Irwin H. Steinhorn

Biography

With over 60 years of experience, Irwin Steinhorn assists clients with corporate compliance, ethics, mergers and acquisitions, securities regulation and compliance, capital market transactions, securities offerings, shareholder activism, and environmental law. Steinhorn also represents clients in international transactions, negotiating technology transfers, acquisitions, and other agreements across various foreign countries, including the former Soviet Union, Romania, Yugoslavia, Italy, Israel, Egypt, Mexico, Venezuela, Colombia, Japan, Indonesia, and Australia. Additionally, he has served as an expert witness in many corporate and securities cases in both federal and state courts.

Steinhorn’s background includes serving as vice president and general counsel for two New York Stock Exchange (NYSE) listed companies. He served as an adjunct professor of law for 28 years at Oklahoma City University School of Law, teaching various courses relating to corporate and securities law.

Moreover, Steinhorn has authored numerous publications and reports, offering valuable insights into the legal field, and frequently demonstrates his vast knowledge and experience by discussing a wide range of corporate and securities topics in seminars and lectures.

Steinhorn is admitted to practice in the United States District Court for the Western District of Oklahoma and the United States District Court for the Northern District of Texas.

In addition to his legal practice, Steinhorn contributes to the legal and local community as a member of the Executive Advisory Board of the Oklahoma City University School of Law and as a member of the Board of Directors and Treasurer of the Jewish Federation of Oklahoma City.

Representative Experience

M&A Transactions

  • Hazardous waste management company listed on the NYSE in a hostile takeover of its company and negotiating a successful resolution to the matter
  • NYSE company in its purchase of a major air-handling manufacturing company
  • NYSE company in its purchase of a major chemical company from a large NYSE company
  • Radioactive and hazardous waste management company, whose common stock is listed on the NASDAQ, in its acquisition of another radioactive waste company and its subsidiaries for approximately $20 million and amendments to its term and revolving credit facilities in connection with the acquisition
  • 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
  • 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
  • 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
  • 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
  • NASDAQ listed radioactive and hazardous waste management company in its acquisition of another Tennessee radioactive and hazardous waste management company
  • 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
  • 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
  • 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

  • NYSE listed company in its 144A debt offering totaling $425 million and registration statement registering the debentures
  • 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
  • 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
  • NYSE listed company in its offerings of convertible preferred stock and registration statements registering the series of preferred stock and the convertible common stock
  • NASDAQ listed company in its unit offering and registration statement relating thereto
  • NASDAQ listed company in its numerous private placements of common and preferred stock and registration statements relating thereto
  • NYSE listed company in its $200 million shelf-registration of common stock
  • NASDAQ listed company in its shelf-registration of common stock
  • NYSE and NASDAQ listed companies in the negotiations and documentation of numerous term and revolving lines of credit transactions
  • Both NYSE and NASDAQ listed companies in their various SEC filings, proxy statements, and other corporate issues
  • 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

  • NYSE and NASDAQ listed companies in connection with claims made by shareholder activists and provided strategic defenses and proxy contest representation in connection therewith

Licensed In

  • Oklahoma
  • Texas

Education

  • LL. B. University of Texas at Austin School of Law
  • B.B.A. University of Texas at Austin

Memberships

  • American Bar Association (Business Law Section Committee on Corporate Laws)
  • Oklahoma Bar Association (Business Law Section and Environmental Law Section)
  • Texas Bar Association
  • Oklahoma Venture Forum Board of Directors Member (2000-2004)
  • Oklahoma City University School of Law Executive Board
  • Oklahoma City University School of Law Adjunct Professor (Corporations, Agency/Partnerships, Securities
  • Jewish Federation of Oklahoma City Board of Directors (2011-Present) and Treasurer (2013-2015)
  • Oklahoma Business Corporations Committee (1984-present)
  • Oklahoma Securities Commission Advisory Committee (1986-1994)
  • Phi Alpha Delta
  • Rotary Club 29

Achievements

  • Best Lawyers® 2013, Oklahoma City, OK, Securities/Capital Markets Law, Lawyer of the Year
  • American Bar Association Business Law Section Committee, Oklahoma Representative (1999-2019)
  • 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)
  • The Best Lawyers in America®, Corporate, Mergers and Acquisitions, and Securities Law (2005-2023)
  • Journal Record Leadership in Law Award (2009)
  • 405 Magazine Designation as “One of the Top Lawyers” in Oklahoma City (2013)

Speaking Engagements

  • 2004 Commercial Law Update – “Corporate Compliance Under Sarbanes-Oxley”, The Oklahoma Bar Review CLE and The Conference on Consumer Finance Law, 2004
  • Keynote Speaker: “Corporate Governance under Sarbanes-Oxley”, 21st Annual Business Symposium, University of Central Oklahoma, 2004
  • “2002 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

Publications

  • “Corporate Compliance Under the Regulations Implementing Sarbanes-Oxley,” Consumer Finance Law, Quarterly Report, Vol. 60, No. 1, Spring 2006

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