Shannon A. Graving practices primarily in the areas of directors and officers (D&O) liability insurance, and mergers and acquisitions. In addition, Ms. Graving oversees the firm’s participation in The List Project to Resettle Iraqi Allies.
D&O and Management Liability Insurance
Ms. Graving assists clients in evaluating, negotiating and enforcing their D&O and other management liability insurance policies, including fiduciary liability, employment practices liability and professional liability insurance policies. Ms. Graving utilizes Holland & Knight's extensive library of insurance forms and endorsements and her experience reviewing policies to negotiate improvements to her clients' policies that expand coverage and increase protection. She represents clients ranging from Fortune 500 companies, to smaller corporations, to boards of directors and committees seeking independent assistance with their management liability insurance programs (with limits ranging from $5 to $220 million). In addition, Ms. Graving regularly counsels clients on the impact of a merger or acquisition on their management liability policies and assists with the purchase of run-off insurance. She has published numerous articles on D&O insurance in publications such as Directors & Boards magazine and Metropolitan Corporation Counsel. Ms. Graving is also the co-author of The Buyer's Guide to Purchasing D&O Insurance.
Mergers and Acquisitions
In the area of mergers and acquisitions, Ms. Graving has represented privately-held and publicly-traded national and regional businesses in structuring, negotiating and implementing asset and stock based sales and acquisitions. Over the last eight years, Ms. Graving worked on more than 25 mergers and acquisitions. Such work has included drafting letters of intent, stock purchase agreements, asset purchase agreements, escrow agreements, stock restriction agreements, stockholder agreements, employment agreements, non-competition agreements, employee retention agreements, closing agreements, promissory notes and other related documents. In addition to drafting and negotiating transaction documents, Ms. Graving is skilled at guiding clients and their management teams through the due diligence process and in collecting and organizing the vast information typically required by such a transaction.
Representative M&A transactions include:
- represented government contractor seller in $195 million stock sale
- represented public company purchaser in the acquisition of several private companies, worth a total of $123 million, including two stock transactions and a merger; as well as the subsequent sale of the purchaser to another company and the restructuring of that company and its many subsidiaries
- represented an investment banking firm in its sale to the 9th largest financial holding company in the United States
Pro Bono Representation, Charitable and Community Activities
Ms. Graving leads Holland & Knight's team of attorneys and paralegals who represent Iraqi clients pro bono in conjunction with The List Project to Resettle Iraqi Allies. As a result of Holland & Knight's work, Iraqi nationals, who have worked for the US in Iraq and who along with their families are now threatened, are brought safely to the U.S. Before assuming her role overseeing the project, Ms. Graving directly represented several Iraqi families who have successfully obtained asylum, refugee status or special immigrant visas.
Ms. Graving is active in a number of organizations concerning women. She served for many years as co-chair of the Washington, DC chapter of Holland & Knight's Women Initiative, an internal organization devoted to promoting and supporting female attorneys at the firm. She was an original member of the the National Women's Law Center's Leadership 35 Committee (an advisory committee designed to provide the Center with advice and support on critical issues that affect women and their families). Currently, she is a member of the National Women's History Museum's Advisory Board and serves on the Washington Wellesley Club Board as the Vice President for Membership. In addition, she has coordinated several charitable programs at Holland & Knight, including a holiday gift drive for children and the firm's participation in the Fannie Mae Walk for the Homeless.