Mr. Lieberman is Chairman of Jennings, Strouss & Salmon's Corporate, Securities and Finance Group. He has extensive experience in a broad range of business law issues, including mergers and acquisitions, securities, corporate governance, finance and banking, employment, executive compensation, bankruptcy and corporate restructuring, litigation and legislation. Among his honors by Best Lawyers in America®, Mr. Lieberman is listed in the "Corporate Governance and Compliance," "Mergers and Acquisitions" and “Securities” categories, and was named “Lawyer of the Year” in 2014 for Corporate Governance Law in Arizona.
He has served as in-house General Counsel and outside counsel to a variety of companies, ranging in size from start-ups to Fortune 500 companies. Mr. Lieberman has counseled boards and senior management on issues pertinent to growing companies as well as those experiencing a wide variety of crisis situations.
In addition to his law degree, Mr. Lieberman is a Certified Insolvency and Restructuring Advisor, awarded by the Association of Insolvency and Restructuring Advisors.
Areas of Focus
- Mergers and Acquisitions
- Corporate Governance
- Finance and Banking
- Executive Compensation
- Bankruptcy and Corporate Restructuring
Mergers and Acquisitions
- Counsel on numerous acquisitions or sales of companies, in a wide variety of industries, including healthcare, technology, finance, manufacturing, energy, construction, and others. Single transactions have ranged up to $1.8 billion. Aided in negotiation and documented joint ventures with venture capital and fund managers. Experienced in all phases of transactions, from initial due diligence through post-closing integration, including "going private" transactions. Author, "Things to Consider When Selling Your Business or Buying Another," and other publications noted below.
Securities Law/Corporate Governance
- Counsel in the preparation of SEC filings, including S-1, S-3, and S-8 securities offerings, in 10-K, 10-Q, 8-K, 13-D, and 11-K reports and in Section 16 compliance. Counsel for private securities offerings. Counselor and expert witness in corporate governance matters.
Financing and Banking
- Sole counsel to issuer on U.S. debt offerings on debt issuances in excess of $7 billion. Also counsel on international and "hybrid" debt offerings, as well as various secured lending arrangements. Sole counsel on $4.5 billion in international bank credit facilities. Negotiated interest rate swap agreements, letters of credit, cash management agreements and similar financial arrangements. Represented financial institutions in regulatory matters with federal and state regulatory agencies.
Employment and Executive Compensation
- Managed all aspects of employment law compliance for a company with 1,500 employees, including drafting of company policies, stock, option and bonus programs, severance plans and agreements, employment agreements, severance trust arrangements, and employee communications. Assisted in integrating employees into the company following mergers and in counseling on staff reductions.
- Lead in-house counsel on the restructuring of FINOVA Capital Corporations' $11 billion of debt, which, when filed, was the 8th largest bankruptcy in U.S. history. Aided in the subsequent liquidation of the company's assets and in numerous bankruptcy-related matters. Involved, on behalf of the lender, in the restructuring of various borrowers. Certified Insolvency and Restructuring Advisor awarded in 2003.
- Expert witness in securities, corporate governance and professional responsibility matters. Counsel to issuers and lenders in significant litigation, including alleged securities fraud and lender liability claims. Supervised mass collection actions against lessees nationwide. Negotiated favorable settlements on behalf of clients. Arbitrator for various matters. Experienced in early neutral case assessment, settlement negotiations, mediation and other alternative dispute resolution proceedings.
- Chairman, principal draftsman and legislative liaison for the Coalition for Fairness in Securities Litigation, securing legislation to reform Arizona's securities laws. Principal draftsman for regulatory reforms on securities and banking rules. Lobbyist for hate crimes legislation. Co-Chairman of the State Bar of Arizona Business Law Section Subcommittee on Revising the Corporate and Partnership Laws.
