Amy E. Culbert

Overview

• Represents public and private companies with respect to securities law compliance and corporate governance matters, including Securities and Exchange Commission reporting obligations, compliance with Sarbanes-Oxley Act and stock exchange rules, general disclosure issues and executive and equity-based compensation matters
• Advises public and private companies in connection with acquisition/disposition transactions
• Advises companies in connection with capital raising transactions, such as initial public offerings, secondary public offerings, shelf registrations, registered direct offerings, PIPE transactions, private placements and venture financings
• Member of Oppenheimer’s Policy Committee

Representative Experience

• Public company/corporate governance counsel to The Toro Company, BioSante Pharmaceuticals, Inc., Tornier N.V. and Northern Technologies International Corporation
• Securities offerings by BioSante Pharmaceuticals, Inc. (Several Underwritten, Registered Direct and PIPE transactions - $130MM); Merrill Corporation (IPO - $253MM and Rule 144A Debt Offering - $140MM); and Select Comfort Corporation (IPO and Secondary Public Offering)
• Sales and purchases of public and private companies: purchase by Tornier N.V. of OrthoHelix Surgical Designs, Inc. ($135MM); purchase by BioSante Pharmaceuticals, Inc. of Cell Genesys, Inc. ($35MM); sale of ev3 Inc. to Covidien plc ($2.6 billion); purchase by ev3 Inc. of FoxHollow Technologies, Inc. ($741MM); sale of Arizant Inc. to private equity firm (undisclosed); purchase by Ronald Offutt of RDO Equipment Co. in tender offer and going private transaction ($30MM); reverse spin-off by Ceridian Corporation of Arbitron, Inc.; and sale of VidaMed, Inc. to Medtronic, Inc. ($326MM)