Stephen M. Honig

Partner

  • Stephen M. Honig
  • Phone: +1 857 488 4239

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  • Duane Morris LLP
    100 High Street, Suite 2400
    Boston, MA 02110-1724
    USA

Stephen M. Honig practices a broad spectrum of business law, with emphasis on corporate, governance, mergers and acquisitions, securities laws and business planning. He is a member of the firm's Corporate, Life Sciences and Biotechnology, and Private Equity practice groups. 

Mr. Honig's career has reflected the technological orientation of the New England area. Today, many of his engagements are in the life sciences, and health care. He also counsels emerging enterprises, including those in life sciences and medical devices. His practice also includes working with founders and senior executives in wealth planning and the interface between their corporate and personal lives.

Mr. Honig has effected transaction involving: medical data companies; biotech and medical device companies obtaining financing, through representation of both investors and entities; life science companies effecting mergers and acquisitions; contract research organizations expanding through CRO acquisition; financing and joint venturing by photovoltaics manufacturers; contracting for computer hardware and software on both sides of such transactions; manufacture and contracting for semi-conductors and circuit boards; contracting for SaaS service offerings; M&A in a wide variety of tech industries; representation of persons joining fiduciary or advisory boards in business or technological capacities; representation of boards of directors; representation of C-suite officers in contractual and equity negotiations; and, formation and structuring of entities for management, financial and international taxation advantage.

Mr. Honig also advises boards of directors and management relative to establishing regimes for the regulation of use of generative artificial intelligence so as to protect personal information, ensure accuracy in corporate documentation and avoid bias in hiring and other corporate functions.

Mr. Honig has served as president of a registered investment advisor, represented companies and underwriters in public offerings and private placements, represented broker-dealers and market makers, and effected the entry of banks into the securities business.

Mr. Honig has served as trustee of family trusts and, in that capacity, has evaluated and supervised the investment of assets on behalf of the families. He also represents individual, institutional and venture capital investors in equity, debt and lease financings.

In March 2011, Mr. Honig taught American business law and entrepreneurship at the University of Belgorod in Southwestern Russia. Mr. Honig has taught securities law and regularly lectures and writes on governance issues, shareholder disputes, cyber risk, securities law regulation, Sarbanes-Oxley, Dodd-Frank and the representation of senior executives in establishing compensation regimes in both public and private companies.

Mr. Honig writes regularly on his blog, Law and Other Anomalies, which can be accessed at stephenhoniglawblog.com, where he addresses corporate, business and securities law issues as well as legal and board issues arising from the use of GAI. He served as regular columnist for almost two decades for InHouse, a newspaper directed to in-house corporate counsel. He has published seven books, and serves as Board member to the New England Poetry Club (founded in 1913 by Amy Lowell and Robert Frost).

Mr. Honig is a member of the National Association of Corporate Directors and the Securities Law Committees of the Boston and Massachusetts Bar Associations. When serving as principal program director for the National Association of Corporate Directors in New England, he had designed and presented programs for directors and advisors to directors on matters of governance, director duties, boards in crisis, boards faced with regulatory issues, and the legal challenges facing directors under Delaware corporate and Federal securities laws. He is a 1966 graduate of Harvard Law School and holds his undergraduate degree from Columbia College.

Areas of Practice

  • Corporate Law
  • Life Sciences
  • Mergers and Acquisitions
  • Corporate Governance
  • Emerging Businesses
  • Securities Law
  • Private Equity
  • Capital Markets
  • Wealth Planning

Representative Matters

  • Representing PeriphaGen, a biopharmaceutical company, in a trade secret and breach of contract case against Krystal, Inc. relating to complex gene therapy technology.

  • Represented a leading healthcare investment bank and affiliated companies in a transaction in which it spun off an investment advisory entity specializing in derivative investments in publicly traded pharmaceutical companies; the transaction established another unaffiliated entity to hold the interests in the advisory company, and payment was by combination of debt and warrant coverage.

  • Represented Protagen Protein Services GmbH, a world-leading German Contract Research Organization (“CRO”) and protein science expert, in its acquisition of BioAnalytix, Inc., a pharmaceutically-oriented American biotech company spun-out from the Barnett Institute of Chemical and Biological Analysis at Northeastern University; the transaction establishes a new method of protein analysis in the United States.

