J. Russel Denton

experienced

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Contact Information

Austin

111 Congress Avenue
Suite 1700
Austin, TX 78701
P: +1.512.320.9275
F: +1.512.320.9292
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J. Russel Denton

Partner

Austin Office
111 Congress Avenue
Suite 1700
Austin, TX 78701
P: +1.512.320.9275
F: +1.512.320.9292

Russ has experience representing clients in mergers and acquisitions, proxy solicitations and other contests for corporate control, corporate governance and SEC compliance and disclosure matters. In addition, Russ has experience representing issuers and investors with respect to venture capital and private equity financings and other equity offerings, including public offerings.

Representative Experience

Mergers & Acquisitions

  • Represented a private equity fund in its acquisition of a healthcare IT division carve-out (2017)
  • Represented a medical device company in its $1.1 billion sale (2016)
  • Represented a medical device company in its $130 million sale (2016)
  • Represented a software company in its acquisition (2015)
  • Represented a software company in its acquisition of UAE-based company group (2015)
  • Represented a software company in the sale of a division (2015)
  • Represented a healthcare information technology company in its acquisition (2014)
  • Represented a marketing company in the sale of its printing division via two asset sale transactions (2013)
  • Represented a semiconductor company in its sale (2013)
  • Represented a provider of reinsurance and insurance in its attempted $3.5 billion hostile acquisition of a competing reinsurance company (2011)*
  • Represented a software company in its $2 billion sale to an affiliate of a private equity firm (2011)*
  • Represented a private foreign company in the sale of a U.S. subsidiary (2011)*
  • Represented a real estate investment trust in its $6.1 billion acquisition of a healthcare provider’s real estate assets (2010-2011)*
  • Represented a major credit card service in its acquisition of a software-based fraud prevention company (2010)*
  • Represented a telecommunications company in its $460 million acquisition of another telecommunications company (2010)*
  • Represented an energy corporation in a $6.4 billion spin-off of an energy exploration and production company (2010)*
  • Represented a pharmaceutical company in a $327 million divisional sale (2010)*
  • Represented an over-the-counter healthcare products company in its $1.9 billion sale to a global healthcare company (2009-2010)*

Venture Capital Financings

  • Represented a healthcare investment firm in a preferred stock financing in an interventional medical device company (2014)
  • Represented a mobile video company in its Series A Financing (2014)
  • Represented a cloud services brokerage and management company in its Series B financing (2014) and its Series A financing (2012)
  • Represented an oil exploration and production company in its Series A financing (2012)
  • Represented investors in numerous venture capital investments and secondary acquisitions

Equity/Debt Offerings

  • Represented a medical device company in its $92 million follow-on offering (2015)
  • Represented a medical device company in its $111.9 million follow-on/secondary offering (2014)
  • Represented numerous selling stockholders in secondary public offerings
  • Represented a pharmaceutical company in its proposed initial public offering (2012-2013)
  • Represented a medical device company in its $86.25 million initial public offering (2013)
  • Represented a real estate investment trust in connection with a $1.5 billion equity offering (2010)*
  • Represented an energy exploration company in a $300 million notes offering (2009)*

Exchange Act/Proxy Fights

  • Regularly counsels publicly traded companies regarding their general corporate and Exchange Act reporting and compliance matters
  • Representation of numerous clients in all facets of corporate governance, including shareholder rights plans and NOL rights plans, Rule 14a-8 shareholder proposals
  • Represented both companies and stockholders in numerous proxy contests, consent solicitations and related settlement agreements, including:
    • Represented investors in connection with threatened proxy contest at a networking company
    • Represented investors in connection with threatened proxy contest at a software company
    • Represented private energy services company in a consent solicitation at an independent energy company
    • Represented a heavy duty truck manufacturer in a proxy contest*
    • Represented a commodity trading and mining company in connection with settlement agreement with a primary aluminum production company*
    • Represented a provider of business and financial management solutions in connection with its settlement agreement*
    • Represented a private equity firm in connection with its successful consent solicitation to gain control of the Board of Directors of an e-commerce company*
    • Represented private investment firm in connection with threatened proxy contest at a communication equipment company*
    • Represented a network communications company in a proxy contest*

* Represents experience prior to joining Andrews Kurth

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