Terry M. Schpok, P.C. regularly counsels health care organizations, insurance companies, finance companies, entertainment companies, underwriters, private equity funds, institutional investors and issuers with respect to all aspects of the formation of organizations, the offering of securities, mergers and acquisitions, and corporate governance.

Practice & Background

Mr. Schpok 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.

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 he 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 listed in The Best Lawyers in America and named in annual surveys of his peers as a Texas “Super Lawyer” and a national “Super Lawyer – Corporate Counsel Edition”, as well as received the 2017 Lexology Client Choice Awards in the General Corporate category for Texas.  Mr. Schpok is a member of the State Bar of Texas.

Representative Matters

Mr. Schpok’s recent engagements include acting as:

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 the corporate governance and nominating committee of board of directors regarding committee actions.

Insurance

  • counsel to an insurance company in connection with the acquisition of a managing general agency
  • counsel to an insurance company in connection with the acquisition of an insurance company
  • counsel to a private equity firm in connection with the structure and financing of an insurance company acquisition
  • counsel to an insurance brokerage firm in connection with the restructure and investment by a private equity firm
  • counsel to owners of a national insurance brokerage firm in connection with the sale of the business
  • counsel to a mutual insurance company in connection with its conversion to a stock insurance company
  • counsel to an insurance holding company in connection with a public stock offering, private regulations offering and merger with another insurance holding company
  • counsel to an insurance company in connection with the sale of a casualty insurance business, acquisitions of various insurance businesses, and acquisition of an insurance company and formation of a joint venture for international insurance activities
  • counsel to an insurance company in connection with the purchase of privately issued corporate notes
  • counsel to an insurance services company in connection with acquisitions and an initial public offering
  • counsel to an international insurance company in connection with acquisitions of insurance businesses.

Health Care

  • counsel to an association of health centers in connection with the formation of an Accountable Care Organization
  • counsel to a hospital in connection with the structure of operating division and interhospital agreements
  • counsel to an association of health centers in connection with a pharmacy benefit management program
  • counsel to a sponsor of a national pharmacy benefit plan for the creation and implementation of the plan
  • counsel to a hospital in connection with the formation of a health maintainence organization (HMO) among various hospital participants
  • counsel to an HMO in connection with the formation of an HMO and joint venture among principals
  • counsel to an insurance company in connection with the acquisition of a health care benefit subsidiary
  • counsel to an association of health centers in connection with the formation of an HMO and a joint venture among principals
  • counsel to managing underwriters for an initial public offering and secondary offering of a dental HMO
  • counsel to managing underwriters in connection with an initial public offering of a home health care company.

Entertainment

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

Technology

  • counsel to an e-commerce solutions company in connection with acquisitions, venture capital financing, corporate organizational planning and private placements of securities
  • counsel to a semiconductor technology company in connection with various corporate and planning matters
  • counsel to an outsourcing and software solutions company in connection with acquisitions, private placements, an initial public offering, a 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 an Internet service company in connection with the formation of joint venture arrangements for the development of Internet web sites
  • counsel to an Internet business-to-business exchange in connection with an organizational structure and institutional private placement
  • counsel to an integrated information-based loyalty and marketing solutions company in connection with an initial public offering.

Finance

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

Telecommunications

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

Other Industries

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

Community Involvement

Mr. Schpok’s community, civic and charitable activities include:

  • board member and chair of the nominating and governance committee of Dallas Film Society, Inc.
  • president of the Sammons Center Endowment Corp.
  • board member and former president of the Sammons Center for the Arts
  • chair of BYO Musicians Network, Inc. (a 501(c) charitable organization).

Speaking Engagements

  • The SEC’s New Whistleblower Rules: Is Your Company Ready? Corporate Counsel CLE Presentation
  • Corporate Governance in the Current Economy, Symposium – Metropolitan Corporate Counsel
  • Managing Takeover Defenses: A Board’s Perspective, Symposium – University of Texas Dallas School of Management Institute for Excellence in Corporate Governance
  • Corporate Financings, Acquisition and Governance, Dallas Business Network Symposium
  • The Director’s Role in Corporate Governance, Symposium – University of Texas Dallas School of Management Institute for Excellence in Corporate Governance
  • Negotiation Tips and Tactics, Corporate Counsel CLE Presentation
  • Recent Trends in DOJ and SEC Actions Against In-House Counsel, Corporate Counsel CLE Presentation
  • Considerations When Negotiating Pharmacy Administrative Services Contracts, Texas Community Health Centers Annual Conference
  • Strategies for Growth and Expansion in Today’s Markets – Legal Considerations, Dallas Business Network Symposium
  • Capital Markets Emerging Issues in Credit Crisis, Symposium – University of Texas Dallas School of Management.