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Frank M. Placenti
Senior Partner
Frank Placenti serves as the chair of the US Corporate Governance & Securities Regulation Practice, and is nationally recognized for his work in corporate governance and mergers and acquisitions. Frank has more than 30 years’ experience in mergers and acquisitions, corporate governance, securities law, antitakeover and shareholder relations issues. He has represented public companies, broker/dealers and private equity firms and their portfolio companies with mergers and acquisitions, capital formation, securities and corporate law, regulatory compliance, anti-takeover matters and shareholder engagement and activism. Frank has assisted clients, special committees and audit committees in managing internal investigations, as well as with US Securities and Exchange Commission (SEC) and stock exchange investigatory matters.
Frank serves as the Founding President and Trustee of the American College of Governance Counsel and as Chair of the Corporate Governance Committee of the American Bar Association (effective September 2020).
Frank has been listed in The Best Lawyers in America since 2006, Chambers USA since 2003 and is a multi-year member of the Lawdragon 500, an acknowledgment given to the top 500 lawyers in America. The 2013 International Global Law Experts Awards recognized him as the Corporate Governance Lawyer of the Year in Arizona. He is recommended in Arizona for corporate matters and mergers and acquisitions by PLC Which Lawyer? Yearbook since 2009 and is listed in the PLC Cross-Border Mergers and Acquisitions Handbook. Each year since 2007, Frank has been selected by his peers to appear in Southwest Super Lawyers, a distinction awarded to the top 5% of lawyers in the region.
Frank is a member of Greater Phoenix Leadership. He formerly served as the Chair of the Board of Directors of the Boys and Girls Clubs of Metropolitan Phoenix, as Chair of the Phoenix Chamber of Commerce and as Chair of the Phoenix Children’s Hospital Foundation and a member of that hospital’s Board of Directors. He also served as a member of the Boards of Directors of the Herberger Theater Company and the Arizona Science Center.
In addition, he served as the Lead Director for a Nasdaq-listed, publicly traded healthcare company and as Lead Director for a private company based in Charlotte, North Carolina, which serves the restaurant and hospitality industries. He currently serves on the board of a privately held, private equity-based company headquartered in New York serving major financial institutions.
Frank is editor of The Directors Handbook, A Field Guide to 101 Situations Commonly Encountered in the Boardroom, and has been invited to teach in the Distinguished Practitioners in Residence Program in the Moritz College of Law at The Ohio State University.
Selected Transactions Experience
- Representing Avnet, Inc. in its acquisition of Bell Microproducts, Inc, a US$3 billion public company with worldwide operations.
- Representing Avnet, Inc. in its acquisition of various companies in China and Japan.
- Representing Living Independently Group, Inc. in its sale to the Healthcare Division of General Electric Corporation.
- Representing Tickets.com in connection with its sale to the internet subsidiary of Major League Baseball.
- Representing a special board committee of Ben & Jerry’s, Inc. in the company’s US$300 million sale to Unilever.
- Representing Viad Corp. in its public tender offer and acquisition of Moneygram, Inc.
- Representing Viad Corp. in its sale of Dobbs Catering to SAir Group in a transaction valued at approximately US$1 billion and in various other acquisitions and dispositions over a 25 year period.
- Representing Universal Technical Institute, Inc. in its IPO and subsequent securities regulation and corporate governance matters.
- Representing 13 of the original investors in the formation and franchise acquisition of the Arizona Diamondbacks.
- Representing an Arizona-based grocery store chain in its IPO, subsequent debt offerings and acquisition of multiple grocery store chains in adjoining states.
- Representing various private equity firms in connection with the acquisition and disposition of portfolio companies.
- Representing a special committee of the board of a mutual fund company in connection with its sale in a stock-and-cash transaction valued at more than US$250 million.
- Representing America West Airlines in connection with numerous financing and other transactions and an SEC investigation accompanying its corporate bankruptcy.
- Representing Del E. Webb in the sale of its affiliated public real estate investment trust (REIT).
