Coolbaugh, Stephen P.

Current Employment Position(s)

Partner

Languages

• French

Lawyer Overview

Steve Coolbaugh concentrates his practice on executive and director compensation matters. He assists public and private company clients with the design, development, and implementation of stock- and nonstock-based pay programs and policies for their directors, executives, and other employees and with disclosure and communications regarding pay programs and policies to directors, employees, regulators, stock exchanges, and other stakeholders. He also helps clients identify, understand, and manage business, regulatory, and legal changes that impact their executive and director compensation programs and policies.

Steve advises on equity and nonequity compensation plans and arrangements, employment contracts, change-in-control or severance agreements, compensation award agreements, mergers and acquisitions arrangements, separation agreements, and a variety of other executive or director compensation arrangements. He also designs, prepares, reviews, and comments on securities and other public disclosure for public company clients regarding their executive and director compensation arrangements. A large portion of Steve's practice involves counseling clients with respect to complicated matters at the intersection of tax, corporate, and securities laws affecting executive and director compensation, including Section 16, securities compliance, corporate governance, and U.S. Securities and Exchange Commission reporting and disclosure issues.

Steve's recent representations have included working with more than 45 of Jones Day's public company clients, including approximately 15 Fortune 500 companies, on executive and director compensation, Section 16, or compensation disclosure matters.

Areas of Practice

• Employee Benefits & Executive Compensation
• Corporate Governance
• Capital Markets
• Executive Compensation

Representative Cases

• Allen Telecom acquired by Andrew Corp.
• Allen Telecom completes a public offering of $50 million of Series D Convertible Preferred Stock
• Cleveland-Cliffs completes $172 million of Redeemable Cumulative Convertible Perpetual Preferred Stock in a Rule 144A offering
• Cliffs Natural Resources proposes to acquire Alpha Natural Resources for $10 billion , (2009)
• Dana Corporation issues stock to Centerbridge Capital Partners , (2009)
• Everstream Holdings sells business to Concurrent Computer
• KeyBanc completes a public offering of $250 million of 6.15% Senior Notes by Cintas Corporation No. 2
• Morgenthaler acquires assets of Skill Tool & Die , (2009)
• MTC Technologies acquires International Consultants
• MTC Technologies completes IPO of $85 million of Common Stock
• MTC Technologies is acquired by BAE Systems , (2009)
• Oglebay Norton issues $80 million of Convertible Preferred Stock to former common shareholders as part of bankruptcy reorganization
• PolyOne Corporation sells Engineered Films Business to a management investor group
• PolyOne sells Elastomers and Performance Additives business
• R.H. Donnelley issues $1.1 billion of Common Stock in resale public offering upon completion of the Dex Media acquisition
• Roadway Corporation acquired by Yellow Corporation , (2009)
• Roadway issues $225 million of Senior Notes in a Rule 144A and Regulation S offering
• SunPower and Total partner to create new global leader in solar industry with $1.4 billion tender offer , (2011)

West Practice Categories

Affirmative Action -- Employee, Americans with Disabilities Act -- Employee, Banking & Finance Law, Business & Commercial Law, Business Organizations, Corporate Governance, Employee Retirement Income Security Act (ERISA) -- Employee, Employee Rights -- Employee, Employment Contracts -- Employee, Employment Discrimination -- Employee, Employment Law -- Employee, Employment Law -- Employer, Family Medical Leave Act (FMLA) -- Employee, Federal Employer,'s Liability Act (FELA) -- Employee, Mergers, Acquisitions & Divestitures, Municipal Employment -- Employee, Occupational Safety & Health Act (OSHA) -- Employee, Pensions, Benefits & Compensations -- Employee, Sexual Harassment -- Employee, Wage & Hour Laws -- Employee, Whistleblower -- Employee, Worker Adjustment and Retraining Notification (WARN) Act -- Employee, Wrongful Termination -- Employee

Bar Admissions

• New York
• Ohio

Education

• Georgetown University
• SU of New York- Buffalo

Published Works

• SEC Adopts Final "Say-on-Pay" Rules, 2011
• Revised Executive Compensation Requirements for Participants Under the Troubled Assets Relief Program, 2009
• 2009 Proxy Season Update: RiskMetrics FAQs Regarding Updated 2009 Compensation Policies, 2009
• Putting the Brakes on Executive Pay: Executive Compensation Limitations for Financial Institutions Participating in the Troubled Assets Relief Program under the Emergency Economic Stabilization Act of 2008, 2008
• Final Executive Compensation and Related Person Disclosure Rules, 2006
• Related Persons, Independence of Directors, and Executive Pay Disclosure: What the SEC Wants Now, 2006
• Raiders of the Lost . . . Sub? The Potential for Private Claims of Ownership to Military Shipwrecks in International Waters: The Case of Japanese Submarine I-52, Buffalo Law Review, 2001

Address

North Point
901 Lakeside Avenue
Cleveland, OH 44114-1190

Phones

1.216.586.7226 (Business Phone)

Faxes

1.216.579.0212 (Business Fax)

Emails

Contact Us (Business Email)

Websites

http://www.jonesday.com