Steven M. Haas

Steven is co-head of the firm’s mergers and acquisitions team. He represents clients on a wide variety of M&A transactions, including change-of-control transactions, public company sales, strategic acquisitions and divestitures. He also regularly advises companies and boards of directors in connection with corporate governance, shareholder activism and other fiduciary duty matters.

Steven has been recognized nationally for his M&A and corporate governance practices. He is a fellow in the American College of Governance Counsel, elected to the American Law Institute and was named as a Leading Lawyer for Mergers & Acquisitions (USA) by IFLR 1000. In 2015, Law360 named him an M&A “Rising Star.” In 2013, he was named to the “40 under 40” list of legal counsel by The M&A Advisor. He was also named a “Rising Star of Corporate Governance” by the Millstein Center for Global Markets and Corporate Ownership at Columbia Law School.

• Represented Angelo Gordon & Co.’s affiliate AG Mortgage Investment Trust in its successful topping bid to acquire Western Asset Management Corporation
• Served as an expert witness in the Delaware Court of Chancery on corporate drafting, custom, and practice in a dispute between a corporation and activist stockholders
• Represented American Electric Power Company (AEP) in the $1.5B divestiture of its renewable energy portfolio to a consortium consisting of Invenergy, CDPQ and Blackstone Infrastructure
• Represented Arlington Asset Investment Corp. in its merger with Ellington Financial
• Represented Darden Restaurants in its $715 million acquisition of Ruth’s Hospitality Group, Inc., owner of the Ruth’s Chris Steak House brand
• Represented Coastal Plywood Company in its $512 million sale to Boise Cascade Company
• Represented Healthcare Realty Trust in its $18 billion combination with Healthcare Trust of America
• Represented Industrial Logistics Properties Trust in its $4 billion acquisition of Monmouth Real Estate Investment Corporation
• Represented Fortress Investment Group in its acquisition of J. Alexander’s Holdings, a publicly traded restaurant company
• Represented Capstead Mortgage in its $1 billion merger with Benefit Street Partners Realty Trust, Inc.
• Represented Sonesta International Hotels Corporation in its acquisition of Red Lion Hotels Corporation, a publicly traded hotel franchisor
• Represented New Lake Capital Partners in its merger with Green Acreage Real Estate Corp. to create a sector-leading industrial REIT
• Represented GAINSCO in its sale to State Farm Mutual Automobile Insurance Company
• Represented Cyrq Energy, a private equity portfolio company, in its sale to Macquarie Infrastructure and Real Assets
• Represented a special committee of independent directors in connection with a sale to a SPAC
• Represented Hospitality Properties Trust in its $2.4 billion acquisition of substantially all of the assets of Spirit MTA REIT
• Represented Duke Energy in the sale of a minority interest in a $1 billion renewable energy portfolio
• Represented the Special Committee of Liberty Tax, Inc., in connection with a recapitalization led by a private equity fund
• Represented Pebblebrook Hotel Trust in its successful $5.6 billion unsolicited takeover of LaSalle Hotel Properties
• Represented the special committee of a public company in negotiating strategic alternatives with the company’s controlling stockholder
• Represented Darden Restaurants in its $780 million acquisition of Cheddar’s Scratch Kitchen Restaurants
• Represented Raytheon Company, a leading defense contractor, in numerous acquisitions of other defense and cyber security companies, including in its $500 million all-cash tender offer to acquire Applied Signal Technology, a NASDAQ-listed defense company
• Represented Bank of the Cascades in its cash/stock merger with First Interstate BancSystem, Inc.
• Represented a custodian appointed by the Delaware Court of Chancery to sell Supreme Oil Company, Incorporated, to Stratas Foods LLC
• Represented ShenTel, a telecommunications services company, in its $800 million acquisition of NTELOS Holdings Corp., a publicly-traded wireless phone service provider, and in various related transactions with Sprint
• Represented The Hershey Company in its acquisition of the barkTHINs chocolate brand
• Represented the independent directors of Cleco Corporation, an NYSE-listed utility company, in its $4.7 billion sale to a consortium of investors led by Macquarie Infrastructure and Real Assets and British Columbia Investment Management Corporation
• Represented Stock Building Supply Holdings, Inc. in its $1.5 billion strategic stock-for-stock merger with Building Materials Holding Corporation to create one of the country’s largest lumber and building material supply companies
• Represented Kraft Foods Group, Inc. in its $46 billion merger with H.J. Heinz Co.
• Represented Wilshire Bank in its strategic merger with BBCN Bancorp Inc.
• Represented Cascade Bancorp in its successful go-shop topping bid to acquire Home Federal Bancorp, Inc., a NASDAQ-listed bank
• Represented Seamobile, Inc./MTN Communications, a venture capital-backed telecommunications company, in connection with its sale to Emerging Markets Communications
• Submitted an amicus brief to the U.S. Court of Appeals for the Second Circuit in Trinity v. Wal-Mart with respect to shareholder proposals submitted under Rule 14a-8, which brief was cited by the court
• Represented numerous companies and REITs in responding to activist hedge funds
• Represented CapLease, Inc. in its $2.2 billion sale to American Realty Capital Properties, Inc. and related “go-shop” sale process
• Represented the special committee of Colonial Properties Trust (NYSE) in its $8.3 billion stock-for-stock merger with MAA/Mid-America Apartments
• Represented Darden Restaurants in its acquisition of Yard House USA, Inc., an innovative restaurant business
• Represented Progress Energy in its $30 billion modified merger-of-equals with Duke Energy to create the country's largest regulated utility
• Advised several private equity firms and their portfolio company on numerous acquisitions, including the $560 million acquisition of a NASDAQ company
• Advised a NASDAQ company and its special committee in an all-cash sale to a foreign acquiror
• Represented a controlling stockholder in a $1.2 billion sale of its controlled public company to a pharmaceutical company
• Represented AmeriCredit Corp. in its $3.5 billion all-cash sale to General Motors
• Represented a Fortune 50 company in its $11.7 billion acquisition of public consumer products company
• Represented a target company board of directors in a merger involving a “go-shop” provision leading to a favorable reported decision in the Delaware Court of Chancery
• Assisted in the representation of the former directors and officers of an insurance company leading to first-impression decisions in the Delaware Supreme Court and Delaware Court of Chancery rejecting the doctrine of “deepening insolvency” as a theory of director liability
• Represented a private equity fund in a transaction dispute resulting in a landmark decision by the Delaware Court of Chancery in ABRY Partners V, L.P. v. F&W Acquisition, LLC

