Ronald G. Skloss

Ronald G. Skloss

Shareholder

Ronald G. Skloss focuses his practice on Texas and Delaware corporation law and the federal securities laws, with particular regard to compliance by U.S. publicly traded companies. His practice is largely transaction-based and concentrated on public and private securities offerings, mergers and acquisitions, joint ventures, and other strategic business transactions. He has led countless domestic and cross-border transactions representing publicly traded and privately held issuers, major investment banks, institutional and individual investors, and entrepreneurs in a variety of industry sectors, particularly software, semiconductors, health care, and oil and gas exploration, production and services. He has served as lead outside corporate and securities counsel to multiple Nasdaq and NYSE listed companies with market capitalizations of up to $20 billion, advising on capital markets transactions, mergers and acquisitions, the on-going disclosure and periodic reporting requirements of the federal securities laws, corporate governance and general business law matters. Ronnie has advised on more than 50 underwritten public securities offerings, numerous M&A transactions having individual transaction values into the multi-billions of dollars, and numerous venture capital financings aggregating hundreds of millions of dollars in proceeds.

Concentrations

  • Capital markets
  • Mergers and acquisitions
  • Public companies
  • Emerging technology/venture capital
 
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Capabilities

Experience

  • Lead counsel to i2 Technologies (Nasdaq: ITWO) (supply chain management software) in:
    • $114 million acquisition of RightWorks Corp. (business-to-business e-commerce software);
    • $380 million acquisition of SupplyBase (supply chain management software);
    • $100 million contemporaneous acquisitions by merger of Trade Service Corp. (database publisher of maintenance, repair and operations transactional content) and ec-Content, Inc. (maintenance, repair and operations content, management and maintenance software);
    • $97 million cross-border acquisition by stock-for-stock exchange of Toronto, Canada-based InterTrans Logistics Solutions Ltd. (transportation and logistics management software);
    • $68 million acquisition by merger of SMART Technologies (enterprise relationship management software); and
    • $201 million contemporaneous acquisitions by merger of Think Systems (demand chain management software for sales, marketing and logistics) and Optimax Systems (supply chain management software for manufacturing).
  • Co-lead counsel to i2 Technologies — $9.3 billion of Aspect Technologies (Nasdaq: ASDV) (business-to-business e-commerce software).
  • Lead counsel to DuPont Photomasks (Nasdaq: DPMI) (semiconductor photomask manufacturer) in:
    • $42 million sale of its photoblank production facility and business unit to Schott Lithotec AG (Jena, Germany-based subsidiary of Schott Glas).
    • acquisition of the Munich, Germany photomask manufacturing assets of Infineon Technologies AG (OTCQX: IFNNY).
  • Lead securities counsel to STAT Healthcare (Nasdaq: STHC) (physician practice and renal disease management services)in
    • $145 million sale by merger to American Medical Response (NYSE: EMT).
    • $105 million acquisition by combination of merger and stock exchange of AmHealth Corporation and 12 affiliated corporations and limited partnerships (renal disease management services).
 
  • Lead counsel to Inet Technologies (Nasdaq: INTI) (telecommunications network management software) — $92 million initial public offering lead-managed by Goldman, Sachs & Co. (counsel to issuer).
  • Lead counsel to Hoover’s (Nasdaq: HOOV) (internet provider of company and industry information) — $45 million initial public offering lead-managed by J.P. Morgan & Co. (counsel to issuer).
  • Lead counsel to underwriters of NEON Systems (Nasdaq: NESY) (application integration software) — $40 million initial public offering lead-managed by Donaldson, Lufkin & Jenrette Securities Corp.
  • Counsel to underwriters of Pervasive Software (Nasdaq: PVSW) (embedded data-base software) — $40 million initial public offering lead-managed by BancAmerica Robertson Stephens.
  • Counsel to i2 Technologies — $44 million initial public offering lead-managed by Goldman, Sachs & Co. (counsel to issuer).
  • Counsel to underwriters of Arcadian Corporation (NYSE: ACA) (nitrogen fertilizer and chemical manufacturer) — $240 million initial public offering lead-managed by Smith Barney Inc.
  • Counsel to underwriters of XTO Energy (NYSE: XTO) (oil & gas exploration, development and production) — $86 million initial public offering lead-managed by Goldman, Sachs & Co.
  • Counsel to Santa Fe Energy Trust (NYSE: SFF) oil & gas royalty trust) — $115 million initial public offering of depository units lead-managed by Lehman Brothers (counsel to sponsor).

