George S. Lawler

George S. Lawler

PARTNER
glawler@wtplaw.com
TOWSON
T: 410.832.2040
F: 410.339-4053



Over the past 30 years Mr. Lawler has represented public and private companies in hundreds of M&A transactions, including acquisitions, dispositions and MBOs.  He is the former co-chair of the firm’s Corporate and Securities Section and he advises clients on corporate governance matters and other transactions and business structuring issues both nationally and internationally.  His representation has included companies in software and hardware, homeland security, manufacturing, real estate development, retail, financial services, biotechnology, renewable energy, government contracting, food and beverage, private investment, broker-dealers and investment advisers.

Recognitions

  • AV Peer Review Rated: Martindale-Hubbell
  • Listed in Best Lawyers in America, 2009 - present
  • 2016 Best Lawyer's "Lawyer of the Year" in the areas of Leveraged Buyouts and Private Equity Law and Venture Capital Law
  • Listed in Maryland Super Lawyers, 2008 - present
 

Memberships & Activities

  • Former Co-Chair:  Corporate and Securities Section
  • Member:  American Bar Association
  • Member:  Maryland State Bar Association
  • Planning Board Member: Advanced Business Law Institute
  • Best Lawyers Designation

Private Capital

  • Representation of clients in hundreds of private offerings
  • Representation of companies in venture capital transactions
  • Representation of private equity funds, hedge funds and real estate funds
  • Representation of software and hardware companies, homeland security companies, manufacturers, real estate developers, homebuilders, retailers, financial services companies, biotechnology companies, renewable energy companies, government contractors, food and beverage companies, venture capital investment vehicles and private investment companies/hedge funds, broker-dealers and investment advisers
  • Representing emerging growth companies for private placements, venture capital financing and initial public offerings
 

Mergers & Acquisitions

  • Representation of private and public companies in merger and acquisition transactions.
  • Represented outer-garment manufacturer in $300 million sale to private equity fund.
  • Represented health care provider in $24 million sale to private equity fund that included an equity rollover.
  • Represented government contractor specializing in supporting technical teams on new technologies and products, including NASA, in $50 million sale to strategic acquirer.
  • Represented government contractor specializing in security assignments in $15 million sale to strategic acquirer.
  • Represented health care insurer in acquisition of another insurer.
  • Represented imaging technology company in $40 million acquisition by strategic acquirer that included $25 million earn-out.
  • Represented construction company in sale to strategic acquirer.
  • Represented investment advisory corporation in acquisition of another RIA.
  • Represented software design firm in merger into strategic acquirer.
 

Securities

  • Representation of emerging companies in establishment of equity-based incentive programs, including options and restricted stock
  • Represented real estate companies, investment funds,  hardware and software companies, biotech companies,  brewing companies, government contracting companies, restaurants, health care companies including providers, device companies, pharmaceutical companies, health care data companies and others, finance companies, private equity funds, EB-5 sponsor, beef processing company, homeland security companies, sport apparel manufacturer, and many others in a wide variety of private securities offerings including the following:
    • Equity Member Interests of Limited Liability Companies, including Preferred Equity Interests
    • Convertible Promissory Notes
    • Straight Debt
    • Common Stock
    • Preferred Stock
    • Units Comprised of Combination of Debt and Equity
    • Limited Partnership Interests
 

Business & Corporate Law

  • Advising companies and boards of directors on corporate governance matters
 

Nonprofit Corporate Services

  • Counsel nonprofit organizations on corporate documents and corporate governance matters as well as private placements by for-profit subsidiaries and related securities matters
 

International Practice

  • Counsel clients on international matters, working with the firm's IP and tax attorneys, including licensing, research and development agreements and joint ventures, U.S. subsidiaries, mergers and acquisitions, investments in foreign entities, capital-raising by foreign entities in the U.S., and other transactions and business structuring issues
PRESENTATIONS & PUBLICATIONS

