Steven M. Haas

Partner at Hunton Andrews Kurth LLP

Steven M. Haas

Steven M. Haas

Partner at Hunton Andrews Kurth LLP

Biography

Steven’s practice focuses on mergers and acquisitions, corporate law and corporate governance.

Steven is co-head of the firm’s mergers and acquisitions team. He represents clients on a wide variety of M&A transactions, including change-of-control transactions, strategic acquisitions and divestitures. He also regularly advises companies and boards of directors in connection with corporate governance, shareholder activism and other fiduciary duty matters.

Steven has been recognized nationally for his M&A and corporate governance practices. He is a fellow in the American College of Governance Counsel. In 2015, Law360 named him an M&A “Rising Star.” In 2013, he was named to the “40 under 40” list of legal counsel by The M&A Advisor. He was also named a “Rising Star of Corporate Governance” by the Millstein Center for Global Markets and Corporate Ownership at Columbia Law School.

Steven is the co-editor and contributing author of Corporate Governance: Law and Practice (LexisNexis), which is a two-volume/16-chapter treatise. He is also the co-author of Goolsby & Haas on Virginia Corporations (5th edition 2014, LexisNexis), which is the definitive guide to Virginia corporation law.

In addition, Steven has authored more than 35 articles that have appeared in legal and business publications such as The M&A Lawyer, Deal Lawyers, Corporate Governance Advisor, The Business Lawyer, and Delaware Law Review, among others. Several of his articles have been cited by the Delaware Court of Chancery and the Delaware Supreme Court. Steven contributes to the blogs Harvard Law School Forum on Corporate Governance and Financial Regulation and Deal Lawyers.com.

Steven is an appointed member of the Committee on Corporate Laws of the Business Law Section of the American Bar Association. This committee has jurisdiction over the Model Business Corporation Act, which is followed in whole or in part by a majority of states. He previously served as chairman of the ABA Corporate Governance Subcommittee on Current Developments and Emerging Issues. In addition, he has served as an adjunct professor of law at the University of Richmond School of Law, where he has taught a course on mergers and acquisitions.

Relevant Experience

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Represented Pebblebrook Hotel Trust in its successful $5.6 billion unsolicited takeover of LaSalle Hotel Properties

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Represented the special committee of a public company in negotiating strategic alternatives with the company’s controlling stockholder

* Represented Darden Restaurants in its $780 million acquisition of Cheddar’s Scratch Kitchen Restaurants
* Represented a leading defense contractor in numerous acquisitions of other defense and cyber security companies
* Represented Bank of the Cascades and its bank holding company, Cascade Bancorp, in their cash/stock merger with First Interstate BancSystem, Inc.

* Represented a custodian appointed by the Delaware Court of Chancery to sell Supreme Oil Company, Incorporated, to Stratas Foods LLC
* Represented ShenTel, a telecommunications services company, in its $800 million acquisition of NTELOS Holdings Corp., a publicly-traded wireless phone service provider, and in various related transactions with Sprint
* Represented The Hershey Company in its acquisition of the barkTHINs chocolate brand
* Represented the independent directors of Cleco Corporation, an NYSE-listed utility company, in its $4.7 billion sale to a consortium of investors led by Macquarie Infrastructure and Real Assets and British Columbia Investment Management Corporation
* Represented Stock Building Supply Holdings, Inc. in its $1.5 billion strategic stock-for-stock merger with Building Materials Holding Corporation to create one of the country’s largest lumber and building material supply companies
* Represented Kraft Foods Group, Inc. in its $46 billion merger with H.J. Heinz Co.
* Represented Wilshire Bank in its strategic merger with BBCN Bancorp Inc.
* Represented Cascade Bancorp in its successful topping bid to acquire Home Federal Bancorp, Inc., a NASDAQ-listed bank
* Represented Seamobile, Inc./MTN Communications, a venture capital-backed telecommunications company, in connection with its sale to Emerging Markets Communications
* Submitted an amicus brief to the U.S. Court of Appeals for the Second Circuit in Trinity v. Wal-Mart with respect to shareholder proposals submitted under Rule 14a-8, which brief was cited by the court
* Represented numerous companies and REITs in responding to activist hedge funds
* Represented CapLease, Inc. in its $2.2 billion sale to American Realty Capital Properties, Inc. and related “go-shop” sale process
* Represented the special committee of Colonial Properties Trust (NYSE) in its $8.3 billion stock-for-stock merger with MAA/Mid-America Apartments
* Represented Darden Restaurants in its acquisition of Yard House USA, Inc., an innovative restaurant business
* Represented Progress Energy in its $30 billion modified merger-of-equals with Duke Energy to create the country's largest regulated utility
* Advised several private equity firms and their portfolio company on numerous acquisitions, including the $560 million acquisition of a NASDAQ company
* Advised a NASDAQ company and its special committee in an all-cash sale to a foreign acquiror
* Represented Raytheon Company in its $500 million all-cash tender offer to acquire Applied Signal Technology, a NASDAQ-listed defense company
* Represented a controlling stockholder in a $1.2 billion sale of its controlled public company to a pharmaceutical company
* Represented AmeriCredit Corp. in its $3.5 billion all-cash sale to General Motors
* Represented a Fortune 50 company in its $11.7 billion acquisition of public consumer products company
* Represented a target company board of directors in a merger involving a “go-shop” provision leading to a favorable reported decision in the Delaware Court of Chancery
* Assisted in the representation of the former directors and officers of an insurance company leading to first-impression decisions in the Delaware Supreme Court and Delaware Court of Chancery rejecting the doctrine of “deepening insolvency” as a theory of director liability
* Represented a private equity fund in a transaction dispute resulting in a landmark decision by the Delaware Court of Chancery in ABRY Partners V, L.P. v. F&W Acquisition, LLC

