Stephen M. Honig
Partner

Duane Morris LLP
100 High Street, Suite 2400
Boston, MA 02110-1724
USA

Phone: +1 857 488 4239
Fax: +1 857 401 3052
Email: SMHonig@duanemorris.com

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Stephen M. Honig

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Stephen M. Honig practices a broad spectrum of business law, with emphasis on corporate law, corporate governance, securities law and mergers and acquisitions. He has great depth of experience in 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 globally. His approach to transactions is to focus on bringing value to his clients, minimizing unnecessary costs and time in protracted negotiations in areas which are not adding value 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 businesses, and entities and individuals in technology transfer arrangements in many industries, including: life sciences, including device, bio pharma and medical data; high energy physics; photo-voltaics; electronics; computer manufacturing; software; semi-conductor materials; circuit boards; online service providers; telecom infrastructure; e-commerce; and energy. He is a member of the firm's Life Sciences and Private Equity practice groups.

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.

Mr. Honig has served as trustee of family trusts and, in that capacity, has evaluated and supervised the investment of assets on behalf of the families whose wealth he managed. He also represents individual, institutional and venture capital investors in equity, debt and lease financings.

In March 2011, Mr. Honig taught American business law and entrepreneurship at the University of Belgorod in southwestern Russia. Mr. Honig has taught securities law and regularly lectures and writes on governance issues, shareholder disputes, cyber risk, securities law regulation, Sarbanes-Oxley, Dodd-Frank and the representation of senior executives in establishing compensation regimes in both public and private companies.

Mr. Honig writes regularly on his blog, Law and Other Anomalies, which can be accessed at honiglawblog.com, addressing legal and social issues of current interest.

Mr. Honig is a member of the National Association of Corporate Directors and the Securities Law Committees of the Boston and Massachusetts Bar Associations. When serving as principal program director for the National Association of Corporate Directors in New England, he had 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 corporate and Federal securities laws. He is a regular 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

  • Corporate Law
  • Mergers and Acquisitions
  • Emerging Businesses
  • Securities Law
  • Corporate Governance
  • Life Sciences
  • Private Equity
  • Capital Markets
  • Wealth Planning

Representative Matters

  • Representing social application startup barKing LLC in company formation, international taxation and intellectual property matters.
  • 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.
  • Assisted investors in multi-tiered biotech company in structuring an exit format satisfactory to investors, common stockholders and management.
  • Effected acquisition by public acquirers of a software company, a semi-conductor materials company, a circuit board company, a fitness products company and a medical software company.
  • 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.
  • Advised venture capital leasing company on numerous national and international telecom leases, with related equity participations.
  • 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.
  • 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 acquirer.
  • Effected private placements, PIPES and secondary public offerings for clients in diverse industries.
  • Advised public accounting firm in its consolidation with a national practice firm.
  • Served as an expert witness in cases involving the standard of care for corporate representation in emerging companies.
  • Established irrevocable trusts, 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 boards and committees of boards of directors relative to executive compensation, business valuation, option and restricted stock programs, and acquisitions.

Admissions

  • Massachusetts
  • U.S. Court of Appeals for the First Circuit
  • U.S. District Court for the District of Massachusetts
  • Supreme Court of Massachusetts

Education

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

Experience

  • 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
  • Duane Morris LLP
    - Partner, 2003-present

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, 2008-2014
    - Member, New England Advisory Council, 2014-present
  • Simmons Entrepreneurial Post-MBA Program
    - Board Member
  • Member, Massachusetts Medical Device Industry Council
  • Mentor, Mass Challenge, a mentoring consortium for emerging businesses

Honors and Awards

Civic and Charitable Activities

  • National Association of Corporate Directors, New England Chapter
    - Member of Board of Directors, 2008-2014
    - Member, New England Advisory Council, 2014-present
  • Steering Committee, Simmons College, 2006-2011
  • Big Brothers Big Sisters of Massachusetts Bay
    - Clerk of Corporation, 2010-present
    - Member of Board of Directors, 2008-present
  • Volunteer, Educational Surrogate Parent (designated to assist children) 1997-2007
  • Former Member, Legal Panel, Civil Liberties Union of Massachusetts

Selected Publications

Selected Speaking Engagements

  • Speaker to the Justices of the Belgorod Arbitral Court, Belgorod Region, Russia, on "America Dispute Resolutions," March 2011
  • Visiting Professor, Belgorod (Russia) State University, March 2011
  • Speaker, "Update on Corporate Governance Best Practices & Legislative Initiatives," New England Business & Securities Law Conference 2010, webcast, October 20, 2010
  • Speaker, "An Unsolicited Acquisition Offer Has Been Made: What Are the Next Steps Board Members Should Take?" Stybel Peabody/Board Options, Inc. Seat at the Table Series, Waltham, Massachusetts, September 28, 2010
  • Speaker, "Developments in Governance and the Impact on Internal Risk Management," Seminars for Non-Profits in Providence, Rhode Island and Boston, Massachusetts, October 2008
  • 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
  • Webinar Panelist, "Establishing and Maintaining Effective Enterprise Risk Management Practices," 3rd Board Risk Management Seminar, April 12, 2010
  • Speaker, "Sarbanes-Oxley Act" (section on director and officer impact, whistleblowing, section 404 internal controls, fairness opinions), Lorman Education Services, Boston, Massachusetts, 2006
  • Panelist, "Meeting the Fiduciary Standards in Private Board Settings," NACD Series April 2009
  • 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