Photo of Vic  Peterson

Vic Peterson

Partner

Education

University of Chicago Law School, J.D., 2001

Northwestern University, Ph.D., 1998

Northwestern University, M.A., 1993

Colorado College, B.A., 1989, magna cum laude

Admissions

Illinois

Victor has significant experience in securities law, mergers and acquisitions, general corporate and commercial contracts law and corporate governance. In securities law, he has researched numerous regulatory issues, prepared various SEC disclosure documents for reporting companies and investors, and worked on tender offers. Additionally, he has worked on many acquisitions of companies. He has worked with his clients on LLC operating agreements, partnership agreements, shareholders’ agreements and other formation documents.

Memberships & Involvement

  • Member: American Bar Association; Illinois State Bar Association; Chicago Bar Association

Experience

Securities Law

  • Prepared Schedules 13D and TO, amendments and SEC response letters, and researched numerous issues in two hostile tender offers
  • Drafted shareholder disclosure documents for a cash-out merger following a negotiated tender offer
  • Researched securities regulations on “naked short” stock sales and restrictions on resale of securities issued in an exempt exchange under Section 3(a)(10)
  • Drafted and filed SEC registration statements on Forms S-1, S-3 and 8-A in equity IPO and secondary offering and 144A debt offerings
  • Drafted offering memoranda, indentures, registration rights agreements, prospectus supplements, etc. in 144A debt offerings
  • Drafted, reviewed and revised proxy statements and SEC reports on Forms 10-K, 10-Q and 8-K
  • Prepared SEC filings for Section 13 beneficial owners and Section 16 insiders
  • Prepared and filed confidential treatment requests
  • Drafted private placement memoranda for exempt offerings
  • Prepared Schedules 13D and TO, amendments and SEC response letters, and researched numerous issues in two hostile tender offers

Mergers and Acquisitions

  • Drafted joint venture agreement for a biofuel refinery
  • Drafted limited partnership and operating agreements, offering memoranda and subscription agreements for two start-up companies
  • Drafted acquisition agreement for a physical therapy business
  • Drafted agency agreement between insurer and broker and related financing documents
  • Negotiated and drafted stock and asset purchase agreements and merger agreements
  • Drafted letters of intent, legal opinions, escrow agreements and other transaction documents
  • Supervised former junior associates on due diligence, due diligence memoranda and disclosure schedules

General Corporate and Commercial Contracts Law

  • Drafted partnership dissolution agreement; advised on dissolution of corporation
  • Researched bylaw provisions on indemnification of directors and advancement of litigation expenses
  • Draft forbearance agreement for bank with defaulted loan
  • Prepared client alert memoranda on material adverse effect clauses and executive compensation rules
  • Performed audit of client contracts and trained client personnel on contract terms and conditions
  • Drafted vendor, sales and service contracts and standard terms and conditions
  • Drafted shareholders’ and directors’ resolutions
  • Advised clients on corporate formalities and veil piercing, exempt securities transactions, contract termination and rescission, various banking law issues, etc.

Corporate Governance

  • Advised public company client on renewal of stockholder rights plan (“poison pill”)
  • Researched and prepared memoranda on director independence requirements, takeover defenses, advance notice and hedging disclosure bylaws, exchange and tender offers, etc.

News & Press Releases

Publications

Presentations & Events