Troy M. Calkins

Partner

Chicago

(312) 569-1150 phone
(312) 569-3150 fax

Troy M. Calkins is a partner in the firm’s Corporate and Securities Practice Group. He focuses his practice on public and private securities offerings, counseling public reporting companies, corporate governance and counseling special or independent board committees.

Securities Transactions. Troy represents issuers and underwriters or placement agents in connection with public offerings and private placements of debt and equity securities. He also represents public and private acquirers and targets in mergers, tender offers and other acquisition transactions.

Public Company Counseling. Troy advises a number of public companies with respect to their ongoing compliance with the federal securities laws and corporate governance issues. Representative clients include a diversified manufacturing company, a manufacturer of over-the-counter and generic prescription pharmaceuticals, a retail drugstore chain and an information technology consulting company.

Board Committee Counseling. Troy acts as independent counsel for both special and standing committees of boards of directors in connection with related party transactions, special investigations and corporate governance issues.

In General. Troy graduated from the University of Michigan Law School in 1991. He received a degree in international relations, with honors, from Michigan State University. Troy is admitted to practice in Illinois and the District of Columbia.

 

 

 

 

Representative Matters

Securities Transactions

  • Public offerings totaling $2.3 billion for a Fortune 50 food and drug retail company;
  • Rule 144A offerings totaling $2.5 billion for an industrial machinery company;
  • A Rule 144A offering of $110 million in convertible notes for a manufacturing company in the technology sector;
  • An initial public offering and several follow-on public offerings for a software company;
  • An initial public offering for a medical technology company;
  • Several rounds of venture capital financing for a medical device manufacturer; and
  • Several rounds of venture capital financing and the $450 million sale of a disease management company.

Board Committee Counseling

Representative engagements include serving as:

  • standing counsel to the nominating and governance committee of a hotel company;
  • special counsel to a special committee of independent directors of a software company in connection with its acquisition by its 90 percent majority owner;
  • regular counsel to the audit committee of an insurance company in connection with several transactions with its majority owner;
  • special counsel to the audit committee of a furniture manufacturer in connection with its investigation of a restatement of its financial statements; and
  • special counsel to a standing committee of independent trustees of a REIT in connection with related party transactions.

Publications

05/15/2013
Client Alert
Fair Disclosure and Social Media
04/03/2013
Client Newsletter
Securities Update March 2013
09/13/2012
Corporate & Securities Alert
SEC Adopts Final Conflict Mineral Rules
09/01/2012
Securities Update - September 2012
06/28/2012
Securities Update - June 2012
04/10/2012
Corporate & Securities Alert
The JOBS Act – Congress Rewrites the Securities Laws (Again)
03/29/2012
Securities Update - March 2012
1/4/2012
Securities Update
4/1/2011
Securities Update
2/10/2011
Securities Alert
SEC Adopts Say-on-Pay and Say-on-Golden Parachute Rules
1/11/2011
Securities Alert
SEC Proposes Conflict Minerals Disclosure Rules
12/23/2010
Securities Update
11/1/2010
Securities Alert
SEC Rule Proposal Answers Many Say-on-Pay and Say-on-Golden Parachute Questions
10/7/2010
Corporate & Securities Alert
SEC Stays Rules Facilitating Shareholder Nomination of Directors
10/6/2010
Securities Update
09/21/2010
Corporate & Securities Alert
Know Your 3% Shareholders: SEC Adopts Final Rules to Facilitate Shareholder Nomination of Directors
7/21/2010
Corporate Alert
What the Financial Reform Act Means for Public Companies
3/24/2010
Securities Update
1/5/2010
Securities Alert
New Disclosure Rules for 2010 Proxy Season
12/23/2009
Securities Update
12/18/2009
Securities Alert
SEC Adopts Proxy Disclosure Amendments
12/14/2009
Securities Alert
Amendments to NYSE Corporate Governance Listing Standards Approved by SEC
9/30/2009
Securities Update
6/30/2009
Securities Update
3/31/2009
Securities Update
8/20/2008
Corporate and Securities Client Memorandum
SEC Provides Guidance on the Use of Company Web Sites
6/27/2008
Corporate Alert
SEC Staff Permits Aggregate Reporting on Form 4
1/30/2008
Corporate Alert
SEC Adopts Scaled Disclosure for Smaller Reporting Companies
11/28/2007
Corporate Alert
SEC Announces Changes to Rule 144 and Smaller Business Disclosure Requirements
11/17/2006
Corporate & Securities Client Memorandum
The SEC's New Executive Compensation Rules: Compensation Discussion and Analysis
11/7/2006
Changes to Form 8-K Take Effect November 7, 2006
8/22/2006
The SEC's New Executive Compensation Rules: Highlights of the New Rules
2/13/2006
SEC Proposes Overhaul of Executive Compensation Disclosure
2/8/2006
SEC Offers 2006 Proxy Season Guidance
4/8/2004
SEC Approves Expansion and Acceleration of Form 8-K Reports
7/18/2003
Employee Benefits & Executive Compensation Newsletter
Executive Compensation Update
2/6/2003
SEC Adopts Final Rules Under Sarbanes-Oxley
11/8/2002
SEC Proposes More Sarbanes-Oxley Rules - Financial Experts, Codes of Ethics and Internal Control Reports
9/19/2002
SEC Adopts Phased-In Acceleration of Filing Dates and New Disclosure Requirements Concerning Website Access to Reports
9/11/2002
Dealing with Internal Controls and Certification of SEC Filings
7/2/2002
SEC Proposal Would Increase Exchange Act Filing Burden
5/6/2002
SEC Proposes to Increase Filing Burden for Public Companies
8/16/2000
SEC Adopts Rules to Address Selective Disclosure and Insider Trading Concerns
5/1/2000
Securities and the Internet - The Latest Guidance from the SEC Staff

Speaking Engagements

04/01/2011
31st Annual Ray Garret Jr. Corporate and Securities Law Institute
09/01/2010
Chicago Compensation Association's (CCA) Symposium
09/01/2009
CCA Breakfast Briefing
05/01/2008
28th Annual Ray Garret Jr. Corporate and Securities Law Institute
9/5/2007
Preparing for Round 2: Executive Compensation Disclosure and Exposure
3/8/2007
Employee Benefits Seminar
2/14/2006
Executive Compensation - New SEC Reporting Rules Breakfast Briefing

Securities Transactions

  • Public offerings totaling $2.3 billion for a Fortune 50 food and drug retail company;
  • Rule 144A offerings totaling $2.5 billion for an industrial machinery company;
  • A Rule 144A offering of $110 million in convertible notes for a manufacturing company in the technology sector;
  • An initial public offering and several follow-on public offerings for a software company;
  • An initial public offering for a medical technology company;
  • Several rounds of venture capital financing for a medical device manufacturer; and
  • Several rounds of venture capital financing and the $450 million sale of a disease management company.

Board Committee Counseling

Representative engagements include serving as:

  • standing counsel to the nominating and governance committee of a hotel company;
  • special counsel to a special committee of independent directors of a software company in connection with its acquisition by its 90 percent majority owner;
  • regular counsel to the audit committee of an insurance company in connection with several transactions with its majority owner;
  • special counsel to the audit committee of a furniture manufacturer in connection with its investigation of a restatement of its financial statements; and
  • special counsel to a standing committee of independent trustees of a REIT in connection with related party transactions.