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Reid Hooper primarily focuses his practice on advising public companies, investors and regulated entities with respect to ongoing securities regulatory compliance, including preparing SEC filings, as well as compliance with FINRA, national stock exchange, Dodd-Frank, Sarbanes-Oxley, JOBS Act and FAST Act requirements. Mr. Hooper’s practice also includes advising boards and investors with respect to corporate governance developments, regarding matters such as shareholder proposals, proxy access, board and committee independence and internal controls. Mr. Hooper also has extensive experience advising companies and investors on a variety of transactional matters, including securities offerings, IPOs, tender offers and mergers and acquisitions.

  • Advises Fortune 500 companies with respect to SEC periodic reports; proxy statements; beneficial ownership reports; committee charters; corporate governance guidelines; disclosure controls and procedures; internal control over financial reporting; CEO/CFO certifications under the Sarbanes-Oxley Act and related matters.
  • Assists clients with respect to transactional matters, including initial public offerings, secondary offerings, tender offers, mergers and acquisitions, share repurchase programs and similar matters.
  • Advises companies on a range of corporate governance matters, with a focus on shareholder proposals.
  • Recent M&A transactions include:
    • Represented Astellas Pharma in its $384 million acquisition of Ocata Therapeutics (Nasdaq: OCAT), a biotechnology company specializing in the development of stem cell-based treatments in regenerative medicine; and
    • Represented Oplink Communications in its $445 million acquisition by Koch Industries.
  • Recent capital markets transactions include:
    • Represented a bank holding company in a registered offering of $100.0 million of 4.50% Fixed-to-Floating Rate Senior Notes due 2026; and
    • Represented a global, commercial stage diagnostic company in a registered $50.0 million follow-on equity offering.

Pro Bono

  • Regularly counsels non-profit organizations regarding incorporation, governance, and obtaining 501(c)(3) status from the Internal Revenue Service.

Memberships and Affiliations

  • The Society of Corporate Secretaries and Governance Professionals, Member

Previous Experience

  • U.S. Securities and Exchange Commission, Division of Corporation Finance, Office of Telecommunications and Media, Attorney-Adviser (2008-2013) 
  • U.S. Securities and Exchange Commission, Division of Corporation Finance, Disclosure Standards Office, Senior Counsel (2013-2014)