Lecturer: University of Baltimore School of Law

Lecturer: Maryland State Bar Association

Writer on Securities-Related Topics

Presentation of Seminars on Securities-Related  and Corporate Topics

ARTICLES

Mandatory Electronic Filing of Form D Commences on March 16, 2009

Issuers offering securities in private placement transactions are required to file a Form D with the Securities and Exchange Commission (the “SEC”) and also often are required to file Form D and other materials with state securities regulators in order to secure a private offering exemption.  Traditionally, Form D filings have been paper-based.  However, pursuant to new rules adopted by the SEC in February 2008, issuers of securities will be required to file Form D in a new electronic format beginning March 16, 2009.[1]

New Private Placement Filing Requirement for Broker-Dealers - FINRA Rule 5123

December 3, 2012 is the effective date for new FINRA Rule 5123 (Private Placements of Securities). After that date, FINRA members that sell certain securities in private placement transactions under either Section 4(a)(2) of the Securities Act or Rule 506 of Regulation D to individual, non-institutional investors who do not meet limited exemption criteria will be required to file any private placement memorandum, term sheet or "other offering document" used by the firm, or file a notice stating no offering document was used.


SEC Adopts Final Net Worth Standard For Accredited Investors

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”)1 changed the investor net worth standard that applies to natural persons (individually or jointly with their spouse) to exclude the value of the primary residence for purposes of determining whether the persons qualify as an “accredited investor” on the basis of having a net worth in excess of $1.0 million.  This change to the net worth standard became effective on July 21, 2010.  Dodd-Frank also required the SEC to revise its rules under the Securities Act of 1933 (the “Securities Act”) to conform to the new standard.2 The SEC has now amended its rules to conform them to Dodd-Frank and to clarify the treatment of debt secured by a person’s primary residence for purposes of the net worth calculation.3 The amended net worth standard will be effective February 27, 2012 and as discussed in greater detail below issuers will likely need to revise investor questionnaires for any Regulation D offers or sales on and after that date (including sales to existing investors).


Client Alert: Corporate Diligence - Things to Consider During Troubling Times

In an era of increasing litigation, keeping accurate, detailed corporate minutes is critical.  In addition to their standard function of recording and reflecting decisions made by company management and directors and the deliberation of those decisions, corporate minutes can help establish that company directors have met their fiduciary obligations and have executed a sound decision-making process.  Conversely, poor minute keeping can result in protracted litigation to determine the care that went into a board's decision to act.  It is vital for a company to keep an accurate, precise and complete record of director decision-making and oversight.  Furthermore, the failure to maintain such corporate formalities could result in a piercing of the corporate veil action and allow claimants to reach the assets of a company's shareholders. Our Corporate attorneys can assist you in updating your company's books and records. 


Dodd-Frank Reform Act Triggers Immediate Change in Regulation D "Accredited Investor" Definition

In response to the significant financial difficulties experienced over the past three years, on July 21, 2010 President Obama signed into law sweeping financial services reform legislation entitled the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act").1 Running over 2,000 pages, the Act is designed to effect a broad range of reforms to the U.S. financial regulatory system. Although many provisions of the Act are not scheduled to take effect until one year after enactment or until regulatory bodies first adopt rules and regulations to implement the Act's requirements, one provision of the Act is effective immediately: a provision that excludes the value of a natural person's primary residence when determining if he or she meets the $1 million net worth test in order to qualify as an "accredited investor" under Regulation D, the securities law provision governing private placements. As a practical consequence, subscription documents and investment representations and procedures for ongoing and future private offerings should be revised immediately.

NEWS

57 WTP Attorneys Listed in Best Lawyers in America 2019, Four Named "Lawyer of the Year"

57 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2019 (copyright 2018 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Delaware, Maryland, Virginia and Washington offices. Client comments are posted on the U.S. News & Best Lawyers web site.

59 WTP Attorneys Listed in Best Lawyers in America 2018, Two Named "Lawyer of the Year"

59 lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2018 (copyright 2017 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Maryland, Washington and Virginia offices. Client comments are posted on the U.S. News & Best Lawyers web site, at bestlawfirms.usnews.com.

