Chris is a seasoned corporate and securities lawyer who helps public companies overcome their most significant legal issues. He is a partner in the Corporate & Securities Practice Group and Co-Chair of the Firm’s Public Company Advisors Team, a multi-office team of corporate, capital markets, and tax attorneys who serve the Firm’s public-company clients.
In the boardroom, Chris counsels boards of directors on leading-edge and highly confidential transactional and governance matters and special committee investigations. He is experienced in public and private mergers and acquisitions, takeover preparedness, shareholder activism and executive compensation. With governance and strategic transactions at the core of his practice, Chris also advises private equity sponsors and significant investors in fund formation and investment activities, and private companies in transactions with venture capital and private equity funds.
Chris helps his clients succeed by understanding their businesses and sharply focusing the myriad of legal issues through a lens of practical, strategic legal advice. He has been recognized by Chambers USA (Mergers & Acquisitions) and received a Client Choice Award from the Association of Corporate Counsel and Lexology in recognition of his commitment to outstanding client service.
In addition to his legal practice, Chris speaks and writes on areas relating to his professional interests. He has served as a corporate governance panelist alongside current and former Vice Chancellors of the Delaware Court of Chancery and moderated panels on shareholder activism and mergers and acquisitions for the National Association of Corporate Directors (Carolinas Chapter). Chris contributed two chapters to the Director's Handbook: A Field Guide to 101 Situations Commonly Encountered in the Boardroom (ABA Publishing 2017) and is co-author of several publications with noted governance scholar Charles Elson.
Chris was an Adjunct Law Professor at the Wake Forest University School of Law, where he taught Mergers & Acquisitions and Corporate Finance courses, and has guest-lectured on mergers and acquisitions and private equity at the Duke University School of Law and the Wake Forest University Babcock Graduate School of Management.
Chris is a member of the Advisory Board of the National Association of Corporate Directors, Carolinas Chapter, and a member of the American Bar Association, Business Law Section, Corporate Documents Committee and the Corporate Governance Committee, and its “Inside the Boardroom” subcommittee.
Representative Experience
Any result the lawyer or law firm may have achieved on behalf of clients in other matters does not necessarily indicate similar results can be obtained for other clients.
- Represented Krispy Kreme Doughnuts, Inc. in its $1.35 billion sale to JAB Holding.
- Represented Denny’s Corporation in its acquisition of Keke’s Breakfast Café.
- Advised public company boards of directors with respect to activist shareholder matters including takeover preparedness and structural defenses (such as shareholder rights plans or “poison pills”), including in connection with mergers and acquisitions.
- Successfully advised NYSE-listed public company through complete corporate governance turnaround leading to the company being recognized by Corporate Secretary Magazine for corporate governance and proxy disclosure.
- Represented NYSE-listed public company in activism preparation and response, and deploying both traditional and tax asset protection (“NOL”) poison pills, as well as securities regulatory and capital markets matters.
- Represented Nasdaq-listed paired-share REIT in governance and shareholder engagement matters.
- Represented Nasdaq-listed semiconductor manufacturer in governance, securities disclosure, capital markets, activism, strategic venture capital, M&A and international and domestic divestiture activities, and its transformative merger-of-equals transaction.
- Represented NYSE-listed apparel manufacturer in threatened proxy contest and settlement with activist shareholder.
- Represented Nasdaq-listed quick service restaurant franchisor in connection with governance, restructuring C-suite compensation and severance programs, and aspects of whole-business securitization to refinance the business.
- Represented NYSE-listed company in connection with governance, joint venture and M&A, executive compensation, ESG and shareholder engagement matters.
- Represented Nasdaq-listed national mortgage insurer in governance, securities regulatory and tax asset protection (“NOL”) poison pill matters; advised on exploration of strategic transactions and ultimate sale to hedge fund-backed buyer.
- Represented NYSE-listed bank holding company in governance, securities disclosures and response to shareholder proposals, serial M&A, capital markets matters and, in the wake of the 2008 financial crisis, its sale of nonperforming loans and real estate assets.
- Represented NYSE-listed industrial manufacturer in governance, securities disclosure, ESG, activism and shareholder engagement, and M&A activities.
- Represented board of Nasdaq-listed company regarding internal investigation, securities disclosures and Foreign Corrupt Practices Act matters.
