Vicki Westerhaus, co-chair of the firm's Governance, Risk and Compliance practice division, represents publicly- and privately-held companies on a wide range of business matters, including corporate governance, securities law compliance, mergers and acquisitions, joint ventures, securities offerings and investment management. She has significant experience in advising senior management, boards and committees on fiduciary duty issues, SEC reporting requirements, proxy statement and activist proxy matters, Section 16 securities ownership reports and insider trading matters. Vicki also represents companies in franchise matters, distribution and supply contracts, technology and product license agreements, research and development agreements and consulting agreements. Vicki’s experience has enabled her to serve clients engaged in a variety of businesses, including healthcare and clinical research, digital services, navigation and wireless devices, health insurance, real estate investment trusts in the data center, entertainment, recreation and rental property industries, banking and investment services, manufacturing, construction, biosciences and consulting.
Corporate Structure & Governance: Counseled senior managers, boards and committees on corporate governance, fiduciary duties, conflicts of interest, compliance programs, takeover defense, strategic alliances, acquisitions and divestitures and corporate structure and choice of entity issues.
Securities and Corporate Finance: Securities counsel with significant experience preparing filings under the Securities Exchange Act of 1934 and securities law compliance generally for NIC Inc.; Garmin Ltd. and other public companies. Public and private offerings of equity and debt securities, ranging from registration statement offerings to venture capital transactions.
Mergers and Acquisitions: Significant experience in mergers, stock purchase agreements, asset purchase agreements, spin-offs, reorganizations, consolidation of subsidiaries, joint ventures and strategic alliances for clients in a variety of industries.
Money Manager Regulation: Advised companies on investment adviser, broker-dealer and investment company matters.
Franchises and Distributions: Representation of clients in distribution, franchise and licensing matters.