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Practice/Industry Groups:
Business Law
Banking & Financial Services
Health Care
Insurance
Investment Banking & Structured Finance
John Beavers is a partner in the business law group. His areas of practice include board and executive governance, corporate and securities law, executive compensation and taxation, mergers and acquisitions, business partners and strategic alliances, and public-company reporting and disclosure. He is chair of Bricker & Eckler's "Counsel for BOARDS AND EXECUTIVES" group. Using his 30+ years of combined management and legal experience, he focuses on:
Preparing boards and executives for the post-Sarbanes-Oxley environment
Representing boards and their audit, compensation and nominating committees
Compensation and benefit planning for boards and executives
Preparing businesses for and structuring mergers, acquisitions and strategic alliances
Preparing businesses of all types for entry into the capital markets
Executive employment contracts
Forensic audits and investigations of defects in internal control and disclosure controls, violations of law, breaches of fiduciary duty and illegal activities
Governing board and executive officer governance
Governing board structure and organization Corporate structure and organization, including structure and organization of alliances
Public reporting and disclosure responsibilities of boards and executives
D&O insurance, indemnification and other protection against board and executive liability.
To complement his work in the board and executive practice area, he serves as editor of the website BoardandExecutive.net and the newsletter Acredula, both of which provide information of interest to governing boards and executive officers. He further serves as a Boards and Executives columnist for Business First, a publication of American City Business Journals.
He is a partner, having served 11 years as managing partner, of the law firm of Bricker & Eckler LLP, is former chair of the business law practice group, and currently heads its Counsel for BOARDS AND EXECUTIVES practice group.
Representative Experience
Board and Executive Experience
Provides independent counsel to audit committees on their authority and corresponding responsibilities for the audit process, including internal control, financial statements and examination of financial statement; provides independent counsel to CEOs, CFOs and general counsel as to their increased responsibilities; works with audit boards to increase the financial literacy and expertise of their audit committee members; works with board in updating audit committee charters and adopting or updating codes of ethics for executive and financial officers; works with audit committees and CFOs on selection of accounting principles meeting the requirements of investors for transparency as well as of the company for accurate reporting; and works with companies on the new disclosure requires for current events in Form 8-K, notes to financial statements, and Management's Discussion and Analysis
Assists general counsel or board audit and compliance committees with forensic audits and investigations of defects in internal controls and disclosure controls, violations of law, breaches of fiduciary duty, and possible illegal act
Makes numerous presentation on corporate leadership, governance and responsibility including The Ohio Society of Certified Public Accountants, Virginia Society of CPAs, federal regulators of the banking industry, Ohio State Bar Association Continuing Legal Education Institute, Central Ohio American Corporate Counsel Association, Columbus Chapter ARMA, The Ohio State University Fisher College of Business, The Ohio State University Moritz College of Law, and the Capital University Law School
Assists chief executive officers in the management of their organization and their relationship with the board of directors Assists boards of directors in their governance and advises them of their obligations not only in the direction of regular management of an enterprise, but also in considering significant corporate transactions, such as acquisition or disposition of substantial assets, corporate reorganization, and material expansion or contraction of business
