Ryan J. Stoker

Ryan J. Stoker

ASSOCIATE
rstoker@wtplaw.com
BALTIMORE
T: 443.263.8209
F: 410.223.3485



Mr. Stoker’s practice focuses on corporate and transactional matters.  He counsels companies on issues ranging from start-up and formation issues to exit events and succession plans.  Mr. Stoker has significant experience in capital raising and merger and acquisition transactions.

Memberships & Activities

  • Certified Public Accountant (Active)
  • Member: Maryland Association of Certified Public Accountants
  • Member: Maryland State Bar
  • Member: Maryland State Bar Association
    • Business Section
    • Tax Section
    • Young Lawyers Section
  • Member:  American Bar Association
  • Former Fellow, Maryland State Bar Association – University of Baltimore Business Law Clerkship
  • Former Editorial Board Member, Maryland State Bar Association Business Law Section Newsletter

Business & Corporate Law

Mr. Stoker represents both publicly and privately-held companies in general corporate and governance matters.  His relevant experience in this area includes:

  • Counsels clients with regard to choice-of-entity issues and general business structuring
  • Negotiates and drafts formation and governance documents, including buy-sell agreements  
  • Counsels special committees and directors on duties and authority 
  • Provides guidance and strategy in closely-held company disputes
  • Counsels minority investors and rollover management teams regarding governance protections and special rights
 

Mergers & Acquisitions

Mr. Stoker represents middle-market companies in acquisition and sale transactions, whether structured as asset or equity deals.  His experience includes advising on go-to-market strategies and diligence efforts, negotiating definitive documents and handling the mechanics of closing and post-closing matters. Representative deals include:

  • The sale of an intelligence community contractor to a private equity fund for approximately $180 million, including a pre-sale merger and conversion transaction to facilitate tax-deferred rollover equity
  • The sale of two distressed affiliated non-profit hospitals to a for-profit healthcare system for approximately $61 million
  • The sale of a third-party debt collection company and several subsidiaries and affiliated entities to a private-equity backed healthcare solutions system for approximately $50 million. 
  • The sale of a temporary staffing and recruitment company to a NYSE-listed company for approximately $20 million.
  • The sale of a general contracting and construction services company to a private equity fund for approximately $12 million
  • Acquisitions of assets from distressed companies to expand buyer clients’ market share & other strategic benefits
 

Securities

Mr. Stoker's represents issuers and investors in the private placement of debt and equity securities. He also advises companies on equity-based compensation plans, including the use of restricted equity, options, appreciation rights and phantom equity. Representative deals include:

  • The private placement of LLC interests aggregating over $4,000,000 on behalf of an issuer in the hospitality sector
  • The private placement of Series Seed Preferred Stock aggregating over $5,000,000 on behalf of an issuer in the cybersecurity space
  • The private placement of limited partnership interests on behalf of a private equity fund issuers
  • The purchase of Series A Preferred Stock by an investor serving as the lead investor for the financing round
  • The purchase of convertible debt by a fund investor with a focus on providing initial financing to start-up companies in the technology and engineering space
 

Cyber Security, Data Management & Privacy

Mr. Stoker's practice also involves data security and privacy matters.  He provides guidance on a number of matters including:

  • Notices to both regulatory agencies and affected end customers disclosing security incidents and data breaches
  • Negotiating representations and warranties regarding data security and privacy practices for M&A transactions, capital raising and other contractual relationships
  • Assisting in M&A due diligence and negotiating separate liability and indemnity obligations regarding data security and privacy matters
 

Transactional Tax

Mr. Stoker's background as a certified public accountant provides him valuable insight into tax issues his clients face.  He provides guidance in tax efficient structuring of mergers, acquisitions, joint ventures and compensation.

PRESENTATIONS & PUBLICATIONS

bwtech Executive Workshop for Int'l CyberSecurity Companies - What are the TOP Things a Foreign Company Should Know When Establishing a Business in the US? (April 2019)

Author: "Minority Stockholders Beware - Disappearing Appraisal Rights in Maryland," Lowenstein Sandler Blog (February 2019)

ARTICLES

European High Court Invalidates Safe Harbor for Transfer of Personal Data

On October 6, 2015, the European Court of Justice — the highest court in Europe — invalidated an international privacy agreement between the United States and the European Union, known as the US-EU Safe Harbor.  The US-EU Safe Harbor allowed companies engaged in international business activities to transfer personal data from the European Union to the U.S. in compliance with the European Union Data Protection Directive (“EU Data Directive”).

NEWS