  • Lead counsel to Inet Technologies — $116 million secondary offering of common stock lead-managed by Morgan Stanley & Co. (counsel to issuer).
  • Lead counsel to DuPont Photomasks in:
    • $245 million secondary/follow-on offering of common stock lead-managed by Morgan Stanley Dean Witter (counsel to issuer); and
    • $80 million secondary offering of common stock lead-managed by Morgan Stanley Dean Witter (counsel to issuer).
  • Lead counsel to underwriters of JDA Software (Nasdaq: JDAS) (supply chain management software ) — $106 million follow-on offering of common stock lead-managed by Morgan Stanley Dean Witter.
  • Lead counsel to i2 Technologies — $140 million secondary/follow-on offering of common stock lead-managed by Goldman, Sachs & Co. (counsel to issuer).
  • Counsel to Santa Fe Energy Resources (NYSE: SFR) (oil & gas exploration, development and production) — $95 million of convertible preferred stock lead-managed by Salomon Brothers Inc. (counsel to issuer).
 
  • Lead counsel to i2 Technologies — initial placement and resale offering of Rule 144A-issued $350 million principal amount of convertible subordinated notes lead-managed by Goldman, Sachs & Co. (counsel to issuer).
  • Lead counsel to DuPont Photomasks — $100 million principal amount of convertible subordinated notes lead-managed by Morgan Stanley Dean Witter (counsel to issuer).
  • Counsel to underwriters of XTO Energy — $75 million principal amount of convertible subordinated notes lead-managed by Goldman, Sachs & Co.
  • Counsel to Santa Fe Energy Resources — $100 million principal amount of senior subordinated debentures lead-managed by Salomon Brothers Inc. (counsel to issuer).

  • Lead counsel to Inet Technologies in:
    • $35 million repurchase by publicly traded company of all common stock held by a founding stockholder; and
    • strategic alliance with Schott Lithotec AG to jointly develop advanced semiconductor photomask blanks.
  • Lead securities counsel to Concero (Nasdaq: CERO) — dissolution of publicly held company with distribution to stockholders of proceeds of liquidation.
  • Lead counsel to DuPont Photomasks — lithographic semiconductor photomask development and pilot-manufacturing joint venture in Dresden, Germany with Infineon Technologies AG (OTCQX: IFNNY) and Advanced Micro Devices (NYSE: AMD).
  • Lead counsel to DuPont Photomasks — supply agreement with Schott Lithotec AG, a subsidiary of SCHOTT AG, relating to the manufacture and supply of commercial semiconductor photomask blanks and associated patent and related intellectual property licensing agreements.
  • Lead counsel to Inet Technologies — spin-off of wireless modem product division.
 
  • Counsel to Boards of Directors of publicly held companies advising on anti-takeover measures in certificate of incorporation and bylaws, and the adoption of stockholder rights plans.
  • Counsel to publicly held companies advising on re-pricing of employee stock options via registered tender offer.
  • Lead counsel on more than 50 convertible preferred stock financings advising emerging growth companies and venture capital funds predominantly in the software, semiconductor and internet industry sectors. 

°Certain of the above representations were handled by Mr. Skloss prior to his joining Greenberg Traurig, LLP.

Ronnie is co-owner of a commercial vegetable farm, which he transformed from a family business into a vertically integrated producer and packer of a variety of fruits, vegetables and grains. Under his leadership, the business has transitioned from solely using conventional farming practices to being the leader in its region in developing and utilizing sustainable and biological growing techniques. These techniques better utilize natural processes to increase soil fertility, improve soil structure, reduce reliance on pesticides and synthetic fertilizers, reduce erosion, and increase quality and yields. Ronnie's desire to develop and implement these techniques was instilled by his passion for sustainable and high quality food production.

Recognition & Leadership

  • Member, Winning Team, ACG New York Champion’s Award, "M&A Deal of the Year (over $200mm to $500mm)" for Martin Resource Management Corporation ESOP, 2013
  • Team Member, Corporate Board Member magazine and FTI Consulting Inc., one of "America’s Best Corporate Law Firms," 13th Annual Legal Industry Study, 2013
  • Member, American Bar Association
  • Member, State Bar of Texas

Credentials

Education
  • J.D., The University of Texas School of Law, 1989
  • B.B.A., Finance, The University of Texas at Austin, 1986
Admissions
  • Texas
Languages
  • Spanish, Conversational