyers Weekly, September 2007
"SEC Targets Capital Formation Reform," In-House publication of Lawyers Weekly, July 2007
"Stock Option Fallout: Where Do We Go From Here?," In-House publication of Lawyers Weekly, May 2007
"The Painful Evolution of SOX §404," In-House publication of Lawyers Weekly, March 2007
"SEC Tender Offer Rules Revamped," In-House publication of Lawyers Weekly, January 2007
"New Disclosure Rules Require Prompt Action," In-House publication of Lawyers Weekly, October 2006
"A Kinder, Gentler 404?" In-House publication of Lawyers Weekly, July 2006
"Compensation Wars: Is it Disclosure or is it Morality?" In-House publication of Lawyers Weekly, April 2006
"404 Cost-Saving Proposals for Smaller Companies," In-House publication of Lawyers Weekly, January 2006
"Securities Reform Arrives--For Some Companies," In-House publication of Lawyers Weekly, October 2005
"Demystifying 404 Reporting Under Sarbanes-Oxley," In-House publication of Lawyers Weekly, April 2005
"The Curious Shape of Sarbanes-Oxley Litigation," In-House publication of Lawyers Weekly, July 2005
"Agency Wants to Overhaul Stock Sale Disclosure Rules," In House publication of Lawyers Weekly, January 2005
"Agency Planning to Post Online Comment Letter and Responses," In House publication of Lawyers Weekly, October 2004
"SEC Looks to Eliminate Fraud in Trading Shares of 'Shell' Corporations," In House publication of Lawyers Weekly, July 2004
"Internal Control Reports: The Next New Thing, Get Ready to Comply with Section 404," The Corporate Compliance & Regulatory Newsletter, Vol. 1, No. 7, March 2004
"Building a Board For The Pre-IPO Company," In House publication of Lawyers Weekly, April 2004
"The 2004 Proxy Season Takes Shape," In House publication of Lawyers Weekly, January 2004
Co-author, "The Morning After: Employment Law and Sarbanes-Oxley," Boston Bar Journal, November/December 2003
"Commission Looks to Remake Proxy Rules," In-House publication of Lawyers Weekly, Fall 2003
"Going Public," chapter in The Portable MBA in Finance and Accounting, John Wiley & Sons, Inc. publishers, 2002
Co-author, "The Cost of the Millennium," Corporate Counsel's Quarterly, Vol. 12, No. 4, October 1996
"Some Practical Perspectives on Liability of In-House Counsel," Corporate Counsel's Quarterly, Vol. 10, No. 4, October 1994
"Escape from Corporate Bondage: Practical Solutions," Boston Bar Journal, Vol. 36, No. 4, September/October 1992
Co-author, "Professional Liability," Massachusetts Law Review, Vol. 73, No. 1 and No. 2, 1988
"When Controlling Stockholders Fight: Law and Practicality Collide, South Shore Business Magazine, 1985
"Massachusetts Securities Regulation: In Search of the Fulcrum," University of Baltimore Law Review, 1984

Selected Speaking Engagements

Program Chair, "Developments in the Governance of Non-Profits," New England Chapter of the National Association of Corporate Directors, Boston, Massachusetts, June 10, 2008
Moderator, "Relationship of Shareholder Control Mechanisms to Financial Success," program, Boston/New England Chapter of the National Association of Corporate Directors, Boston, Massachusetts, November 6, 2007
Speaker, "Sarbanes-Oxley Act" (section on director and officer impact, whistleblowing, section 404 internal controls, fairness opinions), Lorman Education Services, Boston, Massachusetts, 2006
Moderator, "Exit Strategies: A Case Study of Board Interaction," National Association of Corporate Directors Program, Boston, Massachusetts, 2005
Speaker, "Sarbanes-Oxley Act" (sections on director and officer impact, whistleblowing and section 404 internal controls), Lorman Education Services, Boston, Massachusetts, 2005
Moderator and Speaker, "Is it Too Risky to be a Board Member?" National Association of Corporate Directors Program, Providence, Rhode Island, 2005
Speaker, "Rights and Responsibilities of Public Employers, Executives and Lawyers after Sarbanes-Oxley," American Law Institute-American Bar Association, Boston, Massachusetts, 2003
Chair and Speaker, "Doing Business in Challenging Economic Times," Lorman Education Services, Philadelphia, Pennsylvania, 2002
Speaker, "Protecting In-House Counsel," Northeast Conference, American Corporate Counsel Association, Waltham, Massachusetts, 1994
Speaker, "Legal and Antitrust Aspects of Foreign Companies Entering into the Computer Business in the United States," National Conference, Computer Law Association, Toronto, Canada, 1983