Business & Corporate Law

Mr. Stoker represents both publicly and privately-held companies in general corporate and governance matters.  His relevant experience in this area includes:

• Serve as outside general counsel to the Mid-Atlantic regional distributor of a major line of golf course maintenance and care equipment, advising on matters including strategic planning, business operations and real estate
• Counsels clients with regard to choice-of-entity issues and general business structuring
• Negotiates and drafts formation and governance documents, including buy-sell agreements  
• Counsels special committees and directors on duties and authority 
• Provides guidance and strategy in closely-held company disputes
• Counsels minority investors and rollover management teams regarding governance protections and special rights

Mergers & Acquisitions

Mr. Stoker represents middle-market companies in acquisition and sale transactions, whether structured as asset or equity deals.  His experience includes advising on go-to-market strategies and diligence efforts, negotiating definitive documents and handling the mechanics of closing and post-closing matters. Representative deals include:

• The sale of an intelligence community contractor to a private equity fund for approximately $180 million, including a pre-sale merger and conversion transaction to facilitate tax-deferred rollover equity
• The sale of two distressed affiliated non-profit hospitals to a for-profit healthcare system for approximately $61 million
• The sale of a third-party debt collection company and several subsidiaries and affiliated entities to a private-equity backed healthcare solutions system for approximately $50 million. 
• The sale of a temporary staffing and recruitment company to a NYSE-listed company for approximately $20 million.
• The sale of a general contracting and construction services company to a private equity fund for approximately $12 million
• Acquisitions of assets from distressed companies to expand buyer clients’ market share & other strategic benefits

Securities

Mr. Stoker's represents issuers and investors in the private placement of debt and equity securities. He also advises companies on equity-based compensation plans, including the use of restricted equity, options, appreciation rights and phantom equity. Representative deals include:

• The private placement of LLC interests aggregating over $4,000,000 on behalf of an issuer in the hospitality sector
• The private placement of Series Seed Preferred Stock aggregating over $5,000,000 on behalf of an issuer in the cybersecurity space
• The private placement of limited partnership interests on behalf of a private equity fund issuers
• The purchase of Series A Preferred Stock by an investor serving as the lead investor for the financing round
• The purchase of convertible debt by a fund investor with a focus on providing initial financing to start-up companies in the technology and engineering space

Cyber Security, Data Management & Privacy

Mr. Stoker's practice also involves data security and privacy matters.  He provides guidance on a number of matters including:

• Notices to both regulatory agencies and affected end customers disclosing security incidents and data breaches
• Negotiating representations and warranties regarding data security and privacy practices for M&A transactions, capital raising and other contractual relationships
• Assisting in M&A due diligence and negotiating separate liability and indemnity obligations regarding data security and privacy matters

Transactional Tax

Mr. Stoker's background as a certified public accountant provides him valuable insight into tax issues his clients face.  He provides guidance in tax efficient structuring of mergers, acquisitions, joint ventures and compensation.