Biography
Irwin Steinhorn’s main areas of practice include corporate compliance and ethics, mergers & acquisitions, securities regulation and compliance, capital markets, securities offerings, and shareholder activist matters. He has represented clients in numerous international transactions, having negotiated technology transfer, acquisition, and other types of agreements in numerous foreign countries, including the former Soviet Union, Romania, Yugoslavia, Italy, Israel, Egypt, Mexico, Venezuela, Colombia, Japan, Indonesia, and Australia. In addition, Irwin has been engaged as an expert witness in numerous corporate/securities/agency cases pending in both federal and state courts.
With six decades of legal experience, Irwin has served in executive and general counsel roles for two New York Stock Exchange (NYSE) listed companies. Irwin has served as an adjunct professor at Oklahoma City University Law School for 30 years, teaching courses in corporate/securities regulations, agency/partnership, and limited liability company law. In addition, he serves as a member of the school’s Executive Advisory Board. Irwin is a frequent lecturer at seminars relating to all areas of corporate law, corporate governance, securities laws and regulations, environmental law, and mergers and acquisitions.
In addition to his legal practice, Irwin contributes to the local community as a member of the Board of Directors and former Treasurer of the Jewish Federation of Oklahoma City. He has also been recognized by Who’s Who in American Law, Who’s Who in America, Who’s Who of Emerging Leaders in America, and Who’s Who in the World.
Court Admissions
- U.S. District Court for the Western District of Oklahoma
- U.S. District Court for the Northern District of Texas
Representative Experience
- M&A Transactions
- Negotiated a successful resolution following a hostile takeover of a hazardous waste management company listed on the NYSE
- Represented a NYSE company in its purchase of a major air-handling manufacturing company
- Represented a NYSE company in its purchase of a major chemical company from a large NYSE company
- Assisted a radioactive and hazardous waste management company in its acquisition of another radioactive waste company and its subsidiaries for approximately $20 million and helped with amendments to its term and revolving credit facilities in connection with the acquisition
- Assisted a NASDAQ listed radioactive and hazardous waste management company in its divestitures of certain hazardous and non-hazardous waste management facilities located in Florida, Ohio, and other states
- Represented a beer distributor in the sale of substantially all of its assets for approximately $100 million in cash and assumption of liabilities of the seller
- Assisted a NASDAQ listed radioactive and hazardous waste management company in connection with its acquisition of a mixed radioactive and hazardous waste company located in Washington, for cash, an additional amount in shares of the buyer’s common stock, and an earn-out
- Assisted a NASDAQ listed radioactive and hazardous waste management company in its acquisition of a Tennessee radioactive and hazardous waste management company from a NYSE company in a stock for cash, stock, and assumption of certain debts
- Assisted a NASDAQ listed radioactive and hazardous waste management company in its acquisition of another Tennessee radioactive and hazardous waste management company
- Assisted a NASDAQ listed radioactive and hazardous waste management company in its acquisition of numerous radioactive, hazardous, and non-hazardous waste facilities located in Florida, Georgia, and Ohio for cash and common stock
- Represented stockholders of a multi-state diversified oilfield service holding company in the reorganization and sale of controlling membership interests to a private equity fund for approximately $50 million
- Represented stockholders of a large non-hazardous waste landfill located in Utah in its sale to an NYSE listed company.