- Representing an NYSE-traded pharmaceuticals corporation in connection with two public equity offerings, as well as the acquisitions of several product lines from major pharmaceuticals companies.
- Representing the audit committee of a major Phoenix-based transportation company in connection with its investigation of financial whistleblower allegations.
- Investigating an NYSE-listed broker-dealer in connection with alleged insider trading activities and its eventual sale.
- Representing a financial services holding company in connection with various joint venture transactions and an SEC investigation relating to a financial restatement.
- Representing Del E. Webb Real Estate Investment Trust in matters relating to an activist shareholder, including a contested shareholders meeting.
- Representing the independent members of the Board of Ben & Jerrys in various governance matters and the eventual sale of the company Unilever, Inc.
- Representing the Board of AMERCO (parent of U-Haul International, Inc.) in a shareholder dispute and contested takeover effort.
- Representing major home builder in its unsolicited bid for an NYSE-traded home builder.
- Representing a private equity firm in various unsolicited (and contested) bids for public companies.
- Numerous board training and board self-evaluation engagements.
Selected Investigative Experience
- Representing the audit committee of a US public company based in China in a year-long investigation of suspected financial irregularities.
- Representing the audit committee of a national trucking company in connection with a whistleblower investigation of alleged financial irregularities.
- Representing the board of directors of a private equity-backed company in connection with an investigation of systematic embezzlement and other misconduct by the company’s CEO.
- Representing a major US-based airline in connection with the investigation of a bribery, extortion and kickback scheme involving the construction of a hanger and training facility.
Education
- The Ohio State University, J.D., summa cum laude
- The Ohio State University, B.A.
Admissions
- Arizona
Courts
- U.S. Ct. of App., Ninth Circuit
- U.S. Dist. Ct., Dist. of Arizona
- Named The Best Lawyers in America 2021 Lawyer of the Year for Corporate Compliance Law in Phoenix
- Recognized in IFLR100 as Highly Regarded in Arizona
- Recognized in Chambers USA since 2003 for Corporate/M&A in Arizona
- Recognized by Expert Guides in the 2018 and 2020 Best of the Best USA as one of the top 30 practitioners of corporate governance law in the world
- Recognized in The Best Lawyers in America for Corporate Governance Law, Corporate Compliance Law, Corporate Law, Mergers and Acquisitions, Securities/Capital Markets, an honor based on an exhaustive peer-review process
- Named a Southwest Super Lawyer every year since 2007, a distinction honoring the top 5% of lawyers in the state
- President American College of Governance Counsel and nationally recognized for work in the governance field
- Co-author, “Calling the Cavalry: Special Purpose Directors in Times of Boardroom Stress,” Harvard Law School Forum on Corporate Governance and Financial Regulation, June 17, 2019.
- Contributor, “It’s Time to Rein-In Proxy ‘Advisor’ Services,” Investors Business Daily, November, 2018.
- Author, “SEC Shouldn’t Dismiss Concerns about Proxy Advisers,” The Hill, November 8, 2018.
- Author, “Are Proxy Advisors Really a Problem?” The Harvard Law School Forum on Corporate Governance and Financial Regulation, November 7, 2018.
- Contributor, “Law Groups to SEC: Stop Autopilot Proxy Voting, Now,” Ignites, November 5, 2018.
- Editor and contributor, Director’s Handbook: The Field Guide to 101 Situations Commonly Encountered in the Boardroom, August 2017.
- Author, “Serving on Non-Profit Boards Could Be Riskier Than You Think,” The Arizona Republic, December 23, 2016.
- Author, “You’ve Sold Your Business. Now What?” The Arizona Republic, November 11, 2016.
- Author, “How to Sell Your Small Business,” The Arizona Republic, November 4, 2016.
- Author, “Thinking of Selling Your Private Company? Start Preparing Years in Advance”, The Arizona Republic, October 27, 2016.
- Author, “In Family Businesses, Independent Boards Can Bring Perspective Growth,” The Arizona Republic, October 21, 2016.
- Author, “Grow Your Business with Private Equity,” The Arizona Republic, October 13, 2016.