- Represented board of NYSE-listed apparel company regarding strategic transaction matters and activist shareholder response.
- Represented special committee of the board of NYSE-listed company regarding internal investigation.
- Represented special committee of NYSE-listed technology company regarding internal investigation and securities trading matters.
- Represented audit committee of NYSE-listed company regarding internal investigation and whistle-blower matters.
- Represented Nasdaq-listed biotechnology company in governance and IPO matters, and in public offerings of equity, and international and domestic private placements of equity (pre- and post-IPO).
- Represented clean energy technology development company in significant joint venture with leading power plant construction and engineering firms.
- Represented significant auto dealership network in restructuring real estate and dealership operations, and the formation and operation of joint venture with private equity group.
- Represented large privately held and/or private equity-backed companies in M&A, divestiture, carve-out and related matters.
- Represented significant investors in, and sponsors in formation, governance and operation of, investment vehicles totaling $4B+ in strategies including buyout, mezzanine debt, fund of funds and real estate investments.
- Represented variety of businesses in general counseling and miscellaneous commercial agreements such as leases, licenses, joint development, co-commercialization, supply and manufacturing agreements.
Thought Leadership
- Panelist, "Building the Strategic Asset Board," National Association of Corporate Directors, Carolinas Chapter, Charlotte, NC, April 2018
- Panelist/Moderator, "Governance Summit and Proxy Season Outlook," Womble Bond Dickinson/CamberView Partners, Charlotte, NC, January 2018
- Author, “The Director’s Role in Corporate Ethics and Compliance Programs,” Director’s Handbook: A Field Guide to 101 Situations Commonly Encountered in the Boardroom, ABA Publishing, 2017
- Author, “The Director’s Role in Shareholder Communication,” Director’s Handbook: A Field Guide to 101 Situations Commonly Encountered in the Boardroom, ABA Publishing, 2017
- Panelist/Moderator, "The Godfather Offer: M&A Panel," National Association of Corporate Directors, Carolinas Chapter, Charlotte, NC, March 2017
- Speaker, "Mastering a Broad Practice," North Carolina Bar Association Corporate Counsel Section Annual Meeting, Raleigh, NC, January 2017
- Panelist/Moderator, "Activists: Friends or Foes," National Association of Corporate Directors, Carolinas Chapter, Charlotte, NC, September 2016
- Panelist, "Valid Corporate Action: Avoiding Failures in Authorization and Ratifying Defective Corporate Acts," American Bar Association's Business Law Section Annual Meeting, Boston, MA, September 2016
- Panelist/Moderator, "Mergers & Acquisitions," National Association of Corporate Directors, Carolinas Chapter, Charlotte, NC, October 2015
- Speaker, Career Development Panel, Wake Forest University School of Law, Winston-Salem, NC, April 20, 2015
- Guest Lecturer, "Transactional Lawyer Skills: Drafting, Ethics and Career Development," Wake Forest University School of Law, Winston-Salem, NC, December 5, 2012
- Guest Lecturer, "Structuring Venture Capital & Private Equity," Duke University School of Law, Durham, NC, February 14, 2011
- Guest Lecturer, "Private Equity," Wake Forest University School of Law, Winston-Salem, NC, March 22, 2010
- Guest Lecturer, "Mergers & Acquisitions," Wake Forest University School of Law, Winston-Salem, NC, March 16, 2009
- Guest Lecturer, "Negotiating Venture Capital Transactions," Wake Forest University School of Law, Winston-Salem, NC, April 10, 2008
- With Charles M. Elson, "In re Caremark: Good Intentions, Unintended Consequences," 39 Wake Forest Law Review 691, 2004
- With Charles M. Elson, “Five Red Flags Over Texas: The Enron Failure and Corporate Governance Reform,” Corporate Governance: A Guide to Corporate Accountability, Institutional Investor, Fall 2003
- With Charles M. Elson, "The Enron Failure and Corporate Governance Reform," 38 Wake Forest Law Review 855, 2003
Honors & Awards
- Chambers USA Ranked Lawyer, Corporate: M&A, North Carolina, 2016 – 2020
- Recognized in The Best Lawyers in America (BL Rankings), Mergers and Acquisitions Law, 2021
