Terry M. Schpok, P.C. regularly counsels technology companies, insurance companies, finance companies, underwriters, institutional investors and issuers with respect to all aspects of the formation of organizations, the offering of securities, mergers and acquisitions, and corporate governance. He has represented various clients in several industries in connection with such matters as capital formation, private and public securities offerings, joint ventures and partnerships, mergers and acquisitions, financing transactions, and other corporate and regulatory transactions.

Mr. Schpok has represented parties in securities offerings and mergers and acquisitions since 1976. In addition, he represents underwriters in public offerings in the technology, insurance, health care, entertainment and telecommunication industries. He has also represented numerous companies in connection with sophisticated debt and equity financings provided by institutional investors to private and public companies.

Representative transactions include:

Corporate Governance

• counsel to the special committees of independent directors in connection with going private transactions involving public companies
• counsel to public companies regarding corporate governance matters and policies
• special counsel to corporate governance and nominating committee of Board of Directors regarding committee actions.

Technology

• counsel to e-commerce solutions company in connection with acquisitions, venture capital financing, corporate organizational planning and private placements of securities
• counsel to semiconductor technology company in connection with various corporate and planning matters
• counsel to outsourcing and software solutions company in connection with acquisitions, private placements, initial public offering, secondary public offering and various contractual matters
• counsel to several start-up and development-stage Internet technology companies in connection with organizational and capital raising transactions
• counsel to Internet service company in connection with formation of joint venture arrangements for development of Internet Web sites
• counsel to Internet business-to-business exchange in connection with organizational structure and institutional private placement
• counsel to integrated information-based loyalty and marketing solutions company in connection with initial public offering.

Insurance

• counsel to mutual insurance company in connection with conversion to stock insurance company
• counsel to insurance holding company in connection with public stock offering, private regulations offering and merger with another insurance holding company
• counsel to insurance company in connection with sale of casualty insurance business, acquisitions of various insurance businesses, and acquisition of an insurance company and formation of joint venture for international insurance activities
• counsel to insurance company in connection with purchase of privately issued corporate notes
• counsel to insurance services company in connection with acquisitions and initial public offering
• counsel to association of health centers in connection with pharmacy benefit management program.

Health Care

• counsel to sponsor of national pharmacy benefit plan for creation and implementation of plan
• counsel to hospital in connection with formation of HMO among various hospital participants
• counsel to HMO in connection with formation of HMO and joint venture among principals
• counsel to insurance company in connection with acquisition of health care benefit subsidiary
• counsel to association of health centers in connection with formation of HMO and joint venture among principals
• counsel to managing underwriters for initial public offering and secondary offering of dental HMO
• counsel to managing underwriters in connection with initial public offering of home health care company.

Finance

• counsel to consumer finance company in connection with the acquisition of residential mortgage lender
• counsel to consumer finance company in connection with acquisitions of consumer finance companies
• counsel to consumer finance company in connection with asset acquisitions of loan portfolios.

Entertainment

• counsel to national movie exhibitor in connection with initial public offering (recognized by M&A Advisor as 2007 middle market financing deal of the year for media, entertainment and telecom sectors)
• counsel to national movie exhibitor in connection with bank financings, privately placed partnership syndications, public offerings of senior notes and merger and acquisition activities
• counsel to national movie exhibitor in connection with Rule 144A debt placements to institutional purchasers.

Telecommunication

• counsel to managing underwriters for initial public offering of telecommunications company
• counsel to telecommunications company in connection with private placements of debt and equity and initial public stock offering
• counsel to placement agent in connection with Rule 144A debt placements of telecommunications company to institutional purchasers.

Other Industries

• counsel to managing underwriters for initial public offering of airline
• counsel to oil and gas clients in connection with private joint ventures for oil and gas acquisitions and merger with public company listed on London Stock Exchange.

Prior to joining Akin Gump in 1979, Mr. Schpok worked at Associates Corporation of North America for six years in several insurance-related positions, including associate general counsel for Associates Insurance Group, an insurance holding company with property, casualty, life and accident, and health insurance operations. While at Associates, he handled matters relating to insurance and financing activities.

Mr. Schpok received his B.A. cum laude in political science from Western Michigan University in 1973 and his J.D. summa cum laude in 1976 from the Notre Dame Law School. He attended the University of Dallas Graduate School of Management.

Mr. Schpok is a frequent lecturer to business groups on topics involving corporate governance, corporate finance, and mergers and acquisitions and has served on the faculty of the National Business Institute and as a panelist on corporate governance symposiums sponsored by the Institute for Excellence in Corporate Governance at the University of Texas - Dallas. Mr. Schpok has been named in annual surveys of his peers as a Texas “Super Lawyer” and a national “Super Lawyer – Corporate Counsel Edition.” He moderates the CEO Roundtable Forum of the Dallas Chapter of TechAmerica. Mr. Schpok serves on the board of the Entrepreneurs Foundation of North Texas and as president of the Dallas Arts Development Corp. Mr. Schpok previously served as president of the Sammons Center for the Arts. Mr. Schpok is a member of the State Bar of Texas.