- Financing and Complex Corporate/Securities Transactions
- Represented a NYSE listed company in its 144A debt offering totaling $425 million and registration statement registering the debentures
- Represented a NYSE listed company in its numerous convertible subordinated 144A debt offerings totaling approximately $100 million and registration statements registering the debentures and convertible common stock
- Represented a subsidiary of an NYSE listed company in its senior debt offering totaling $105 million and registration statement registering the debt securities sold in the offering
- Represented a NYSE listed company in its offerings of convertible preferred stock and registration statements registering the series of preferred stock and the convertible common stock
- Assisted a NASDAQ listed company in its unit offering and registration statement relating thereto
- Represented a NASDAQ listed company in its numerous private placements of common and preferred stock and registration statements relating thereto
- Represented a NYSE listed company in its $200 million shelf-registration of common stock
- Represented a NASDAQ listed company in its shelf-registration of common stock
- Represented NYSE and NASDAQ listed companies in the negotiations and documentation of numerous term and revolving lines of credit transactions
- Assisted NYSE and NASDAQ listed companies in their various SEC filings, proxy statements, and other corporate issues
- Represented publicly held companies in stock splits and reverse stock split transactions
- Represented NYSE and NASDAQ listed companies in connection with listing requirements of the NYSE and NASDAQ
- Shareholder Activism
- Represented NYSE and NASDAQ listed companies in connection with claims made by shareholder activists and provided strategic defenses and proxy contest representation in connection therewith
- International Transactions
- Represented clients in numerous international transactions and negotiated technology transfer, acquisition and other types of agreements in foreign countries, including the former Soviet Union, Romania, Yugoslavia, Italy, Israel, Egypt, Mexico, Venezuela, Colombia, Japan, Indonesia, and Australia
- Represented domestic and foreign publicly-held companies in Regulation S private offerings of securities outside the United States
Licensed In
- Oklahoma
- Texas (inactive)
Education
- LL. B. University of Texas at Austin School of Law
- B.B.A. University of Texas at Austin
Memberships
- Business Law Section Committee on Corporate Laws, American Bar Association
- Oklahoma Bar Association
- Texas Bar Association
- Executive Board, Oklahoma City University School of Law
- Board of Directors, Jewish Federation of Oklahoma City (2011-Present)
- Treasurer, Jewish Federation of Oklahoma City (2013-2015)
- Adjunct Professor, Corporations, Agency/Partnerships, Securities, Oklahoma City University School of Law (1979-2009)
- Board of Directors, Oklahoma Venture Forum (2000-2004)
- American Bar Association Oklahoma Representative, Business Law Section Committee (1999-Present)
- Oklahoma Business Corporations Committee (1984-Present)
- Business Law Section and Environmental Law Section, Oklahoma Bar Association
- Oklahoma Securities Commission Advisory Committee (1986-1994)
- Oklahoma Bar Association Business Law Section Chairman (1988-1989)
- Oklahoma Bar Association Business Law Section Chairman Elect (1987-1988)
- Oklahoma Bar Association Business Law Section Secretary-Treasurer (1986-1987)
Achievements
- The Best Lawyers in America®, Corporate, Mergers and Acquisitions (2005-2023), Securities Law (2005-2023), Commercial Finance Law (2026), Corporate Law (2026), Securities/Capital Markets Law (2026)
- Best Lawyers® 2013, Oklahoma City, OK, Securities/Capital Markets Law, Lawyer of the Year
- 405 Magazine Designation as “One of the Top Lawyers” in Oklahoma City (2013)
- Journal Record Leadership in Law Award (2009)
- Phi Alpha Delta
Speaking Engagements
- “Commercial Law Update: Corporate Compliance Under Sarbanes-Oxley,” The Oklahoma Bar Review CLE; The Conference on Consumer Finance Law (2004)
- Keynote Speaker, “Corporate Governance under Sarbanes-Oxley,” 21st Annual Business
- Symposium, University of Central Oklahoma (2004)
- “Commercial Law Update: Impact of Recent Events and Sarbanes-Oxley on Corporate Governance, Accounting and Securities Law Issues,” Oklahoma Bar Association and The Conference on Consumer Finance Law (2002)
- “Being House Counsel – The Ins and Outs,” Oklahoma Bar Association (2002)
- “Public Company Disclosure and Governance in the Post-Enron World,” Oklahoma City University School of Law (2002)
- “Mergers & Acquisitions,” The Cambridge Institute (1999)
- Fourth Annual Corporate Law Institute (1993)
- Fourth Annual Environmental Law Seminar (1993)
- “Environmental Law-The Basics from A to Z,” Oklahoma Bar Association (1992)
- Third Annual Corporate Law Institute (1992)
- Second Annual Corporate Law Institute (1991)
- Second Annual Environmental Law Institute (1991)
- Corporate Law Institute (1990)
- “Environmental Law: Hazardous Waste in the `90’s” (1990)
- “Practical Guides and Steps in Representing Clients Affected by the Comprehensive Environmental Response, Compensation and Liability Act, Superfund,” Oklahoma Bar Association Banking and Commercial Law Section (1988)
- “RCRA Regulations Court,” Government Institutes, Inc. (1988)
- “Representing the Closely-Held Corporation,” Oklahoma City University School of Law (1988)
- “Corporations and Corporate Law,” Oklahoma City University School of Law (1987)
- “New Oklahoma General Corporation Act” (Oklahoma City and Tulsa, Oklahoma) 1986
- “New Oklahoma General Corporation Act,” Oklahoma City University School of Law (1986)
- “Securities Aspects of Mergers and Acquisitions,” Oklahoma City University School of Law (1984)
- “Stockholder Derivative Actions,” Business Association Section, Oklahoma Bar Association (1983)
Publications
- “Corporate Compliance Under the Regulations Implementing Sarbanes-Oxley,” Consumer Finance Law, Quarterly Report, Vol. 60, No. 1 (Spring 2006)
Press Release
Announcement