Overview

David Stockton advises businesses in all aspects of corporate finance. He has represented numerous issuers in initial and secondary public offerings and has extensive experience in private placements of securities. Mr. Stockton’s focuses his practice on the full range of securities regulations applicable to officers, directors, and principal shareholders of public corporations, including share resale restrictions, Section 16, and insider-trading matters. He has extensive experience in the legal aspects of mergers and acquisitions, particularly those involving public companies. He has represented audit, compensation and various special committees of public company boards and has dealt with all aspects of public company corporate governance.

Mr. Stockton has been recognized in The Best Lawyers in America® in each year since 1995, most recently in the practice areas of Corporate Governance Law, Corporate Law, Leveraged Buyouts and Private Equity Law, Mergers & Acquisitions Law, Securities/Capital Markets Law, and Securities Regulation. He was also named the 2013 "Atlanta Lawyer of the Year" in the area of Securities/Capital Markets Law and the 2015 “Atlanta Lawyer of the Year” in the area of Securities Regulation by The Best Lawyers in America®. Mr. Stockton has been listed in Chambers USA: America’s Leading Lawyers for Business in Corporate Law/M&A Law each year since 2004, and was listed in band 1 in each year since 2013. He is AV® rated by Martindale-Hubbell.*

*CV, BV, and AV are registered certification marks of Reed Elsevier Properties Inc., used in accordance with the Martindale-Hubbell certification procedure's standards and policies.

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Experience

Representation of independent board members investigating whether to pursue claims by a shareholder that certain officers, directors and underwriters in the company's initial public offering had violated Section 16(b) short swing trading prohibitions.

Represented Special Committee of the Board of a textile company in connection with the acquisition of an affiliate of a company in exchange for $84 million in Series A Convertible Preferred Stock and negotiation and issuance of $118 million of newly designated Series A Preferred Stock.

Represented Capstone Consulting Partners, Inc., a strategic consulting company in the utility industry, in its sale to a strategic acquirer.

Represented Innotrac Corporation (NASDAQ: INOC) in its January 2014 acquisition by Sterling Partners, a private equity fund, for approximately $110 million in cash. The acquisition was effected through a tender offer followed by a short-form merger.

Represented Enterpulse Inc., a privately held provider of business process improvement solutions, in connection with its acquisition of all of the outstanding capital stock of SBI Enteris Inc., a privately held technology and software consulting firm.

Represented the Special Committee of the Board of AHL Services Inc., a provider of outsourced marketing and merchandising support services, in a going private transaction.

The firm represented a Special Committee of the Board of a Virginia textile company in a series of recapitalizations and asset sales where the interests of the controlling shareholders were not aligned with those of the other equity holders.

Represented Audit Committee of the Board of a NYSE listed financial services firm in its consideration of the optimal usage of excess capital and the ultimate negotiation of both:

- a repurchase of $150 million of common stock from an affiliated shareholder;

- a repurchase of $200 million of common stock from an affiliated shareholder.

Represented Third Millennium Healthcare Systems, Inc., a privately-held provider of reimbursement process solutions to healthcare providers.

Sale of the assets of ten affiliated charitable entities that provided health care services from 140 intermediate care facilities, 214 home and community based support locations, and 53 behavioral health locations, which are located in four states.

Represented Servidyne, Inc., a building efficiency services provider with shares listed on NASDAQ, in its consideration of strategic alternatives, negotiation, and execution of a merger agreement with Scientific Conservation, Inc. providing for the acquisition of all the shares of Servidyne.

Represented Argentine state-owned national bank, Banco Hipotecario, in connection with its privatization and international initial public offering, including the Rule 144A and Regulation S offering of American Depositary Receipts and International Options.

Represented a Midwest-based REIT in a corporate governance investigation. The firm reported to an audit committee of the NYSE-listed issuer regarding various corporate governance and disclosure issues arising out of an SEC investigation.

Represented Interland Inc., a Web hosting company, in the sale of the company.

Represented National Vision Inc., one of America's largest retail optical chains, in its acquisition of another retail optical chain, Eyeglass World.

Represented a NYSE-listed tow truck manufacturer in a series of refinancings involving its founding shareholder and a special committee.

Represented Independent board members of a North Carolina-based NYSE-listed services business in connection with their consideration of strategic alternatives.

Represented a company focused on commercial cooking equipment in a variety of legal areas including public offerings, employment contracts, acquisitions, litigation, filing product patents, and negotiating the transaction that put the company's equipment in more than 23,000 stores of a chain restaurant - the biggest deal of its kind in the history of food service equipment.

Represented Miller Industries, Inc. (NYSE: MLR) in its March 2014 sale of all of its interest in a manufacturing joint venture to its joint venture partner. The purchase price was not announced.

Represented the Governance and Compensation Committee of the Board of a NYSE-listed financial services company in their negotiation of transition arrangements with their retiring Co-Chief Executive Officers and of new employment agreements for the new Chief Executive Officer and other C-level executives.

Represented Special Committee of the Board of a telecommunications company in a recapitalization, which included a new investment of approximately $85 million by a control shareholder of the company.

Represented Astral Brands, Inc. in its recapitalization and repurchase of securities from holders of approximately 60% of the value of the company in June 2014. Terms were not announced.

Represented Servidyne Inc., a NASDAQ listed building performance consulting company, in its acquisitions of four businesses.

Represented BancIntelligence.com, which develops application software for the banking industry, in the sale of all the company's stock to Fiserv Inc.

Represented a Midwestern NYSE-listed REIT with a market capitalization of over $700 million in its consideration of a management-led going private transaction.

Represented a Special Committee of the Board of a public textile company in its consideration and consummation of a stock-for-stock merger with an affiliated company.

Represented Emageon Inc., a publicly traded medical image software developer, in connection with a hostile proxy contest by Oliver Press Partners, LLC, a New York based investment firm, seeking to place three nominees on Emageon’s board of directors.

Represented the Special Committee of the Board of Centennial Healthcare, an operator of more than 100 nursing home facilities, in its consideration of two going-private proposals. The first $300 million proposal was ultimately terminated after the commencement of a governmental investigation. We represented the Special Committee in a subsequent transaction for approximately $180 million.

Represented the Special Committee of a building products supplier in negotiating the refinancing of its $385 million senior secured notes and the related support agreement with holders of unsecured notes that were owned primarily by large shareholders of the company with director designees. The independent committee consisted of directors that were not affiliated with these large note and shareholders, and considered various alternative strategic directions to achieve the refinancing.

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Education

University of North Carolina at Chapel Hill, J.D. (1982) with honors

Emory University, B.A. (1978)

Admissions

Georgia (1982)

Professional & Community Activities

American Bar Association, Federal Regulation of Securities Subcommittee, Member

Atlanta Bar Association, Member and Past Chairman of the Business Practice Section

Partnership Against Domestic Violence, Board of Directors, Member and Treasurer

State Bar of Georgia, Member and Past Chairman of the Business Law Section, and Past Chairman of the Business Law Section’s Securities Committee

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