Assists chief executive officers and senior management in evaluating their compensation and obtaining approval from the compensation committee and board Assists boards of directors in determining and planning their own compensation and the compensation of the chief executive officer Advises boards of directors and executive officers on SEC issues and other public disclosure and reporting Assists boards of directors and executive officers in strategic corporate planning, including facilitation of, consensus for, and preparation of mission statements and business plans
Compensation Experience
Plans, designs, negotiates and prepares executive compensation programs of all kinds, including both current and deferred, cash or equity or other property, short or long term, and fixed or performance based Represents compensation committees in their consideration of compensation plans for executives and represents executives in the design of executive and other employee compensation plans for consideration of their boards
Securities Experience
Structures and manages business organizations' public and private offerings of securities and initial and secondary offerings of equity and debt securities and investment products, such as mutual funds and variable annuities regulated as securities Advises reporting companies in their preparation of required reporting and disclosure obligations under federal and state securities laws and stock exchange and dealer associate rule
Corporate Experience
Negotiates acquisitions and dispositions of assets, whether in the form of a merger or consolidation, purchase or sale of stock, or purchase or sale of property Structures numerous complex business entities, such as corporations, limited liability companies, partnerships, joint ventures, controlled groups, and trusts, including the first ESOP and the first research and development limited partnership that engaged in a public offering in Ohio Former acting general counsel of AccuRay/Industrial Nucleonics Corporation (1978-1980)
Entrepreneurial Experience
Member, Business First Advisory Board Exchange, an initiative linking central Ohio advisors with emerging businesses, of which Bricker & Eckler LLP is a founding sponsor Presenter, Business First Fast 50 Awards, a program recognizing rapidly growing central Ohio businesses (1996-1999) 1996 Finalist for the Columbus and central Ohio Entrepreneur of the Year for support and education of entrepreneurs, sponsored by Ernst & Young, USA Today, NASDAQ and the Kauffman Foundation Recipient, Award for Outstanding Corporate Citizen, presented by the Martin Luther King, Jr. Center for Performing and Cultural Arts, 1992 Supporter, Bun's Restaurant and Bakery, the first woman-owned business in Delaware, Ohio, owned and operated by his wife, Susan Beavers Promoter, Bricker & Eckler LLP attorneys' business ventures, including a unique insurance merger and acquisition practice, a health care consulting company, a sports and entertainment consulting company, and an economic development planning consulting company Former public opinion pollster, he put himself through college and law school by conducting public opinion polling. He eventually formed his own polling company, PVS, Inc., which enabled him to conduct polling for New York Mayor John Lindsay, Buffalo Congressman Jack Kemp, Illinois Senator Chuck Percy, and other local and statewide candidates
Management Experience
Chair, Counsel for BOARDS AND EXECUTIVES, a Bricker & Eckler Initiative (1999-present)
Chair, Corporate Department, Bricker & Eckler LLP (1999-2004)
Chairman and Managing Partner, Bricker & Eckler LLP (1989-2000) Member, Executive Committee of Bricker & Eckler LLP (1982-1986 and 1989-present) Acting general counsel, AccuRay and Industrial Nucleonics Corporations (1977-1978)
Community and Professional Activities
Business Organizations
Member, Ohio Business Roundtable, a roundtable of chief executive officers of Ohio businesses (1990-2000) Facilitator, Management Seminar Series on Total Quality Management sponsored by the Office of Governor of Office for its chief counsel (1992) Member, Panel of Judges for Inc. Magazine, Merrill Lynch and Ernst & Young's 1991 Entrepreneur of the Year Awards Member, Council for Ethics in Economics (1990-1996)
Charitable Organizations
Trustee, Harry C. Moores Foundation, one of the largest private foundations located in Central Ohio supporting charitable organizations and activities through grants and gifts Member, Board of Trustees and Government and Community Affairs Committee of Children's Hospital of Columbus, Inc. (1991-1997) Member, Board of Trustees of Columbus Children's Hospital Guidance Center (1994-1997) Former Member, Board of Trustees of Touchstone Café, a non-profit United Way agency, which operates a restaurant promoting the independence of adults with mental disabilities living in the Columbus area Former Member, Board of Directors of Project REACH, a national head start public school transition demonstration program between the Child Develop-ment Council of Franklin County, Inc. and the Columbus Public Schools