• Named among Leading Lawyers for Mergers & Acquisitions, USA, IFLR 1000, 2018-2019, 2024
• Recommended for M&A: Middle Market, Legal 500 United States, 2018-2024
• Recognized as a Leader in Corporate/M&A, Southern Virginia, Chambers USA, 2020-2024

• Recognized as a ‘Go To Lawyer’ for business transactions by Virginia Lawyers Weekly, 2024

• Fellow and Board Member, American College of Governance Counsel
• Member, American Law Institute
• Selected as a Super Lawyer for Mergers & Acquisitions, The Washington Post Magazine Virginia & West Virginia Super Lawyers Magazine, 2017-2024 and Rising Star, 2009-2016
• Named among Law360 M&A Rising Stars, 2015
• Recipient, “40 Under 40” Award, The M&A Advisor, 2013
• Named a “Rising Star of Corporate Governance,” Millstein Center for Global Markets and Corporate Ownership at Columbia Law School, 2013
• Named to Who’s Who: M&A and Governance
• Named among the Legal Elite for Business Law, Virginia Business magazine, 2017-2018, 2022
• Recipient, M&A Advisor, Financials Deal of the Year, 2017
• Recipient, M&A Atlas Award “USA Deal of the Year – $500-750 Million Markets,” 2016
• Recipient, M&A Atlas Award “Corporate Deal of the Year – Middle Market,” 2014
• Recipient, M&A Atlas Award “Corporate M&A Deal of the Year” ($10 billion plus), 2012
• Recipient, M&A Atlas Award “Corporate M&A Deal of the Year – Large Middle Markets,” 2012
• Recipient, M&A Atlas Award “North American Deal of the Year – Middle Markets,” 2011
• Recipient, M&A Atlas Award “North American Deal of the Year” ($1 billion to $5 billion), 2011
• Recipient, M&A Atlas Award “Consumer Goods and Services Deal of the Year,” 2010

• American Law Institute, elected 2021
• Member and Chair, ABA Corporate Laws Committee 
• Former Chairman, ABA Corporate Governance Subcommittee on Current Developments and Emerging Issues
• Business Law Section Council – Virginia Bar Association (former President)
• Board of Trustees, American College of Governance Counsel