Articles, Publications and Presentations
Co-Speaker, “Preparing Your Company for Growth or Sale,” Arizona Technology Council (November 2013)
Author, “Corporate Power Marriages: Special Considerations for Partial Interests in Power Production,” IDEA District Energy Magazine (October 21, 2013)
Speaker, “Proposed Changes to the Arizona Entity Statutes,” State Bar of Arizona, Business Law Section (November 2012)
Speaker, “Overview of the JOBS Act,” Law Firm Alliance (September 2012)
Speaker, “Ethical Issues in Securities Offerings,” State Bar of Arizona, Securities Section (June 2012)
Speaker, “Designing Executive Incentive Plans,” Association of Corporate Council, Arizona Chapter (April 2012)
Speaker, "Crisis Management: Ethical and Practical Considerations," Association of Corporate Counsel, Arizona Chapter (March 2011)
Speaker, "Key Issues in M&A Transactions: Ethical and Practical Considerations," Association of Corporate Counsel, Arizona Chapter (February 2011)
Author, “Selling in a Down Market? It May Still be the Right Move,” Mergers, Acquisitions & Joint Ventures Digital Guide 2010, Executiveview.com (May 4, 2010)
Speaker, "Corporate Governance Lessons from the 2008 Financial Crisis: Assessing the Effectiveness of Corporate Governance Through a Look at Troubled Companies," American Bar Association, Business Law Section Annual Meeting (April 2010)
Speaker, "Accelerating a Concept Into A Bioscience Company: Business/Corporate Structure and Strategy," Commercializing Life Sciences Forum, BioDesign Institute at ASU (March 2010)
Speaker, "The Care and Feeding of Directors: Practical and Ethical Issues in Dealing With Your Board," The Association of Corporate Counsel, Arizona Chapter (November 2009)
Co-Speaker, "The Art and Science of Valuing a Bioscience Company: Valuation in an M&A Environment," Commercializing Life Sciences Forum (September 2009)
Speaker, “Buying and Selling a Business,” Sterling Education Services, Phoenix, Arizona (July 2008)
Author, “Preparing Your Company for Sale to Maximize Value,” International Mergers & Acquisitions, Financier Worldwide (April 7, 2008)
Author, “Integration-The Key to a Successful Merger,” International Mergers & Acquisitions, Financier Worldwide (April 7, 2008)
Author, “A Brief Glossary of U.S. Mergers & Acquisitions Terms,” International Mergers & Acquisitions, Financier Worldwide (April 7, 2008)
Panel Moderator, “Legal Issues Involved in Buying a Company,” M & A Source: How to Buy a Company as a Corporate Growth Strategy (January 2008)
Speaker, “Let’s Make a Deal: The Current State of Mergers and Acquisitions Practice,” State Bar Convention, Tucson, Arizona (2008)
Author, "Things to Consider When Selling Your Business or Buying Another: A Guide to the Merger and Acquisition Process,” Jennings Strouss Brochure (March 22, 2007)
National Roundtable Leader, “Crisis Management,” Corporate Counsel Forum, New York (2005)
Honors, Appointments and Awards
AV® PreeminentTM Peer Review Rated
Listed, The Best Lawyers in America (2007-2015) in the categories of Business Organizations, Corporate Governance Law, Corporate Law, Leveraged Buyouts and Private Equity Law, Mergers and Acquisitions Law, Private Funds/Hedge Funds Law, Securities/Capital Markets Law
Listed, Southwest Super Lawyers (2012-2015) in the categories of Mergers & Acquisitions, Business/Corporate, Securities & Corporate Finance
Phoenix Corporate Governance Lawyer of the Year, The Best Lawyers In America® (2014)
Top Lawyers List, Mergers & Acquisitions, Arizona Business Magazine (2014)
AB Top Lawyer, Corporate Law, Arizona Business Magazine (2008-2010)
- Al Brooks Community Leadership Award, Anti-Defamation League, Arizona Region
Association of Insolvency and Restructuring Advisors
Coalition to Reform the Securities Laws
Chairman and Key Legislative Liaison, 1995-1996
State Bar of Arizona
Business Law Section, Subcommittee on Revising the Corporate and Partnership Laws, Co-Chair
Securities Regulation Section, Chairman, 1995-1996
Admitted to Practice
- Arizona, 1984
- Illinois, Inactive
- U.S. Court of Appeals, Ninth Circuit
- U.S. Court of Appeals, Fifth Circuit
J.D., University of Illinois College of Law, 1984
magna cum laude
Law Review, Articles Editor
B.A., University of Illinois, Economics, 1981
Phi Beta Kappa