Current Employment Position(s)

Associate

Languages

• French

Lawyer Overview

Steve Coolbaugh concentrates his practice on matters involving general corporate, securities, and mergers and acquisitions law, which allows him to assist the Firm's public and private corporate clients buy and sell businesses and raise capital through the issuance of securities such as stock and bonds.

Steve's corporate finance experience results from representing public and private issuers in public and private offerings of debt and equity securities, including senior notes, public bonds, common stock, convertible preferred stock, warrants, and subscription rights. Additionally, Steve has represented public issuers and other companies in communications and negotiations with the Securities and Exchange Commission, the New York Stock Exchange, Nasdaq, and The Depository Trust Company. Steve has also gained experience in mergers and acquisitions by representing public and private companies in asset and stock purchase and disposition transactions and public companies in merger transactions valued at approximately $1.5 billion.

In addition, Steve's practice regularly involves corporate counseling. He has experience advising public companies regarding securities compliance and corporate governance issues, including periodic, current, and Section 16 reporting obligations and the continuing implications of the Sarbanes-Oxley Act of 2002. Most recently, he has represented the following Firm clients regarding securities offerings, merger and acquisition transactions, or securities compliance and corporate governance matters: Allen Telecom, Cleveland-Cliffs, Cole National Corporation, Cooper Tire & Rubber Company, John Carroll University, Morgenthaler Partners, MTC Technologies, Oglebay Norton Company, PolyOne Corporation, R.H. Donnelley Corporation, and Roadway Corporation.

Originally from Western New York, Steve is a member of the Ohio State Bar Association, the Cleveland Metropolitan Bar Association, and the New York State Bar Association. He currently serves as a trustee and the secretary of the Cleveland Association of Phi Beta Kappa.

Areas of Practice

• Employee Benefits & Executive Compensation
• Capital Markets

Representative Cases

• Acquisition
• Acquisition by Andrew Corp.
• Acquisition by BAE Systems
• Acquisition of Alpha Natural Resources, Inc , (2008)
• Acquisition of International Consultants
• Buyout
• Disposition
• Disposition
• Initial Public Offering
• Investment by Centerbridge Capital Partners
• Management Buyout
• Public Offering of Convertible Preferred Stock
• Public Offering of Notes by Cintas Corporation No. 2
• Recapitalization and Preferred Stock Offering
• Resale Public Offering
• Rule 144A and Regulation S Notes Offering
• Rule 144A Preferred Stock Offering
• Sale of Roadway

West Practice Categories

Affirmative Action -- Employee, Americans with Disabilities Act -- Employee, Banking & Finance Law, Business & Commercial Law, Employee Retirement Income Security Act (ERISA) -- Employee, Employee Rights -- Employee, Employment Contracts -- Employee, Employment Discrimination -- Employee, Employment Law -- Employee, Family Medical Leave Act (FMLA) -- Employee, Federal Employer,'s Liability Act (FELA) -- Employee, 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

• Ohio
• New York

Education

• SU of New York- Buffalo

Published Works

• 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
• Related Persons, Independence of Directors, and Executive Pay Disclosure: What the SEC Wants Now, 2006
• Final Executive Compensation and Related Person Disclosure Rules, 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