Steven Kaplan serves as corporate and securities counsel to a wide range of corporations, including those in financial services, healthcare, information technology, transportation, and a variety of other industries, with emphasis on mergers, acquisitions and divestitures, public and private securities offerings, corporate governance, and US Securities and Exchange Commission (SEC) compliance matters. He previously headed the firm's Corporate and Securities practice through two decades of growth and international expansion.

Mr. Kaplan has broad experience in cross-border matters. He recently represented Komatsu Ltd. in its $2.9 billion acquisition of Joy Global Inc., an NYSE-listed mining equipment manufacturer. He led the firm's representation of a Canadian healthcare company in its initial acquisition in the US and additional follow-on acquisitions in the Northeast region. Among other transactions, he represented CSX Corporation in selling its international port assets to DubaiPorts World, including significant facilities in seven countries, most of which were held in joint ventures or as minority investments with related management agreements.

Other international experience includes representing a number of European pharmaceutical and medical equipment companies in US mergers and acquisitions and commercial matters, representation of a Japanese chemical and industrial company in US investments, and representation of US companies in sales of businesses to and purchases of businesses from foreign companies.

Mr. Kaplan is known for his insight into business problems, his strategic vision, and his creativity in structuring novel transactions. He was a principal architect of the transaction that created Sovran Financial Corporation as Virginia's largest banking organization and subsequent transactions that led to the formation of one of the principal predecessors to the current Bank of America. He also was instrumental in the creation of Pennsylvania's largest banking organization and its diversification into a wide range of financial services, including investment advisory services, mutual fund processing, securities brokerage, and mortgage banking. Mr. Kaplan was the lead attorney in the first bank-level trust preferred securities offering and the first US public offering of Australian dollar denominated debt by an Australian issuer.

Chambers USA has consistently identified Mr. Kaplan as one of Washington's leading corporate/commercial lawyers, characterizing him as "very experienced", "confident", "practical", and recently commented on his "pragmatic problem-solving abilities." He has been the lead attorney on scores of business combination and divestiture transactions valued in the tens of billions of dollars; several billion dollars of public and private securities offerings on behalf of issuers, underwriters, and selling securityholders; and a number of significant joint ventures. He regularly represents public companies and their boards in corporate governance matters. Mr. Kaplan also has represented a variety of clients in domestic and international commercial transactions, internal investigations and risk assessments, securities and financial institution regulatory matters, senior executive employment and severance agreements, and data breaches.

Experience

For more than 40 years, Mr. Kaplan has represented clients in well over 100 mergers, acquisitions, and joint ventures valued in the tens of billions of dollars across a wide range of industries. These transactions have involved, among many other issues, public and private companies, private equity sponsorship, and founder-controlled companies; transactions involving stock, assets, alternative entities, and significant pre-transaction restructuring activities; cash/stock elections, earn-outs, escrows, holdbacks, contingent consideration, seller financing, and retained interests; transactions involving substantial human and intellectual capital; and utilization of the bankruptcy process. In the course of these representations, Mr. Kaplan has been called upon to represent parties in disputes among investors, boardroom disputes, and significant indemnification claims. Some of the more significant examples of Mr. Kaplan's extensive M&A experience are described below.

Financial Services

  • Scores of merger, acquisition, divestiture, sale, and joint venture transactions involving banks, thrifts, investment advisers, broker-dealers, mortgage banks, credit card issuers and processors, merchant servicing, equipment leasing, corporate trust operations, payment processing and cash remittance, and mutual fund processing.
  • Mergers of equals that represented the largest transactions of their type at the time.
  • Representation of investment banks as financial advisers.
  • Cain Brothers in its own divestiture of Cain Brothers Asset Management and the sale of its broker-deal subsidiary to KeyBanc Capital Markets.

Healthcare, Life Sciences and Medical Technology

  • CML Healthcare (Canada) in its acquisition of American Radiology Services and in follow-on transactions.
  • GenVec, Inc. in its stock acquisition of Diacrin Inc.
  • Meridian Medical Technologies in its acquisition by King Pharmaceuticals.
  • Spacelabs, Inc. in its acquisition by Instrumentarium.
  • Cain Brothers in its role as financial adviser in a number of healthcare and medical technology merger and acquisition transactions.

Commercial and Industrial

  • Komatsu Ltd. in its acquisition of Joy Global Inc.
  • The Kroger Co. in its acquisition of Harris-Teeter Supermarkets.
  • CSX Corporation in the sale of its global port assets to Dubai Ports International and in the sale of The Greenbrier to Justice Family Group, LLC.
  • SAVVIS, Inc. in its acquisition of Fusepoint, Inc.
  • Asahi Kasei Corporation in connection with investments in US high-tech businesses.

Perspectives

USA Corporate M&A Chapter
Chambers Global Practice Guides 2017
The SEC's Evolving Scrutiny of Private Equity Firms: KKR Hit with an Unprecedented Enforcement Action for Broken Deal Expense Misallocation
Journal of Investment Compliance Vol 16: Issue 4
KKR And The Evolving Scrutiny Of Private Equity Firms (pdf)

Securities Law360, Private Equity Law360

The SEC's Evolving Scrutiny of Private Equity Firms: KKR Hit with an Unprecedented Enforcement Action for Broken Deal Expense Misallocation
Arnold & Porter Advisory

Recognition

Chambers USA
Corporate/M&A and Private Equity (DC) (2006-2018)
Best Lawyers
Corporate Law (2007-2018)
The Legal 500 US
M&A Middle-Market (sub-$500m) (2012-2014, 2016-2017)
M&A: National Firms – Large Deals (2008, 2009)
Corporate Governance and SEC; International Mergers & Acquisitions (2007)
More

Credentials

Education
  • JD, Georgetown University Law Center, 1978, magna cum laude
  • BA, Economics, New College, 1975
Admissions
  • District of Columbia
  • United Kingdom, Registered Foreign Lawyer
Activities
  • Member (2004-2007), Municipal Securities Rulemaking Board (Governance Committee Chair (2006-2007))
  • Member, Economic Club of Washington
  • Member, Japan Commerce Association of Washington
  • Member, Board of Directors, Washington Performing Arts Society (Executive, Finance and Governance Committees)
Overview

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