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Partner at Hunton Andrews Kurth LLP

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Steven M. Haas
Partner at Hunton Andrews Kurth LLP
Education
JD
Class of 2004

Founded by Thomas Jefferson in 1819, the University of Virginia School of Law is a world-renowned training ground for distinguished lawyers and public servants. Consistently ranked among the top law schools in the nation, Virginia has educated generations of lawyers, instilling in them a commitment to leadership, integrity and community service. Virginia is justly famous for its collegial environment that bonds students and faculty, and student satisfaction is consistently cited as among the highest in American law schools. At Virginia, law students share their experiences in a cooperative spirit, both in and out of the classroom, and build a network that lasts well beyond their three years here. With more than 20,000 students and a faculty of more than 2,100, the University of Virginia has been ranked first or second among the nation's public universities since 1984. The University's diverse intellectual life is open to law students: Up to 12 credits from other departments may be counted toward the J.D. degree.

BA
Class of 1999

Hampden-Sydney College is a private liberal arts college for men. Forbes Magazine, US News and World Report, and The Princeton Review have all included Hampden-Sydney among the best private colleges in America. In continuous operation since November 10, 1775 (Patrick Henry and James Madison were among its first Trustees), Hampden-Sydney is the tenth oldest institution of higher learning in the United States, holds the oldest (1783) private charter in the South and is the oldest of the country's few remaining colleges for men. For more than 200 years, Hampden-Sydney has carried out its mission to "form good men and good citizens in an atmosphere of sound learning." The plaque on our front gate says it all: "Come here as youths so that you may leave as men." HUC VENITE IUVENES UT EXEATIS VIRI. Hampden Sydney graduates thoughtful, honorable men who are prepared to serve society on a regional, national, and global level. - See more at: http://www.hsc.edu/About-Hampden-Sydney.html#sthash.qcioCbi1.dpuf

Memberships
Notes Editor
Prior

For over one hundred years, the Virginia Law Review has been one of the most prestigious publications of the legal profession. On April 23, 1913, the Virginia Law Review was permanently organized. Volume I carries this forward: With this number the Virginia Law Review begs to introduce itself to an indulgent public. The editorial work is entirely in the hands of . . . students, not one of whom has had previous experience with work of this character. It is hoped that the crudities of this first effort in the line of published comment on the work of the courts may be less glaring in the future numbers when the editors have become more experienced.

Career History
Partner
2004 - Current

Andrews Kurth LLP is a Houston, Texas based international law firm founded by Frank Andrews and U.S. Congressman Thomas Henry Ball in 1902 and later joined by Melvin Kurth in 1913. The firm currently has over 400 attorneys in its offices in major energy, financial, and political centers worldwide, including London, Beijing, Dubai, Dallas, New York City, Washington, D.C., and Houston. The firm is currently led by Bob Jewell as Managing Partner and Thomas Perich as Chairman.

Political Donations
$250
2008
Transactions
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Franchise Group, Inc. purchases Buddy's Newco LLC from Vintage Capital Management LLC

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First Citizens BancShares, Inc., First-Citizens Bank & Trust Co. (Raleigh, North Carolina) purchase Entegra Financial Corp.

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First Interstate BancSystem Inc. purchases Cascade Bancorp (Oregon)

Other Affiliations

Steven M. Haas is affiliated with Hunton Andrews Kurth LLP

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