Photo of Eric M. Fogel

Eric M. Fogel

Partner

Education

University of Michigan, J.D., 1986

University of Michigan, M.B.A., 1986

University of Michigan, M.A., 1980

Pomona College, B.A., 1977, summa cum laude

Admissions

Illinois

Eric Fogel is a strong force in the world of corporate law. With nearly three decades of experience, Eric has served as lead counsel on some of the country’s largest and most complex transactions. When clients are looking for a strategy on how to get the deal done, Eric Fogel is the attorney they call.

Eric is a partner in the firm’s Chicago office and chair of the Corporate Practice Group. He has significant experience in federal and state securities laws, Investment Advisor Act compliance, SEC interaction, mergers and acquisitions, and financing. He closely advises chief executive officers, board members, and general counsel throughout the nation and has handled capital transactions involving hundreds of millions of dollars. He often works with his clients in an “outside general counsel” capacity and counsels hedge funds, venture capitalists, and private equity firms in various transactions.

With more than twenty-nine years in the legal practice, Eric’s depth of experience and knowledge of the Chicago business market are unmatched. His practice includes: corporate and board governance for public companies and private (for-profit and not-for-profit); board and corporate investigations; fund formation, investment adviser compliance and regulation; insurance regulatory compliance; domestic and global merger and acquisition activity; representation before the Securities and Exchange Commission; tender offers and proxy fights on behalf of insurgents and incumbents; securities arbitrations and hearings; and securities law compliance including the 1933, 1934 and 1940 acts.

Prior to his legal career, Eric worked as a stockbroker, which provided him a unique opportunity to understand capital markets, their participants, and their driving forces. He also understands the pressures and realities that board members are faced with firsthand, having served on multiple public and private Boards of Directors himself.

Honors

  • Selected for inclusion in Chambers USA ranking, 2011-2013, 2015
  • Selected by the Leading Lawyers Network as a "Leading Lawyer" in closely and privately held business law, mergers and acquisitions law and securities and venture finance law

Memberships & Involvement

  • Member: Chicago Bar Association
  • Executive Committee Member and Treasurer: Phi Beta Kappa Association of the Chicago Area (2007-2008)

Experience

Securities and Exchange Act of 1934: Significant experience with 14a (proxy statements), 14c (information statements), 14d (tender offers), and 13e-3 (going private).

  • Numerous successful tender offers including representation of a Fortune 500 company in tender offer of a NYSE company and a NASDAQ company – one of the largest tender offers in U.S. history.
  • Numerous proxy fights, and successful representation of clients before the SEC in administrative actions.
  • Significant 13-D/G experience including litigation of 13-D issues in three states on different deals.
  • Significant experience with Rule 144, Section 16 and sales of restricted securities (on behalf of issuers, hedge funds and venture capital funds).
  • Significant experience in drafting and reviewing periodic reports (10-Ks, 10-Qs, 14A’s) and 8-K’s. Extremely familiar with SEC disclosure obligations and Regulations S-K and M-A.

Securities Act of 1933: Significant experience in ’33 Act offerings for issuers and underwriters including counsel for a Fortune 500 company in its initial public offering (largest equity offering in U.S. history at the time), counsel to a NASDAQ company for its secondary offering, and counsel to underwriters for offerings for public companies. Significant experience in Regulation D offerings including fund formation and scores of institutional private placements (e.g., counsel for syndicates investing hundreds of millions), and venture capital deals for both issuers and venture capitalists.

Sarbanes-Oxley: Significant experience with Sarbanes-Oxley, particularly implementation of Section 404, independence standards and conflicts of interest. Extensive experience with corporate governance matters, particularly audit committees and special and independent committees of the Board.

Investment Advisors Act of 1940: In-depth experience with Form ADV issues and the regulation of advisors and money managers and fund formation. Particular experience in acquisition of ’40 Act entities, compliance issues, “soft” dollars and record keeping. Successfully defended ’40 Act clients before the SEC in administrative proceedings. Lead counsel on acquisitions of money managers and investment advisors.

Mergers and Acquisitions/Financings/Fairness Opinions: Sophisticated handling of mergers and acquisitions on buy-side and sell-side, including regulated industries and those requiring Hart-Scott-Rodino approvals and acquisitions of financial and insurance institutions. Vast experience negotiating and documenting arbitrage transactions. Has represented banks and borrowers on credit facilities aggregating hundreds of millions of dollars. Called upon by investment banks and clients to advise on fairness opinions.

Publications

Presentations & Events