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| Phone: (203) 351-8032 |
Fax: (203) 327-2669 |
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| Mr. Barker's practice focuses on capital market issues; corporate governance matters; asset securitizations; debt financings; general corporate and securities matters; equity compensation; partnership transactions; public reporting; public and private securities offerings; recapitalizations; spin-offs; stock and asset acquisitions and divestitures; and venture capital transactions. Mr. Barker is the Chair of the Corporate Finance and Securities practice group. |
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Representative Experience:
Broad experience in a variety of legal as well as financial, accounting and supervisory roles involving corporate finance, corporate and strategic transactions and development activities, executive compensation, operations and corporate governance for cable television operators and programmers, chemical and manufacturing companies, securities and investment advisory firms, telecommunication, bio-technology and computer companies, and other retail and industrial businesses.
Experience ranges from opportunity creation, investigation and development through structuring, analysis and negotiation to problems solving, closing and post transaction implementation.
Used total quality concepts to maximize transaction values and minimize transactions costs.
Underwritten public and Rule 144A offerings for emerging companies, joint ventures and established companies; stock and asset acquisitions and divestitures; formation of corporations, partnerships and other entities, including broker-dealers and venture capital and investment funds; computer development and supply contracts; a wide range of equity investments, restructurings, bridge loans and other transactions involving portfolio and other companies; analysis of "repo," satellite transponder lease, television programming and other complex financial transactions; debt and equity recapitalizations and debt financings for borrowers; worldwide tax and legal restructurings and contract manufacturing programs of multinational corporation; cable television programming contracts; adoption of first poison pill by a Connecticut bank; internal corporate investigations. |
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Publications:
"SPACs – Continuing to Grow and Evolve," The Metropolitan Corporate Counsel, June 2007, co-author
"Pink Sheets–Part II," The Metropolitan Corporate Counsel, April 2007, co-author
"Pink Sheets–Part I," The Metropolitan Corporate Counsel, March 2007, co-author
"An Overview of the NYSE Arca," The Metropolitan Corporate Counsel, February 2007, co-author
"SPACs: A Focus on China," The Metropolitan Corporate Counsel, December 2006, co-author
"Special Purpose Acquisition Corporations: Specs to Consider When Structuring Your SPAC– Part II," The Metropolitan Corporate Counsel, September 2006, co-author
"Special Purpose Acquisition Corporations: Specs to Consider When Structuring Your SPAC– Part I," The Metropolitan Corporate Counsel, August 2006, co-author
"The Impact of Sarbanes-Oxley on Not-For-Profit Companies – Part II," The Metropolitan Corporate Counsel, March 2006, co-author
"The Impact of Sarbanes-Oxley on Not-For-Profit Companies – Part I," The Metropolitan Corporate Counsel, February 2006, co-author
"US Corporate Governance and Foreign Private Issuers: the Sarbanes-Oxley Act of 2002 and Beyond," Financier Worldwide, December 2005, co-author
"U.S. Securities Issues in Spin-Offs and Subsidiary IPOs - Part II," The Metropolitan Corporate Counsel, December 2005, co-author
"U.S. Securities Issues in Spin-Offs and Subsidiary IPOs - Part I," The Metropolitan Corporate Counsel, November 2005, co-author
"Prepare to Launch: The IPO Market has Returned," The Metropolitan Corporate Counsel, March 2005, co-author
"US Securities Issues in Spin-offs and Subsidiary IPOs," Executive Carve Outs and Spin-offs Review 2004, A Financier Worldwide Supplement, co-author
"Ineffective Internal Controls: Issues That Public Companies May Face After Receiving a Negative Report - Part II," The Metropolitan Corporate Counsel, November 2004, co-author
"Ineffective Internal Controls: Issues That Public Companies May Face After Receiving a Negative Report - Part I," The Metropolitan Corporate Counsel, October 2004, co-author
"New Form 8-K Disclosures and Filing Deadlines: A Practical Guide - Part II," The Metropolitan Corporate Counsel, June 2004, co-author
"New Form 8-K Disclosures and Filing Deadlines: A Practical Guide - Part I," The Metropolitan Corporate Counsel, May 2004, co-author
"The SEC's Recent Interpretative Guidance as to MD&A Disclosure: Practical Advice for Companies," The Metropolitan Corporate Counsel, April 2004, co-author
"The Schering-Plough Action and Regulation FD: The SEC Ratchets Up the Cost of Noncompliance," The Metropolitan Corporate Counsel, December 2003, co-author
"Guidelines For Companies Considering Delisting," The Metropolitan Corporate Counsel, November 2003, co-author
"Application To Foreign Private Issuers Of Sarbanes Audit Committee Listing Standards," The Metropolitan Corporate Counsel, June 2003, co-author
"Recent Corporate Reforms Applicable to Foreign Issuers," The Metropolitan Corporate Counsel, June 2003, co-author
"SEC Adopts New Rules Regarding Non-GAAP Financial Measures and Earnings Releases," The Metropolitan Corporate Counsel, April 2003, co-author
"Regulation FD: The SEC Takes Action," The Metropolitan Corporate Counsel, February 2003, co-author
"The Sarbanes-Oxley Act Writes A New Chapter in Executive Compensation Arrangements - Part II," The Metropolitan Corporate Counsel, December 2002, co-author
"The Sarbanes-Oxley Act Writes A New Chapter in Executive Compensation Arrangements - Part I," The Metropolitan Corporate Counsel, November 2002, co-author
"Changing Roles For The Corporate Audit Committee," The Metropolitan Corporate Counsel, August 2002, co-author
"Be Prepared, The IPO Market Will Return," The Metropolitan Corporate Counsel, March 2002, co-author
"SEC Enforcement For Financial Misstatements: Tougher Stance Against Responsible Individuals, Gentler Approach for Cooperating Corporations," The Metropolitan Corporate Counsel, January 2002, co-author
"Regulation FD One Year Later: A Battle is Still Being Waged," The Metropolitan Corporate Counsel, November 2001, co-author
"Guidelines for Companies Considering Voluntarily Delisting From NASDAQ," The Metropolitan Corporate Counsel, September 2001, co-author
"Integration of Abandoned Offerings: The New Safe Harbor," The Metropolitan Corporate Counsel, May 2001, co-author
"Electronic Voting is Finally Gaining Ground," The Metropolitan Corporate Counsel, January 2001, co-author
"The SEC Adopts Its First Insider Trading Rules," The Metropolitan Corporate Counsel, December 2000, co-author
"Regulation FD," The Metropolitan Corporate Counsel, September 2000, co-author
The Encyclopedia of Venture Capital, contributing editor |
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Client Advisories:
"Annual Activities To Be Completed By NYSE- and NASDAQ-Listed Companies," March 04, 2009.
