Stephen M. Honig practices a broad spectrum of business law, with emphasis on corporate, governance, mergers and acquisitions, securities laws and business planning. He is a member of the firm's Corporate, Life Sciences and Biotechnology, and Private Equity practice groups.
Mr. Honig's career has reflected the technological orientation of the New England area. Today, many of his engagements are in the life sciences, and health care. He also counsels emerging enterprises, including those in life sciences and medical devices. His practice also includes working with founders and senior executives in wealth planning and the interface between their corporate and personal lives.
Mr. Honig has effected transaction involving: medical data companies; biotech and medical device companies obtaining financing, through representation of both investors and entities; life science companies effecting mergers and acquisitions; contract research organizations expanding through CRO acquisition; financing and joint venturing by photovoltaics manufacturers; contracting for computer hardware and software on both sides of such transactions; manufacture and contracting for semi-conductors and circuit boards; contracting for SaaS service offerings; M&A in a wide variety of tech industries; representation of persons joining fiduciary or advisory boards in business or technological capacities; representation of boards of directors; representation of C-suite officers in contractual and equity negotiations; and, formation and structuring of entities for management, financial and international taxation advantage.
Mr. Honig has served as president of a 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. 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 stephenhoniglawblog.com, where he addresses corporate, business and securities law issues. He served as regular columnist for almost two decades for InHouse, a newspaper directed to in-house corporate counsel. He has published five books, and serves as Advisory Board member to the New England Poetry Club (founded in 1913 by Amy Lowell and Robert Frost).
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 1966 graduate of Harvard Law School and holds his undergraduate degree from Columbia College.
Areas of Practice
- Corporate Law
- Life Sciences
- Mergers and Acquisitions
- Corporate Governance
- Emerging Businesses
- Securities Law
- Private Equity
- Capital Markets
- Wealth Planning
- Representing PeriphaGen, a biopharmaceutical company, in a trade secret and breach of contract case against Krystal, Inc. relating to complex gene therapy technology.
- Represented a leading healthcare investment bank and affiliated companies in a transaction in which it spun off an investment advisory entity specializing in derivative investments in publicly traded pharmaceutical companies; the transaction established another unaffiliated entity to hold the interests in the advisory company, and payment was by combination of debt and warrant coverage.
- Represented Protagen Protein Services GmbH, a world-leading German Contract Research Organization (“CRO”) and protein science expert, in its acquisition of BioAnalytix, Inc., a pharmaceutically-oriented American biotech company spun-out from the Barnett Institute of Chemical and Biological Analysis at Northeastern University; the transaction establishes a new method of protein analysis in the United States.
- Representing social application startup 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.
- U.S. Court of Appeals for the First Circuit
- U.S. District Court for the District of Massachusetts
- Supreme Court of Massachusetts
- Harvard Law School, LL.B., 1966
- Columbia College, A.B., 1963
- 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
- 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
- Mentor, Mass Challenge, a mentoring consortium for emerging businesses
Honors and Awards
Listed in Massachusetts Super Lawyers, 2004-2011 and 2013-2018
- AV Preeminent® Peer Review Rated by Martindale-Hubbell®
Civic and Charitable Activities
New England Poetry Club, Board of Directors 2022
- 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, Graduate MBA Program, 2006-2011
- Big Brothers Big Sisters of Eastern Massachusetts
- Clerk of Corporation, 2010-present
- Member of Board of Directors, 2008-present
- Chair, Governance Committee and Member, Executive Committee, 2014-present
- Volunteer, Educational Surrogate Parent (designated to assist children) 1997-2007