  • Representing social application startup in company formation, international taxation and intellectual property matters.

  • Sale of medical device company out of chapter 11 in sealed bid auction process with various IP-sensitive bidders.

  • Effected merger of life sciences research company with broker/dealer registered investment banking firm.

  • Assisted investors in multi-tiered biotech company in structuring an exit format satisfactory to investors, common stockholders and management.

  • Effected acquisition by public acquirers of a software company, a semi-conductor materials company, a circuit board company, a fitness products company and a medical software company.

  • Representing offshore strategic investor in bridge financing of VC-backed Silicon Valley technology company.

  • Representing a long-dormant public company in its revival, SEC compliance and "going dark."

  • Representing Investment Bank in $35,000,000 investment into bank, and related regulatory issues.

  • Representing investors in $50,000,000 D Round in information technology company.

  • Sale of defense contractor with proprietary technology and UK subsidiary.

  • Resurrection of publicly registered company after ten year dormancy, with related SEC clearances.

  • Advised venture capital leasing company on numerous national and international telecom leases, with related equity participations.

  • Structured and implemented international licensing regime for American-based, Harvard-affiliated business consulting concern.

  • Effected partial or complete family buyouts/succession strategies for privately owned hardware manufacturer, privately owned defense contractor and privately owned investment bank.

  • Represented senior executive employee in connection with whistleblower/Sarbanes-Oxley investigation.

  • Represented senior executives in connection with employment, severance, parachute and compensation acceleration (409A) issues in connection with acquisition by a public acquirer.

  • Effected private placements, PIPES and secondary public offerings for clients in diverse industries.

  • Advised public accounting firm in its consolidation with a national practice firm.

  • Served as an expert witness in cases involving the standard of care for corporate representation in emerging companies.

  • Established irrevocable trusts, serving as trustee and issuing private annuities, effecting investment programs and financing various operating companies.

  • As family trustee, invested and supervised portfolio to balance yield and growth in complex family situation.

  • As family trustee, had significant role in staffing and operating West coast manufacturing facility, East coast commodities distribution company, and factoring/receivables finance company.

  • Representation of bank in negotiating of master custodial agreements and related securities transaction documentation.

  • Designed deferred compensation, phantom stock and other compensation plans and funds for senior executives in the brokerage and financial services industries.

  • Provided comprehensive '34 Act, Sarbanes-Oxley and Regulation FD disclosure advice to exchange-listed public company.

  • Represented various senior executives in identifying, pursuing and documenting affiliations with (and investments in) their "next" businesses.

  • Advised domestically based financial services company in structuring derivative securities based upon stripped financial instruments and pools of senior settlement insurance policies.

  • Advised boards and committees of boards of directors relative to executive compensation, business valuation, option and restricted stock programs, and acquisitions.

Admissions

  • Massachusetts
  • U.S. Court of Appeals for the First Circuit
  • U.S. District Court for the District of Massachusetts
  • Supreme Court of Massachusetts

Education

  • Harvard Law School, LL.B., 1966
  • Columbia College, A.B., 1963

Experience

  • Duane Morris LLP
    - Partner, 2003-present
  • Schnader Harrison Goldstein & Manello, Boston, Massachusetts
    - Partner, 2000-2002
  • Goldstein & Manello P.C., Boston, Massachusetts
    - Founding Partner, 1976-1999
  • Widett & Widett, Boston, Massachusetts
    - Partner, 1971-1976
    - Associate, 1966-1971

Professional Activities

  • Massachusetts Bar Association
    - Securities Law Committee
  • Boston Bar Association
    - Securities Law Committee
  • National Association of Corporate Directors
    - Chair, Programming/New England Chapter, 2006-2008
    - Member of Board of Directors, 2008-2014
    - Member, New England Advisory Council, 2014-present
  • Mentor, Mass Challenge, a mentoring consortium for emerging businesses