Civic Organizations
Member, Historic Resource Commission of Downtown Columbus, Inc. (1992-1996) Member, Mayor's Steering Committee for Operations and Efficiency Review of the City of Columbus (1992) Counsel, Columbus Capital Corporation For Civic Improvement (1982-1990) Treasurer, Columbus Good Government PAC (1982-1990) Member, Newcomen Society of the United States Member, Columbus Chamber of Commerce Member, City of Delaware Chamber of Commerce Member, Liberty Township Civic Association
Arts Organizations
Member, Board of Trustees and Finance, Administration, and Artistic Review Committees of the Columbus Symphony Orchestra (1991-1997) Trustee, The Brass Band of Columbus Member, Columbus Foundation Arts Advisory Committee Former Trustee, The King Arts Complex (1997 - 1999) Former Member, Board of Trustees of Players' Theatre of Columbus
Educational Organizations
Member, The Ohio State University Alumni Advisory Council (2004 - ) Member, The Ohio State University Alumni Association Member, The Ohio State University President's Club Member, TBDBITL (The Ohio State University Marching Band Alumni Association) Member, Columbus School for Girls Father's Association (1986-2000)
Professional Activities
Member, American, Ohio State, Colorado State, and Columbus Bar Associations Member, American Bar Association Section of Business Law Member, American Bar Associate Section of Law Firm Management Member, Ohio State Bar Association Corporation Law Committee and Partnership Law Subcommittee Member, Columbus Bar Association Admissions to the Bar Committee Past chairman, Securities Law Committee, Columbus Bar Association
Awards and Recognitions
Listed, Best Lawyers in America (corporate governance and compliance law, corporate law, mergers and acquisitions law, securites law) 1993-2008
Super Lawyer, Super Lawyers of Ohio 2004-2008
1996 Finalist for the Columbus and Central Ohio Entrepreneur of the Year for support and education of entrepreneurs, sponsored by Ernst & Young, USA Today, NASDAQ and the Kauffman Foundation Recipient, Award for Outstanding Corporate Citizen, presented by the Martin Luther King, Jr. Center for Performing and Cultural Arts, 1992 Who's Who in American Law 1988-2006
Publications
Audit Committees and Auditing
"Internal controls: What We Can Learn From Regulators" Acredula
(March/April 2003) "Time to Reassess the Audit Committee and Its Function" Acredula
(November/December 2002) "What Members of Audit Committees Should Know about the Sarbanes-Oxley Act" Acredula
(November/December 2002) "SEC Rules on Certifications" Acredula
(September/October 2002)
Board Responsibilities
"Committee charters: Your most important governing documents," Acredula, November/December 2005
"Independent Boards Help Resolve Conflict" Acredula
(January/February 2004) "Sarbanes-Oxley Requires Public and Private Companies to Rethink Document Retention" Acredula (March/April 2003) "What Boards and Executives Should Know About Final SEC Rules Under Sarbanes-Oxley" Acredula (January/February 2003) "What Boards and Executives Should Know About the Sarbanes Oxley Act" Acredula
(July/August 2002)
"The Message from Congress: Boards Should Retake the Reins" Acredula
(September/October 2002) "SEC Rules on Certifications" Acredula
(September 2002) Post-Enron Environment: "What We Need is Honesty and Integrity and Not More Rules" Acredula
(May/June 2002) "Private Firms Finding Value Changed Makeup of Boards" Business First (May 19, 2000) "New Audit Committee Rules May Have Far Reaching Impact" Business First (March 31, 2000) "What's New in the Executive Suites and Boardrooms of Non-profit Organizations" ABA Business Law Section Non-profit Committee (March 2000) "When It Comes to Meeting Minutes, Saying Less is Often Better" Acredula
(March 2000) "Investors, Regulators Demand More Independence on Boards" Business First (February 4, 2000) "Capital Markets Require Greater Independence and Competence on Board Committees" BoardandExecutive.net (February 2000) "Boards are Not a Check and Balance of Senior Management" Directorship (November 1999) "Loneliness at the Top: What to Do About the Price Paid for Being CEO" BoardandExecutive.net (October 1999) "Your Responsibilities as an Officer Require a Review of the Organization's D&O Insurance" BoardandExecutive.net (March 1999) "Your Responsibilities as a Director Include Important Duties and Obligations to a Corporation" BoardandExecutive.net (January 1999)