In addition, two lawyers were selected as “Lawyer of the Year” for their particular areas of practice.


59 Whiteford, Taylor & Preston Attorneys Listed in Best Lawyers in America, 2017, Eight Named as "Lawyers of the Year"

Fifty-nine lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2017 (copyright 2016 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Maryland, Washington and Virginia offices.

In addition, eight lawyers were selected as “Lawyers of the Year” for their particular areas of practice. 


63 Whiteford, Taylor & Preston Attorneys Listed in Best Lawyers in America, Four Named as "Lawyers of the Year"

Sixty-three lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2015 (copyright 2014 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Maryland, Washington and Virginia offices.

In addition, four lawyers were selected as “Lawyers of the Year” in the Baltimore region for their particular areas of practice.


Fifty-Four Whiteford Attorneys Named Super Lawyers and Rising Stars in Maryland

Whiteford, Taylor & Preston is pleased to announce that 54 of its Maryland-based attorneys are listed among the 2014 Super Lawyers and Rising Stars.

The firm is particularly proud of the young lawyers who are recognized as “Rising Stars” and the three partners who received special recognition -- Edward Buxbaum and Dwight Stone in the Top 100, and Mary Claire Chesshire in the Top 50 Women.


61 Whiteford, Taylor & Preston Attorneys Listed in Best Lawyers in America; Nine Named as "Lawyers of the Year"

Sixty-one lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2014 (copyright 2013 by Woodward/White, Inc., of Aiken S.C.). The lawyers selected are based in the firm’s Maryland, Washington and Virginia offices, including the firm's new Roanoke office.

In addition, nine lawyers were selected as “Lawyers of the Year” in their jurisdictions and areas of practice.


Sixty-Four Whiteford Attorneys Named Super Lawyers and Rising Stars in Maryland, Delaware, Virginia

Whiteford, Taylor & Preston is pleased to announce that 64 of its attorneys are listed among the 2013 Super Lawyers and Rising Stars in three states.

The firm is particularly proud of the young lawyers who are recognized as “Rising Stars”; the four partners who are listed in the Top 100 in Maryland – Edward Buxbaum, Edwin Fee, William Ryan, and Dwight Stone; and the 16 who are named for the first time this year.


60 Whiteford, Taylor & Preston Attorneys Listed in Best Lawyers in America Five Named as "Lawyers of the Year"

Sixty lawyers from Whiteford, Taylor & Preston have been selected by their peers for inclusion in The Best Lawyers in America® 2013 (copyright 2012 by Woodward/White, Inc., of Aiken S.C.).

This represents an increase of seven over last year.  The lawyers selected are based in the firm’s Maryland, Washington and Virginia offices.

In addition, five lawyers were selected as “Lawyers of the Year” in their jurisdictions and areas of practice.


Forty-Six Whiteford, Taylor & Preston Attorneys Named Super Lawyers and Rising Stars in Maryland; Five in Maryland Listed in “Top 100”

Whiteford, Taylor & Preston is pleased to announce that 46 of its attorneys are listed among the 2012 Maryland Super Lawyers and Rising Stars.

The firm is particularly proud of the five who are listed in the Top 100 in Maryland – Edward Buxbaum, Edwin Fee, Paul Nussbaum, William Ryan, and Dwight Stone. Selection of the Top 100 lawyers in a jurisdiction is strictly based on the highest scores in the Super Lawyer judging process, and Whiteford is one of the two firms with the most names on the list.

Whiteford, Taylor & Preston Announces Management Changes

As it celebrates its 75th anniversary this year, Whiteford, Taylor & Preston LLP is delighted to announce its new leadership team.

Having completed four terms as Managing Partner, Albert J. Mezzanotte, Jr. will serve one more year as the Firm's Managing Partner and transition those duties to Martin T. Fletcher. Mr. Fletcher is a present member of the firm's Management Committee and after serving a one year term as Managing Partner Elect will then commence a three year term as Managing Partner.