Peter M. Menard

Peter M. Menard is a senior partner in the Corporate Practice Group and an adjunct professor at the University of Southern California Gould School of Law where he teaches securities regulation.

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 and the Dodd-Frank Act, and corporate social responsibility. 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; shareholder proposals; 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 defense, retail, manufacturing, and technology industries.

Public Service

• Board of Directors: Junior Blind of America
• Adjunct Professor: University of Southern California Gould School of Law
• Editor-in-Chief of Business Law News published by the Business Law Section of the State Bar of California
• Vice Chair - Legislation of the Corporations Committee of the Business Law Section of the State Board of California

Education

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

Admissions

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

Recent Selected Transactions

• Diodes Incorporated: $220,000,000 Credit Facility (November 2012)
• Diodes Incorporated: $18,000,000 Acquisition of PacificTech Microelectronics Co., Ltd. (October 2012)
• Diodes Incorporated: $31,000,000 Acquisition of Majority Interest in Eris Technology Corporation (June 2011)
• The Cheesecake Factory Incorporated: International Franchise (January 2011)
• QAD Inc.: Dual Class Recapitalization (December 2010)
• The Cheesecake Factory Incorporated: $200,000,000 Credit Facility (December 2010)
• Diodes Incorporated: $900,000,000 Chengdu Joint Venture (November 2010)
• Unified Grocers, Inc.: $275,000,000 Credit Facility (October 2010)
• Sport Chalet, Inc.: $65,000,000 Credit Facility (October 2010)
• 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
ExxonMobil Corporation
International Rectifier Corporation
Little Caesar Enterprises
Northrop Grumman Corporation
See's Candies
Sports Chalet, Inc.
Unified Grocers, Inc.

Honors

• Super Lawyers: Corporate Governance; Securities & Corporate Finance, 2010-2013
• Best Lawyers in America: Corporate Law, 2007-2013
• AV Preeminent

Memberships

• State Bar of California
• American Bar Association, Section of Business Law: Corporate Compliance; and Corporate Governance
• Pacific Council on International Policy

Articles

• Transparency in Supply Chains Act, Business Law News, Published by the Business Law Section of the State Bar of California, Issue 3 2011
• Compliance Deadline Looms For New Transparency in Supply Chains Act, Daily Journal, August 1, 2011
• The Dodd-Frank Act: A Guide to the Corporate Governance, Executive Compensation and Disclosure Provisions, Business Law News, Published by the Business Law Section of the State Bar of California, Issue 1 2011
• The Dodd-Frank Act: What Public Companies Should Do Now, The Corporate Counselor, Published by the Corporate Law Departments Section of the Los Angeles County Bar Association, Winter 2011
• Financing and Protecting California Businesses, Published by CEB, Chapters 17, 18, 19 and 20
• 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, Fall 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 Standard," 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

• Webinars: California Transparency in Supply Chains Act (2012)
• 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 and compliance with federal and state securities laws.