For more than four decades, Geoffrey has helped clients with critical business, governance and transactional matters.

He has successfully completed scores of mergers, acquisitions, buy-outs and divestitures; led more than three dozen public offerings and numerous private placements, financing transactions, restructurings and workouts; structured and restructured the governing documents of many corporations, joint ventures, partnerships and limited liability companies; and advised on complex initiatives including hostile takeovers, tender offers, proxy contests, spin-offs, project financings and “going private” initiatives.

An important part of Geoffrey's practice consists of counseling Boards and Committees of non-profit entities about corporate governance mechanisms and best practices, fiduciary duty obligations and issues, disclosure questions and legal compliance generally. He also represents and advises Boards and Committees facing governance disputes, considering transactions that involve apparent or potential conflicts of interest, or dealing with governmental or internal investigations or similar challenges.

Representative Experience

Selected Completed Financings:

• $3.6 billion secured credit facility
• $2.0 billion preferred equity
• $50 million public offering of common stock
• $184 million publicly traded secured notes
• $250 million convertible secured loans
• $95 million secured bridge loan
• $250 million reserve-based revolving credit facility
• $100 million secured credit line
• $400 million secured term loan
• $250 million equity capitalization of unconventional gas venture
• $326 million IPO (Master Limited Partnership)
• $2.0 billion publicly traded secured notes
• $678 million syndicated project financing
• $50 million IPO and follow-on offering
• $325 million convertible notes

Selected M&A Transactions:

• Acquisition of concrete construction company
• "Going Private" squeeze-out merger
• International acquisition of oil and gas assets
• International acquisition of engineering services company
• Formation of 50/50 joint venture by two public companies
• Acquisition of 80% equity interest in heavy civil construction company
• "Going Dark" reverse stock split
• Sale of 49% equity interest in public company
• Acquisition of engineering systems company
• Acquisition of Canadian vessel assessment company
• Acquisition of heavy civil construction company
• Acquisition of manufacturing and distribution division of public company
• Sales of timberlands

Selected Board Committee Assignments:

• Special Committee in negotiated transaction with affiliates of controlling stockholder
• Audit Committee investigation of estimate corrections
• Audit Committee investigation of restatements
• Special Committee negotiations with controlling stockholder
• Independent Committee in negotiated transaction with related parties
• Compensation Committee in negotiated agreements with management

Bar Admissions

Education
JD, Yale Law School, 1974BA, Yale College, 1969