- Former Member, Legal Panel, Civil Liberties Union of Massachusetts
Author, The Law & Other Anomalies Blog
- "The Hand of Regulation on Corporate America," New England In-House, November 24, 2021
- "Board Practices, from IPOs to Director Liability," New England In-House, August 31, 2021
- "How to Run a Delaware Corporation," New England In-House, June 3, 2021
- "State of Sec Regulation in Wake of Clayton Commission," New England In-House, February 22, 2021
- "Corporate Transactions: Planning Insights From Delaware Chancery," New England In-House, November 23, 2020
- "Finders Keepers: SEC Announces Proposal to Exempt Intermediaries Raising Capital for Nonreporting Companies," Duane Morris Alert, October 13, 2020
- "Despite COVID-19, Corporate Law Marches On," New England In-House, August 24, 2020
- "Massachusetts SJC Securities Law Case Gets It Wrong," New England In-House, May 22, 2020
- "Over the Years: SEC and Corporate Evolution," New England In-House, February 27, 2020
"It’s Been a Busy Season for Delaware Corporate Law," New England In-House, November 25, 2019
"Brokers and Investment Advisors: In Your Best Interest?" New England In-House, August 26, 2019
"Diversity on Corporate Boards: A Tortuous Path," New England In-House, May 28, 2019
"Corporate Insulation and Piercing the Veil," New England In-House, February 25, 2019
"Fiduciary Confusion: States, Entities and Illogic," New England In-House, December 3, 2018
"Director Hot Spots: The Never-ending Litany," New England In-House, August 29, 2018
"'Digital Economy': You Don't Have a Choice," New England In-House, May 23, 2018
"Mergers & Acquisitions in 2018: Trends and Risk," New England In-House, February 26, 2018
"Delaware Appraisal Law: Searching for Fair Value," New England In-House, November 6, 2017
- "Board Term Limits and Age Caps," The Law & other Anomalies, October 23, 2017
"Dela-where? The Ground Rules for M&A Transactions," New England In-House, August 2017
"'Constituency Directorships': That Dog Don't Hunt," New England In-House, May 2017
"Being a Board Member Certainly Isn't Getting Any Easier," New England In-House, March 2017
"Boards of Directors: the Past, Present and the Future," New England In-House, December 2016
"Recent Corporate Developments: A Practical Guide," New England In-House, August 2016
"Risk Management of Board of Directors in Changing Times," New England In-House, May 2016
"'Citizens United' and Secret Corporate Contributions," New England In-House, February 2016
"Securities & Exchange Commission: A Frustrated Regulator," New England In-House, November 2015
"The Care and Protection of the Independent Director," New England In-House, September 2015
"Cyber Risk: Is It the New End of the World as We Know It?," New England In-House, May 25, 2015
"Fiduciary Duties in Delaware: Complexity Trumps Clarity," New England In-House, February 2015
"Year Ends with Usual Ambiguities for Corporate World," New England In-House, December 2014
Co-author, "Canadian Acquisitions - Same as the US - Almost," New England In-House, September 2014
"Cyber Security: Ugly Gorillas and the Fiduciary Board," New England In-House, June 2014
"'No Action Letter': SEC Relief for M&A Finders," New England In-House, April 2014
"Acquisitions Outlook and Review: Lawyering M&A," New England In-House, February 2014
- "Crowdfunding: Not as simple as it looks," Massachusetts Lawyers Weekly, December 2013
"SEC Proposes Rules to Disclose Pay Ratios," In-House publication of Lawyers Weekly, October 2013
"Public Advertising in 'Private' Regulation D Offerings," In-House publication of Lawyers Weekly, August 2013
"Putting Internal Corporate Audits into Perspective," In-House publication of Lawyers Weekly, June 2013
"CEO Succession Planning Often Lost in the Shuffle," In-House publication of Lawyers Weekly, May 2013
- "The Devil is in The Details: Director Minutes and Liability," Carrier Management, March 27, 2013
"Director Liability: Corporate Minutes as Trojan Horse," In-House publication of Lawyers Weekly, February 2013
"The Foreign Corrupt Practices Act Demystified," In-House publication of Lawyers Weekly, December 2012
"JOBS Act to Impact Reporting Under '34 Act," In-House publication of Lawyers Weekly, November 2012
"SEC Rule to Allow Use of Advertising in 'Private' Offerings," In-House publication of Lawyers Weekly, October 2012
"Finding the Law of Finders Proves to be SEC Mystery," In-House publication of Lawyers Weekly, August 2012
