Nancy Laethem Stern

Nancy Laethem Stern helps publicly and privately held companies execute deals, including mergers, asset and stock acquisitions and dispositions, and employee stock ownership plan (ESOP) transactions. Ms. Stern counsels boards of directors, management and ERISA fiduciaries on the exercise of their duties in the context of a corporate transaction. She focuses on practical and efficient solutions that help her clients achieve their strategic business objectives. Ms. Stern works closely with other members of the firm’s ESOPs Practice to assist ESOP companies with transactional issues, corporate governance matters, securities issues, and subordinated debt and equity-based financing arrangements. She is adept at coordinating complex transactions, including international transactions.

While a Katten partner, Ms. Stern has served as interim general counsel to R.J. O’Brien & Associates, LLC, the oldest and largest independent futures brokerage and clearing firm in the United States. She has extensive experience counseling companies on corporate governance matters and general corporate law.

Over her career, Ms. Stern has represented sellers, buyers and investors located in the United States and overseas in transactions across a broad spectrum of industries, including manufacturing, chemical distribution, engineering and architecture, construction, animal health, health care technology, beverages, oil and gas, financial services and technology.

Ms. Stern recently co-authored “A Guide to Financing ESOP Transactions” (ESOP Association, 2012). She is a frequent speaker on topics relating to mergers and acquisitions and ESOPs. Her speeches include the following:

• “Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies” (PLI Acquiring or Selling the Privately Held Company 2013 Conference, Chicago, May 2013)
• "The Fiduciary Role in Major Corporate Events" (The ESOP Association's Las Vegas Conference & Trade Show, Las Vegas, Nevada, November 2012)
• “Special Issues Involved in Acquiring Divisions or Subsidiaries of Larger Companies” (PLI Acquiring or Selling the Privately Held Company 2012 Conference, Chicago, May 2012)
• "Balancing Legal Issues and Social Media in an ESOP Environment" (ESOP Association Conference, Scranton, Pennsylvania, September 2011)
• "Using Social Media to Enhance ESOP Culture" (NCEO Conference, Denver, April 2011)
• "How Should the Board and Trustee Be Interacting?" (ESOP Association Illinois Chapter Meeting, Oak Brook, Illinois, March 2011)
• "ESOPs in Challenging Times: Fiduciary Issues" (ESOP Association Conference, Las Vegas, Nevada, November 2010)
• "Mergers and Acquisitions vs. Internal Growth" (Private and Family-Owned Business Forum, Chicago, October 2010)
• "Developing and Funding Your Exit Plan" (Private and Family-Owned Business Forum, Chicago, October 2010)
• "Management Buyouts" (NCEO Conference, Oak Brook, Illinois, September 2010)
• "ESOPs in Acquisitions" (ESOP Association Annual Conference, Washington, D.C., May 2010)

Ms. Stern is an active member of The ESOP Association and serves on its Finance Committee. She is also a member of the National Center for Employee Ownership and the Association for Corporate Growth. Ms. Stern recently served on a policy-making committee of the University of Chicago Laboratory Schools and currently serves on its Development Committee.

Ms. Stern received her law degree and undergraduate degree in economics from the University of Michigan (JD; AB, with distinction). She served as law clerk to the Honorable Robert H. Cleland, US District Judge (1994–1996). Ms. Stern is admitted to practice in Illinois.