Honors and Awards

Civic and Charitable Activities

  • New England Poetry Club, Board of Directors 2022

  • National Association of Corporate Directors, New England Chapter
    - Member of Board of Directors, 2008-2014
    - Member, New England Advisory Council, 2014-present
  • Steering Committee, Simmons College, Graduate MBA Program, 2006-2011
  • Big Brothers Big Sisters of Eastern Massachusetts
    - Clerk of Corporation, 2010-present
    - Member of Board of Directors, 2008-2023
    - Chair, Governance Committee and Member, Executive Committee, 2014-present
  • Volunteer, Educational Surrogate Parent (designated to assist children) 1997-2007
  • Former Member, Legal Panel, Civil Liberties Union of Massachusetts

Selected Publications

Selected Speaking Engagements

  • Moderator, "The Role of Corporate Directors in Policing Cyber Security," New England Chapter of National Association of Corporate Directors, May 14, 2019

  • Speaker, "Large Privately Held Companies," "Seat at the Table," Seminar, Board Options, Inc., Newton, Massachusetts, 2017
  • Speaker, "Boards of Directors for Emerging Companies," MassChallenge, Boston, Massachusetts, 2017
  • Chair and Speaker, "Pre-Money Valuations of Emerging Companies," Meeting of Sky Ventures Group, Boston, Massachusetts, 2017
  • Speaker, "Selected Issues in Drafting Corporate Contracts," Massachusetts Continuing Legal Education panel, May 13, 2015
  • Speaker, "Noncompetition Agreements for Massachusetts Medical Device Companies," MassMEDIC (Society of device manufacturers), September 16, 2014
  • Speaker to the Justices of the Belgorod Arbitral Court, Belgorod Region, Russia, on "America Dispute Resolutions," March 2011
  • Visiting Professor, Belgorod (Russia) State University, March 2011
  • Speaker, "Update on Corporate Governance Best Practices & Legislative Initiatives," New England Business & Securities Law Conference 2010, webcast, October 20, 2010
  • Speaker, "An Unsolicited Acquisition Offer Has Been Made: What Are the Next Steps Board Members Should Take?" Stybel Peabody/Board Options, Inc. Seat at the Table Series, Waltham, Massachusetts, September 28, 2010
  • Webinar Panelist, "Establishing and Maintaining Effective Enterprise Risk Management Practices," 3rd Board Risk Management Seminar, April 12, 2010
  • Panelist, "Meeting the Fiduciary Standards in Private Board Settings," NACD Series April 2009
  • Speaker, "Developments in Governance and the Impact on Internal Risk Management," Seminars for Non-Profits in Providence, Rhode Island and Boston, Massachusetts, October 2008
  • Program Chair, "Developments in the Governance of Non-Profits," New England Chapter of the National Association of Corporate Directors, Boston, Massachusetts, June 10, 2008
  • Moderator, "Relationship of Shareholder Control Mechanisms to Financial Success," program, Boston/New England Chapter of the National Association of Corporate Directors, Boston, Massachusetts, November 6, 2007
  • Speaker, "Sarbanes-Oxley Act" (section on director and officer impact, whistleblowing, section 404 internal controls, fairness opinions), Lorman Education Services, Boston, Massachusetts, 2006
  • Moderator, "Exit Strategies: A Case Study of Board Interaction," National Association of Corporate Directors Program, Boston, Massachusetts, 2005
  • Speaker, "Sarbanes-Oxley Act" (sections on director and officer impact, whistleblowing and section 404 internal controls), Lorman Education Services, Boston, Massachusetts, 2005
  • Moderator and Speaker, "Is it Too Risky to be a Board Member?" National Association of Corporate Directors Program, Providence, Rhode Island, 2005
  • Speaker, "Rights and Responsibilities of Public Employers, Executives and Lawyers after Sarbanes-Oxley," American Law Institute-American Bar Association, Boston, Massachusetts, 2003
  • Chair and Speaker, "Doing Business in Challenging Economic Times," Lorman Education Services, Philadelphia, Pennsylvania, 2002
  • Speaker, "Protecting In-House Counsel," Northeast Conference, American Corporate Counsel Association, Waltham, Massachusetts, 1994
  • Speaker, "Legal and Antitrust Aspects of Foreign Companies Entering into the Computer Business in the United States," National Conference, Computer Law Association, Toronto, Canada, 1983