"Siemens Pays Record Fine for FCPA Violations," January 19, 2009.
"The Effect of the 2008 Economic Downturn On Pension Plans," November 14, 2008.
"SEC Moves To Encourage Use Of International Financial Reporting Standards In Financial Filings," October 01, 2008.
"Recent Delaware Decisions Affecting Advanced Notice Bylaws," April 23, 2008.
"Annual Activities To Be Completed By NYSE- and NASDAQ-Listed Companies," March 03, 2008.
"Amendments to Rule 144 Ease Resale Restrictions," February 12, 2008.
"Developments and Reminders Affecting Annual and Quarterly Disclosure," July 12, 2007.
"Developments and Reminders Affecting Annual and Quarterly Disclosure," April 05, 2007.
"Developments and Reminders Affecting Annual and Quarterly Disclosure," February 01, 2007.
"House Passes Controversial Executive Compensation Bill," November 17, 2005.
"New Rule Requiring Tax Penalties To Be Disclosed In Form 10-K," October 07, 2005.
"Section 2115 of the California Corporations Code," October 04, 2005.
"Developments and Reminders Affecting Quarterly SEC Reporting," October 03, 2005.
"The Coca-Cola Company Settles SEC Charges Related to Inadequate Disclosure," May 31, 2005.
"The California Corporate Disclosure Act," October 16, 2002.
"NYSE Proposed Rules Changes Relating to Shareholder Approval of Equity Compensation Plans and the Voting of Proxies," October 07, 2002.
"Section 906 of the Sarbanes-Oxley Act of 2002 - Effective Immediately," August 19, 2002.
"The Sarbanes-Oxley Act Imposes a 2-Day Form 4 Filing Requirement," August 02, 2002.
"SEC Adopts New Rules to Facilitate Changing Between Public and Private Offerings," March 07, 2001.
"Electronic Voting Is Finally Gaining Ground," January 02, 2001.
"SEC Bans Selective Disclosure of Material Nonpublic Information," September 06, 2000.
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Speaking Engagements:
Belmont Partners, Alternative Public Strategies Conference, June 2007
Kelley Drye & Warren LLP and RSM McGladrey, The Impact of the Proposed Guidance from the SEC & PCAOB on SOX 404 Compliance, April 2007
Kelley Drye & Warren LLP and RSM McGladrey, Managing Internal Controls: New Developments in SOX-404 Compliance for Non-Accelerated Filers, January 2007
Kelley Drye & Warren LLP and RSM McGladrey, New Developments in SOX-404 Compliance for Non-Accelerated Filers, October 2006
Kelley Drye & Warren LLP and Performance Management, Inc. Workshop, Accountability, Transparency, and Integrity, October 2004
Westchester/Fairfield Chapter of the American Corporate Counsel Association, Real Time Disclosure: New Form 8-K Requirements, September 2004
Online interview posted in March 2004 at www.thecorporatecounsel.net on Guidelines for Companies Considering Delisting
UBS PaineWebber: CEO/CFO Symposium, Risk Management for the 21st Century; Issues for the Executive Suite, April 2003
American Society of Corporate Secretaries, Equity Compensation, December 2002
Potomac Officers Club, Doing the Boardwalk, March 2002
Westchester/Fairfield Chapter of the American Corporate Counsel Association, Employer Securities in Executive Compensation, October 2002
Kelley Drye & Warren LLP: The New York CLE Seminar Series, Employer Securities in Executive Compensation, September 2002
Kelley Drye & Warren LLP: The New York CLE Seminar Series, SEC Enforcement for Financial Misstatements, February 2002
Kelley Drye & Warren LLP: The Breakfast Seminar Series in Tysons Corner, VA, Navigating IPO Waters, December 2001 |
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Bar Admissions:
Pennsylvania, 1980
Connecticut, 1985
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| Education:
Boston University School of Law, JD, 1980
Yale University, BA, 1977
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Office Location:
400 Atlantic Street
Stamford, CT 06901
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