Peter M. Menard

Peter M. Menard is a senior partner in the Corporate Practice Group and the Chairman of the firm's Public Company Practice.

Areas of Practice

Mr. Menard's principal areas of practice are corporate governance, securities law compliance and corporate transactions. He is a frequent commentator on issues of corporate governance, including the Sarbanes Oxley Act of 2002. Mr. Menard's securities practice includes complex disclosure issues; Board and committee representations; internal investigations; periodic SEC filings; exchange listing rules; public offerings; mezzanine financings; venture capital financings; proxy contests; tender offers; rights offerings; exchange offers; going private transactions; and SEC and exchange enforcement actions. His corporate practice includes acquisitions; leveraged buyouts; and technology development, research, license and materials transfer agreements.

Mr. Menard's clients range from start-up companies to large, publicly-traded corporations with international operations primarily in the retailing, manufacturing, technology, consumer products, and food and beverage industries.

Mr. Menard is an adjunct professor at the University of Southern California Gould School of Law where he teaches securities regulation.

Public Service

• Board of Directors: Junior Blind of America
• Adjunct Professor: University of Southern California Gould School of Law

Education

• J.D., University of Michigan, 1979
• M.S., University of Michigan, 1976 (Mathematics)
• B.A., University of Santa Clara, 1974 (Mathematics, Classics)

Admissions

• California
• U.S. District Court for the Central District of California
• U.S. Supreme Court

Recent Selected Transactions

• Sport Chalet, Inc.: Option Exchange Program (October 2009)
• Diodes Incorporated: Acquisition of Zetex plc. (April 2008)
• United Grocers, Inc.: 150,000 Class A Shares, 150,000 Class B Shares and 350,000 Class E Shares (February 2008)
• United Grocers, Inc.: $50,000,000 of Partially Subordinated Patrons' Deposit Accounts (February 2008)
• International Rectifier Corporation: Internal Investigation of Accounting Irregularities (March 2007) 
• Diodes Incorporated: Acquisition of APD Semiconductor, Inc. (January 2007)
• Diodes Incorporated: $200,000,000 of 2.25% Convertible Senior Notes due 2026 (October 2006)
• Diodes Incorporated: Acquisition of Anachip Corporation (December 2005)
• Sport Chalet, Inc.: Dual Class Recapitalization (October 2005)
• Northrop Grumman Corporation: $95,000,000 Sale of Shares of Endwave Corporation (October 2005)
• Diodes Incorporated: $59,000,000 of Common Stock (September 2005)
• Valeant Pharmaceutical International: $165,024,000 of Common Stock (February 2005)
• Valeant Pharmaceutical International: $480,000,000 of 3.0% Convertible Subordinated Notes due 2010 and 4.0% Convertible Subordinated Notes due 2013 (August 2004)
• Valeant Pharmaceutical International: $300,000,000 of Senior Notes due 2011 (July 2004)
• Deckers Outdoor Corporation: $86,625,000 of Common Stock (May 2004)

Representative Clients

Alcatel
The Cheesecake Factory Incorporated
Deckers Outdoor Corporation
Diodes Incorporated
International Rectifier Corporation
Northrop Grumman Corporation
Sports Chalet, Inc.
Unified Grocers, Inc.

Memberships

• State Bar of California
• American Bar Association, Section of Business Law: Corporate Compliance; and Corporate Governance

Articles

• Expanded Protections for Directors Navigating the 'Zone of Insolvency', The Corporate Counselor, Published by the Corporate Law Departments Section of the Los Angeles County Bar Association, September 1, 2007
• An Overview of Corporate Governance Today, Understanding Corporate Governance Laws & Regulations, Aspatore, Inc., November 3, 2006

Corporate & Securities Law Blog Articles

• "E-Proxy Rules Effective for All Public Companies", January 27, 2009
• "NYSE and Nasdaq Amend Tests for Director Independence", September 30, 2008
• "SEC Issues Updated Guidance on the Use of Company Web Sites", September 24, 2008
• "SEC Temporarily Relaxes Restrictions on Issuer Repurchases", September 19, 2008
• "SEC Sanctions E&Y and Director of Three Public Audit Clients for Failure to Disclose a Business Relationship that Impaired E&Y's Independence", September 8, 2008
• "California Amends Corporations Law To Accommodate The SEC'S E-Proxy Rules By Allowing Electronic Delivery Of Annual Reports Without Prior Shareholder Consent", August 26, 2008
• "Proposed California Legislation Would Allow Directors To Consider Factors In Addition to the Interests of Shareholders", August 7, 2008
• "Stanford University Study Casts Doubt On The Validity Of Governance Ratings", July 22, 2008
• "Expanded Protections for Directors Navigating the Zone of Insolvency", October 25, 2007
• "SEC to Revisit Proxy Access", September 7, 2006
• "Court Revives Proxy Access Debate", September 6, 2006
• "Liability For False Vendor Confirmations", April 19, 2006
• "Nasdaq Issues First Public Reprimand, April 11, 2006
• "HP Stockholders Reject Majority Vote Stands", March 15, 2006
• "CA Introduces Bill Requiring Majority Vote in Director Elections", March 14, 2006
• "Majority Vote in Director Elections: Alternate Standards", March 13, 2006
• "SEC Approves Nasdaq as a National Securities Exchange", March 9, 2006
• "SEC Demands Timely Disclosure of Relationships with Directors", July 12, 2005
• "SEC Sharpens Focus on Disclosure of Executive Perks", June 22, 2005
• "SEC Begins Releasing Comment Letters and Responses", June 5, 2005

Speeches

• Selected Issues in Dual Class Securities (April 2008)
• SEC Comment Letters - Analysis & Trends (January 2008)
• Mr. Menard speaks regularly in the areas of corporate governance, raising capital, compliance with federal and state securities laws, accounting issues and establishing effective investor relations programs.