"SEC and Industry Battles Over Regulation: Who Prevails? ," In House publication of Lawyers Weekly, June 2012
"Corporation Political Contributions and the SEC," In-House publication of Lawyers Weekly, May 2012
"With JOBS Act, Congress Mandates Major SEC Reform," In-House publication of Lawyers Weekly, April 2012
"Section 1502: The Heart of Darkness and Dodd-Frank," In-House publication of Lawyers Weekly, March 2012
"For In-House Counsel, Complexities in SEC Developments," In-House publication of Lawyers Weekly, February 2012
"Inconsistencies in Dodd-Frank Implementation," In-House publication of Lawyers Weekly, January 2012
"New SEC Rules Result in Whistleblowing in the Wind," In-House publication of Lawyers Weekly, November 2011
- Quoted in "To the Letter" by Shahnaz Mahmud, Family Office Review, July 29, 2011
"The Search for Truth in the Securities Marketplace," In-House publication of Lawyers Weekly, July 2011
- Quoted in "Taking Counsel on Risk Analysis" by Tami Kamin-Meyer, Corporate Secretary, June 2011
"Down the Rabbit Hole with the U.S. Supreme Court," In-House publication of Lawyers Weekly, May 2011
"Pornography and Common Law Private Placements," In-House publication of Lawyers Weekly, March 2011
- "Boards and the Future of Risk," NACD Directorship, Winter 2011
"What Good Governance Means for Stock Prices," In-House publication of Lawyers Weekly, January 2011
"Dangers for Counsel in Dodd-Frank Whistleblower Provision," In-House publication of Lawyers Weekly, November 2010
"Securities Law Beyond Dodd-Frank Act," In-House publication of Lawyers Weekly, September 2010
- "Outside Directors' Role in Family Businesses," Family Business, Autumn 2010
- Co-author, "U.S. Financial Reform: Corporate Governance and Executive Compensation Provisions for Public Companies," Duane Morris Alert, August 24, 2010
"SEC Cases vs. Companies: Lessons from the Litigators," In-House publication of Lawyers Weekly, July 2010
"What a Board of Directors Should Do About Risk," In-House publication of Lawyers Weekly, May 2010
"'Activist' Securities and Exchange Commission Digs Deep," In-House publication of Lawyers Weekly, March 2010
"The Changing Perceptions of Risk and the SEC," In-House publication of Lawyers Weekly, January 2010
"Of Proxies, Pay and Risk: Adventures with the SEC," In-House publication of Lawyers Weekly, November 2009
- "SEC Proceeds with Agenda to Ratchet Up Control of Boards," In-House publication of Lawyers Weekly, September 2009
- "Commission Planning Changes in Proxy Regulation," In-House publication of Lawyers Weekly, May 2009
"Globalism Augurs International Accounting Standards," In-House publication of Lawyers Weekly, March 2009
- "Board Primacy Under Attack," Executive Counsel, February/March 2009
"Guidelines on Business Abroad Revamped," In-House publication of Lawyers Weekly, January 2009
- "Let's Go Christmas Shopping;" a study of acquisitions out of Chapter 11 proceedings, The Deal, December 18, 2008
- "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 facilitates 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
"SEC Looks to Eliminate Fraud in Trading Shares of 'Shell' Corporations," In House publication of Lawyers Weekly, July 2004
"Agency Planning to Post Online Comment Letter and Responses," In House publication of Lawyers Weekly, October 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
Moderator, "The Role of Corporate Directors in Policing Cyber Security," New England Chapter of National Association of Corporate Directors, May 14, 2019
- Speaker, "Large Privately Held Companies," "Seat at the Table," Seminar, Board Options, Inc., Newton, Massachusetts, 2017
- Speaker, "Boards of Directors for Emerging Companies," MassChallenge, Boston, Massachusetts, 2017
- Chair and Speaker, "Pre-Money Valuations of Emerging Companies," Meeting of Sky Ventures Group, Boston, Massachusetts, 2017
- Speaker, "Selected Issues in Drafting Corporate Contracts," Massachusetts Continuing Legal Education panel, May 13, 2015
- Speaker, "Noncompetition Agreements for Massachusetts Medical Device Companies," MassMEDIC (Society of device manufacturers), September 16, 2014
- 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
- Webinar Panelist, "Establishing and Maintaining Effective Enterprise Risk Management Practices," 3rd Board Risk Management Seminar, April 12, 2010
- Panelist, "Meeting the Fiduciary Standards in Private Board Settings," NACD Series April 2009
- 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
- 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