Charles W. Kemp

Charles focuses his practice on securities and capital markets transactions, corporate governance, and shareholder relations.

He most recently served as lead securities counsel, associate general counsel, and assistant corporate secretary for CarMax, Inc. responsible for all aspects of federal securities laws applicable to financial reporting, annual meetings, securities offerings and other public company disclosures and requirements, including NYSE listing requirements.

He has general and broad public company experience, including in industries such as retail, manufacturing, telecommunications, financial institutions, biotech, pharmaceuticals, government contractors and insurance, many with extensive international operations.

Charles is the former chair of the Corporate Governance and Securities Department at a large law firm headquartered in Richmond, Virginia.

Representative Experience

Corporate Governance and Securities

• Advised Board of Directors and senior management teams regarding governance practices, securities laws and other regulatory matters, fiduciary obligations, enterprise and compliance risk, public company disclosure (Form 10-Ks, 10-Qs and 8-Ks, press releases and proxy statements), strategic transactions, capital transactions and executive and director compensation
• Advised boards and management on environmental, social and governance (ESG) matters
• Advised boards on ethics, insider trading policies, committee composition and charters, NYSE and Nasdaq listing and independence standards and cultural audits
• Advised boards on fiduciary obligations in various scenarios, including strategic transactions, internal investigations, governmental investigations, related party transactions, controlling stockholder matters, securities class actions, derivative litigation and anti-takeover measures
• Advised board of directors in numerous crisis management situations involving executive malfeasance, product recalls, governmental investigations and illiquidity and zone of insolvency conditions

Selected Business Transactions

• Represented telecommunications company with Delaware parent guarantor and Luxembourg subsidiary issuer in offering for $1.6 billion of high yield notes listed on the Irish Stock Exchange
• Lead counsel in tender offer for purchase and consent solicitation of $250 million of convertible notes
• Acted as seller’s counsel in a $2.1 billion strategic merger; issuer’s counsel for $350 million convertible debt offering; issuer’s counsel for $380 million common stock offering; borrower’s counsel for a $400 million equipment financing with the China Development Bank

Notable

• Certified Corporate Governance Professional (CCGP) by the Society of Corporate Governance, 2019 – present

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