Board and Executive Compensation
"Following These Guidelines May Avoid Red Flags in Designing Executive Compensation" Acredula
(September 2000) "Investors' Red Flags Play an Integral Role in Determining Executive Compensation" Acredula
(August 2000) "Non-Qualified Stock Options Offer More Flexibility than Qualified Stock Options" Acredula
(July 2000) "NonProfits Should Consider Incentives to Retain an Executive Through a Change in Control," BoardandExecutive.net (February 2000) "Incentive Compensation Is Available Through Nonqualified Stock Options" Acredula
(December 1999) "Options for Closely Held, Non-Profit and Non-Stock Organizations" BoardandExecutive.net (October 1999)
Mergers and Acquisitions
Law Firm Management
"How Do You Measure the Benefits of Investing in Technology?" Business of Law (January 2000) "Blind Luck Is the Key to Our Successful Use of Technology," Business of Law (September 1999) "Bricker & Eckler: A Case Study in Practice Group Management," The American Lawyer Management Service (Sept. 1994)
SEC and Other Public Disclosure and Reporting
Corporate Law
"Avoid Common Red Flags for Effective Partnerships" Business First (April 16, 2004) Ohio Corporations, The Lawyers Cooperative Publishing Co., 1979 (supplemented 1981, 1982, 1983, 1984, 1985) Ohio Real Estate Syndications and Limited Partnerships, Professional Education Systems, 1984 Securities Law Aspects of Ohio Real Estate Syndications, Professional Education Systems, Inc., 1984 Corporate Forms, LSI, 1978 Basic Corporate Law in Ohio, National Business Institute, Inc., 1993
Parenting and Other Reflections
"Roles Change, But the Love of a Parent Doesn't" Update (August 1999)
"I Recognize the Genes" Update (June 1999) "The Parenting Thing" Update (June 1998) "Parting Is Such Sweet Sorrow!" Update (January 1999) "In Memoriam of Charles L. Spohn" Update (September 1998) "Branch Rickey's Measure of a Person: Work Ethic and Desire" Update (September 1998)
Raising Capital
Speaking
"Lawyers Responsibilities for Corporate Governance" October 24, 2003, Ohio Division of Securities 2003 Securities Conference "Ethics in Accounting" October 14, 2003, The Ohio State University Fisher College of Business Cullman Symposium
"Save Your Company's Assets" September 18, 2003, Columbus Chapter ARMA
"Final SEC Rules under Sarbanes-Oxley" August 1, 2003, Ohio State Bar Association Continuing Legal Education Institute's Business and Securities Law 2003 "Trends in Corporate Governance" July 15, 2003, presented to the examination division of one of the federal regulators of the banking industry "Changes in Professional and Corporate Responsibility for Fraud and Similar Wrong Doing in a Post-Sarbanes-Oxley Environment" June 23, 2003, Ohio State Bar Association Continuing Legal Education Institute's Fraud Conference 2003 "Time to Re-evaluate the Audit Committee" June 17, 2003, The Ohio Society of Certified Public Accountants 2003 Members Summit and Annual Meeting "Sarbanes-Oxley and How It Affects You" West Virginia Society of CPAs, May 14, 2003 "What Young Lawyers Should Know About Sarbanes-Oxley" Capital University College of Law, April 17, 2003 "Corporate Leadership in a Post-Sarbanes-Oxley Environment" before Central Ohio American Corporate Counsel Association, September 17, 2002 The Ohio State University, Fisher College of Business, Annual Conference on Building Better Boards (September 2000) Montana Hospital Association Annual Meeting (September 2000) AOPHA Annual Meeting (September 2000) State Bar of Montana Health Lawyers Section (September 2000) Ohio Hospital Association Annual Meeting (April 2000) Business Law Section of the American Bar Association Spring Meeting (March 2000) Boards of the Ohio Public Employee Retirement Systems (February 2000)
Teaching
"TQM: Does It Work in a Law Firm" 23rd Annual Educational Conference of the Association of Legal Administrators, San Francisco, California, 1994 Adjunct Professor of securities laws, Capital University, (1979-1986) Instructor, The Certified Benefit Specialist Program, International Foundation of Employee Benefit Plans (1974)
Education
The Ohio State University (B.A., cum laude, 1969) The Ohio State University College of Law (J.D., cum laude, 1972) Member, Phi Beta Kappa
Admission To Practice
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