Bruce A. Toth Esq.

Winston & Strawn LLP
Toth, Bruce A.

Bruce Toth is a corporate Partner in Chicago office. Mr. Toth focuses his practice on securities, financing, mergers and acquisitions, and corporate governance. He represents such clients as Lear Corporation, Booth Creek, Inc., International Automotive Components, Deutsche Bank, Plexus Corporation, Affinia Corporation, Icahn Enterprises, Nuveen Investments, TreeHouse Foods Inc., Stark Investments, and American Capital Strategies.  His recent representative transactions include a $320 million initial public offering, a $2.4 billion credit facility to finance an acquisition, a $750 million acquisition, a $900 million spin-out transaction, and a $700 million debt offering.

Prior to joining Winston & Strawn in 1982, Mr. Toth was a Vice President in the corporate finance department of Prescott, Ball & Turbin, an investment banking firm.

He received a B.S., summa cum laude, from the Georgia Institute of Technology and a joint J.D./M.B.A. from Stanford University.

 

Mr. Toth is the co-author of think and code Corporate Practice Portfolio Series No. 63-3rd, The Board of Directors.  This portfolio provides an overview of the problems and responsibilities facing the modern corporate board. It sets forth the duties of directors and examines the question of to whom those duties are owed, looking at both the traditional model, which held the directors responsible only to shareholders, and more recent theories that directors on occasion owe duties to non-shareholders. The portfolio then considers the size and composition of the board, and the roles of committees in its functioning. It explains the duties and liabilities of individual board members, considering such matters as dealing with "interested" transactions, reliance upon experts, changes in corporate control,
and proxy contests. It also describes the business judgment rule andpotential liabilities under environmental laws. The portfolio then explains the protections available to directors through indemnification, exculpation, and liability insurance. The portfolio concludes by discussing the special duties and responsibilities of directors that arise in the context of derivative lawsuits and managing financially troubled companies.

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