- Bankruptcy & Creditors’ Rights
- Commercial Contracts
- Commercial Lending
- Commercial Litigation
- Corporate & Securities
- Corporate Governance
- COVID-19 Resource Center & Task Force
- General Counsel Capability
- Insurance Transactions
- Joint Ventures & Strategic Alliance Agreements
- Mergers & Acquisitions
- Money Management/Investment Adviser
- Securities & Capital Markets
- Securities Enforcement
- Shareholder Activism
- Venture Capital & Private Equity
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
Eric Fogel is a strong force in the world of corporate law. With 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 handles global compliance, policies and procedures, complex contracts, joint venture agreements, mergers and acquisitions, insolvencies and restructurings, agriculture and cooperative law, private equity, chemical industry law, internal and external investigations, business ethics, global ethics and compliance training, FCPA, anti-bribery compliance, ITAR, EAR and OFAC counseling, product certifications and labeling, customs clearance, export control programs, antitrust counseling, regulatory response, FDA counseling, supply chain, data privacy and information security, data breaches, and REACH compliance. He has significant experience in federal and state securities laws, international business and law, advising Special Committees of boards of directors, Investment Advisor Act compliance, SEC interaction, mergers and acquisitions, financing, and assignments for the benefit of creditors. 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. Eric routinely advises clients on antitrust issues and compliance issues with respect to contracts, pricing, vendors, customers, distributors, franchises and joint venture partners, both domestically and around the world.
Eric advises clients on cryptocurrency and blockchain issues including compliance, tax issues, manufacture of cryptocurrency product, SEC enforcement, Tokenization / ICO Solutions, Initial Liquidity Offerings (ILOs), “Bitlicensing” / crypto currency exchange license, digital asset custody, crypto mining guidance, digital asset trading platforms (exchanges), advisory opinions on legal status of specific tokens, anti-money laundering (AML) and Know-Your-Customer (KYC) Best Practices, Howey Test and securities regulation. Eric serves as the co-chair of the Cryptocurrency, Blockchain and FinTech Group.
On behalf of his clients, Eric also manages complex corporate litigation and arbitration involving such matters as shareholder disputes, breach of contract, breach of fiduciary duties, securities laws, FINRA compliance, private equity, investment management and battles for corporate control, including proxy and tender offer litigation. His litigation and arbitration matters have been in federal and state jurisdictions across the nation.
With more than 30 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.
- Selected for inclusion in Chambers USA as a Corporate/M&A Recognised Practitioner: 2015-2018
- Selected for inclusion in Chambers USA Corporate/M&A Band 4: 2011-2013
- 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
- SmithAmundsen Executive Committee
- Member: Chicago Bar Association
- Executive Committee Member and Treasurer: Phi Beta Kappa Association of the Chicago Area (2007-2008)
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.
- Advising Special Committees of boards of directors.
- 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.
News & Press Releases
- USLAW Magazine, March 22, 2018
Presentations & Events
- More Regulation and Opportunities for Companies and Banking: What Businesses Can Expect from the Biden AdministrationSmithAmundsen, Webcast, March 31, 2021
- Better Business Bureau, Webcast, November 12, 2020
- Bankruptcy and Alternatives for Business Owners: Timely Action to Take Now in Dealing with Your Bank and LandlordSmithAmundsen, Webcast, June 17, 2020
- SmithAmundsen Seminar, Chicago, IL; Webinar, February 21, 2018
- Association for Corporate Growth; Webinar, October 11, 2017
- Illinois Chamber of Commerce, Seminar, June 22, 2016
- SmithAmundsen and Dresner Corporate Services, Chicago, Seminar, May 25, 2016
- Accessing CapitalIllinois Chamber of Commerce, Webinar, July 16, 2015