Robert M. Hayward, P.C. - Partner

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Robert M. Hayward, P.C.

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Chicago
Phone: +1 312-862-2133
Fax: +1 312-862-2200
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Professional Profile

Robert Hayward was honored as the “Lawyer of the Year (Chicago Capital Markets/Securities Law)” by The Best Lawyers in America in 2015 and 2019, and helps lead the team that has been awarded “Capital Markets Practice Group of the Year” by Law 360.

His practice primarily involves counseling publicly-traded corporations and leveraged buyout and private equity funds and their portfolio companies in all aspects of transactional, M&A, securities law, corporate governance, executive compensation, stockholder activism and general corporate matters. Robert has extensive experience representing issuers in public and private offerings of debt and equity securities (especially IPOs and acquisition financing), 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, Robert regularly advises publicly traded corporations, including The Boeing Company, Deere & Co., Kellogg Company, Whirlpool Corporation, Carvana Co., Express, Inc., U.S. Silica Holdings, Inc., Tenneco Inc., Equity Lifestyle Properties, Inc., and their executive officers and directors on corporate governance, SEC compliance and disclosure matters, proxy access, the Sarbanes-Oxley Act, the Dodd-Frank Act, special investigations, stockholder activism and proposals, executive compensation and fiduciary duties of directors and officers.

In 2011 and 2012, Robert was named to The Directorship 100 by the National Association of Corporate Directors (NACD) for his influence and leadership in the boardroom.

He is annually listed in Best Lawyers in America (Securities; Capital Markets; and Securities Regulation) and in The Legal 500 U.S. for Capital Markets. Robert has been named as one of the “Who’s Who Legal 100” by The International Who’s Who of Capital Markets Lawyers. In 2010, he was recognized as one of the leading public company corporate lawyers under the age of 40 (Law360’s “Rising Star”). He is also recognized by his peers as a “Leading Lawyer” in the areas of corporate finance, mergers & acquisitions, publicly held corporations and securities & venture finance by the Leading Lawyers Network.

Robert is a co-author for the treatise “A Practical Guide to SEC Proxy and Compensation Rules” (updated annually). Robert also co-authored numerous articles which have appeared in Insights: The Corporate & Securities Law Advisor; Corporate Counsel, The Venture Capital Review and others. Robert is a contributing author to Jack S. Levin’s five-volume “Mergers, Acquisitions and Buyouts” treatise and “Structuring Venture Capital, Private Equity and Entrepreneurial Transactions” treatise (updated annually). Robert has been quoted or featured in Board Member Magazine, The Deal, The Daily Deal, The American Lawyer, Law360, IR Magazine and others.

Robert annually serves as the Co-Chair of the “SEC Hot Topics” seminar in Chicago and is a frequent panelist at leading M&A, securities and public company seminars, including the Ray Garrett Jr. Corporate and Securities Law Conference.


Memberships & Affiliations

TheCorporateCounsel, Advisory Board Member

Ray Garrett Jr. Corporate and Securities Law Conference, Executive Committee Member

The Boardroom Forum, Executive Committee Member

Northwestern University, National Co-Chair of Annual Fund

Northwestern University Leadership Circle, Regional Council Member

We Will. The Campaign for Northwestern, Regional Campaign Committee Member

Northwestern University School of Communication, Dean's Advisory Council, Member

Northwestern Gridiron Network, President and Board Member (2000-2013)

Northwestern University Alumni Association (various positions including Chairman of 5th, 10th, 15th and 20th reunion committees)

Northwestern University, Member of Trustee Participation Task Force

Village of Northfield, Traffic & Transportation Committee (Chairman) and Zoning Board of Appeals (Member)

Chicago 2016, Corporate Governance Advisor (2008-2009)

Music Institute of Chicago, Trustee (2000-2009)

Chicago Bar Foundation’s Young Professionals Board, Board Member (2001-2009)

The Economic Club of Chicago

Chicago Commonwealth Club

Society of Corporate Secretaries and Governance Professionals

National Association of Stock Plan Professionals

The Lawyers Club of Chicago

Rancheros Visitadores

American Bar Association

Chicago Bar Association

State Bar Association of Arizona


Seminars

Co-chair and Speaker, RR Donnelley SEC Hot Topics Institute, Chicago IL (annual)

Speaker, Ray Garrett Jr. Corporate and Securities Conference (annual)


Prior Experience

Packaging Corporation of America (NYSE: PKG), General Counsel (interim: 2003-2006)

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

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