Focus Areas
Derek’s recent work has principally consisted of the following:
- Representation of activist investors in activist campaigns, proxy contests and contests for corporate control.
- Advising activist-controlled boards of directors, including on the establishment of capital allocation and investment programs and strategic transactions.
- Advising public company boards and special committees.
- Service as Ohio counsel on takeover matters involving the Ohio control share acquisition statute, Ohio merger moratorium statute, Ohio control bid statute, and Ohio greenmail statute.
- Acquisitions and dispositions and other strategic transactions.
The following publications were authored or co-authored by Derek Bork:
- “SEC Rules Seek to Force OTC Companies to Provide Greater Disclosure,” Thompson Hine Securities Update, September 2020
- “Proposed Rules Seek to Force OTC Companies to Provide Greater Disclosure,” Thompson Hine Update, January 2020
- “Beyond the Boardroom with Thompson Hine’s Derek Bork”, The Activist Insight Podcast, August 28, 2019
- “Settlement Agreements with Activist Investors — the Latest Entrenchment Device?”, Harvard Law School Forum on Corporate Governance and Financial Regulation, July 7, 2016
- “The Folly of Battling Activist Investors,” Deal Lawyers, November-December 2015
- “Dealmakers Q&A: Thompson Hine’s Derek Bork,” Law360, September 15, 2014
- “Shareholder Activism Via Board Control Often Requires Long Range View,” Deal Lawyers, September-October 2012
- “Do-It-Yourself Shareholder Activism – A Risky Venture,” Hedgetracker.com, January 2012
- Comment Letter to the Securities and Exchange Commission on Proposed Whistleblower Rules under the Dodd-Frank Act, December 2010
- “Public Company Update: Proxy Access – Initial Considerations for Public Companies,” September 2010
- “Easy Prey: Small Cap Companies Often Neglect Takeover Defenses,” Securities Law 360, June 2010
- “Public Company Update: Placing a Poison Pill ‘On the Shelf’,” August 2009
- Comment Letter to the Securities and Exchange Commission on Proposal Regarding Proxy Access, July 2009
- “Now or Never: It’s Time to Revive the Poison Pill,” Bloomberg Law Reports: Corporate Law, April 2009
- “Greenmail Disgorgement Statutes and Corporate By-Law Provisions Could Trap Activist Hedge Funds,” Bloomberg Corporate Law Journal, Winter 2009 Issue
- Contributing Author, Punitive Damages and Business Torts: A Practitioner’s Handbook, American Bar Association, 1998
The following articles quote or mention Derek Bork:
- “USA Technologies’ Disgorgement Dispute With Hudson Executive Prompts Larger Debate on Control, Industry Sources Say,” Reorg.com, February 28, 2020
- “Activist’s minority board seat is not an insurance for alpha; Screen companies that experienced a majority board change,” Snowballresearch.com, September 3, 2019
- “Small Cap Activism: An interview with Derek Bork of Thompson Hine and Waheed Hassan of Alliance Advisors,” Activist Insight Monthly, November 2016.
- “Companies Using Deals With Activists to Protect Directors,” Bloomberg BNA, June 15, 2016
- “Activist shareholders have $1.7 billion appetite for Cincinnati companies,” WCPO Cincinnati, March 17, 2016
- “Activist Starboard’s Next Target: Struggling Marvell Technologies,” The Street, February 4, 2016
- “Activist Ups Pressure on EZChip Semiconductor to Scuttle Mellanox Deal,” TheStreet.com, October 23, 2015
- “At EZchip Semiconductor, activist may have a favorable position,” TheDeal.com, October 23, 2015
- “Activist environment demands more strategy, financial savvy in messaging,” Crain’s Cleveland Business, May 23, 2015
- “Activist investors are playing an increasingly strong role in company actions,” Crain’s Cleveland Business, February 15, 2015
- “Attorneys for Activist Investors,” The Activist Investor, December 2, 2014
- Chairman’s Letter to Shareholders, Paragon Technologies, Inc., June 13, 2014
- “Shareholder Activism May Jolt Restaurant Property Deals,” Law 360, January 17, 2014
- Chairman’s Letter to Shareholders, Paragon Technologies, Inc., August 26, 2013
- “The case against a Delaware state common law fraud action from alleged misstatements in a filing required by federal securities law,” M. Drory · University of Pennsylvania Journal of Business Law, Spring 2012
- “GCs Laud Securities, M&A Attorneys With Top Client Skills,” Law 360, February 2012
- “Leonard Green’s $1.6B Jo-Ann Buyout Triggers Probes,” Law 360, December 2010
- “In-House Counsel Name Favorite Securities Lawyers,” Law 360, January 2010
- “Proxy Access: A Study of 500+ Letters Submitted to the SEC on ‘Facilitating Shareholder Director Nominations,'” The Altman Group, November 30, 2009
- “Poison Pill Increasingly A Tough Call,” Law 360, October 2009
- David P. Porter, “Institutional Investors and Their Role in Corporate Governance: Reflections by a “Recovering” Corporate Governance Lawyer,” 59 Case W. Res. L. Rev. 627 (2009)
- “Shareholder Activism in the Small Cap Market,” June 2019
- “Implementing Stock Buyback Programs at Activist – Controlled Boards,” May 2015
- “The Poison Pill: A Classic from 1979,” October 2011
- “Activist Investing Roundtable,” panelist, April 2010
- “Proxy Fights,” March 2010
- “Consideration of Placing a Poison Pill ‘On the Shelf’,” August 2009
- “A Thousand Decisions in 56 days: Winning the Proxy Contest,” May 2009
- “The ‘Fiduciary Duty Club’ in Proxy Contests,” March 2009
- “Recent Trends in M&A Due Diligence and Litigation,” August 2008
- “Structuring a Debt Tender Offer in an M&A Transaction,” December 2004
- “Teaming with In-House Counsel and Professionals on M&A Transactions,” November 2004
- “Buying a Company During its IPO Process,” October 2004
- Selected for inclusion in The Best Lawyers in America® 2016 to 2025 for Corporate Law and Mergers and Acquisitions Law
- BTI Client Service All-Star, 2010, 2012 and 2014
- Listed in Legal 500 in Mergers and Acquisitions, 2014
- Selected to the Ohio Super Lawyers list, 2009
Education
- Georgetown University Law Center, J.D., 1996
- Stanford University, A.B., 1993
Bar Admissions
- Ohio
- SEC Rules Seek to Force OTC Companies to Provide Greater Disclosure,
Securities Update
, September 18, 2020 - Proposed Rules Seek to Force OTC Companies to Provide Greater Disclosure, January 27, 2020