Robert M. Hayward, P.C. 
Professional Profile
Robert M. Hayward is a partner in the corporate transactional group. His practice primarily involves counseling publicly-traded corporations, underwriters and leveraged buyout and private equity funds and their portfolio companies in all aspects of transactional, securities law, corporate governance, executive compensation, stockholder activism and general corporate matters. Mr. Hayward has extensive experience representing both issuers and underwriters in public and private offerings of debt and equity securities, buyers and sellers in public and private M&A and leverage buyout transactions and issuers and investors in PIPE, venture capital and other private financing transactions.
In addition, Mr. Hayward regularly advises publicly traded corporations, including Kellogg Company, Whirlpool Corporation, Molson Coors Brewing Company, Biomet, Inc., The Boeing Company, Walgreen Co., Tuesday Morning Corporation, and their executive officers and directors on corporate governance, SEC compliance and disclosure matters, the Sarbanes-Oxley Act, special investigations stockholder activism and proposals, executive compensation and fiduciary duties of directors and officers.
Mr. Hayward is a co-author for the treatise “A Practical Guide to SEC Proxy and Compensation Rules,” first published by Aspen in 2007 (updated annually). Mr. Hayward also co-authored numerous articles including: “The New Compensation Discussion and Analysis,” which appeared in Insights: The Corporate & Securities Law Advisor; “What Every Compensation Committee Member Should Know About Corporate Governance Reforms,” which appeared in Corporate Counsel; and “What Every Private Equity Professional Must Know About Sarbanes-Oxley Reforms,” which appeared in The Venture Capital Review. Mr. Hayward was a panelist at the May 2009 symposium entitled “Trends in Japanese Corporate Governance,” the October 2008 symposium entitled “Fundamentals of Investing in Public Companies,” the June 2007 symposium entitled “Fundamentals of Capital Markets Transactions” and at the November 2004 symposium entitled "Looking Around the Corner: What’s Next in Transaction Trends, Governance and Compliance," co-sponsored by the New York Stock Exchange and Kirkland & Ellis LLP. Mr. Hayward has been quoted or featured in Board Member Magazine, The Deal, The Daily Deal, The American Lawyer, IR Magazine and others.
Mr. Hayward is listed in Best Lawyers in America (Securities).
Memberships & Affiliations
TheCorporateCounsel, Advisory Board Member
Village of Northfield, Traffic & Transportation Committee, Chairman
Chicago 2016, Corporate Governance Advisor (2008-2009)
Northwestern Gridiron Network, President-Elect and Board Member
Northwestern University Leadership Circle, Regional Council Member
Northwestern University Alumni Association (various positions including Chairman of 10th and 15th reunion committees)
Music Institute of Chicago, Trustee (2000-2009)
Chicago Bar Foundation’s Young Professionals Board, Board Member (2001-2009)
The Economic Club of Chicago
Society of Corporate Secretaries and Governance Professionals
The Lawyers Club of Chicago
American Bar Association
Chicago Bar Association
State Bar Association of Arizona
Prior Experience
Packaging Corporation of America (NYSE: PKG), General Counsel (interim)
Snell & Wilmer, L.L.P., Phoenix, Arizona (1997-2000)Courts
Supreme Court of Illinois
United States District Court for the Northern District of Illinois
Supreme Court of Arizona
United States District Court for the District of Arizona
