Joseph P. Kubarek is Jaeckle Fleischmann’s Managing Partner and a member of the Firm's Business and Corporate practice group. His practice is concentrated in mergers and acquisitions, securities, corporate finance and corporate governance. He represents clients engaged in businesses ranging from aerospace and real estate development to insurance and financial services. The corporate and securities law issues on which Mr. Kubarek provides counsel include public securities offerings, private placements, public and private mergers and acquisitions, takeover defenses, proxy contests, executive compensation and shareholder matters. A significant portion of Mr. Kubarek's practice is dedicated to insurance regulatory work. He has represented insurance clients in complex transactions, including restructurings, financing transactions, recapitalizations and merger and acquisition transactions.
Mr. Kubarek has substantial experience in providing advice and guidance to corporate boards and board committees on corporate governance matters, including board and committee structure, duties and best practices, disclosure practices and compliance with legal requirements. He also works with corporate clients to manage their day-to-day corporate and securities law compliance needs, including developing compliance programs and the preparation and filing of periodic reports with the SEC. Mr. Kubarek's practice also involves representing real estate investment trusts (REITs) in securities offerings and merger and acquisition transactions.
University of Rochester (B.A., cum laude with high distinction, 1979); Northwestern University School of Law (J.D., 1982), Note and Comment Editor, Journal of Criminal Law and Criminology, 1981-1982
1983 New York State Bar; 1983 New York and U.S. District Court, Western District of New York
Principal Area(s) of Practice:
Corporate Law; Securities Law; Securities Offerings; Venture Capital Law; Mergers and Acquisitions; Insurance Regulatory
Memberships & Offices:
- New York State Bar Association
- American Bar Association (Member, Business Law Section Committee of Federal Regulation of Securities and Committee of Negotiated Acquisitions)
- National Association of Real Estate Investment Trusts
- Charter Member, Northwestern University - Buffalo Area Alumni
- Member, Board of Directors, Orchard Park Country Club
- Member, Board of Trustees, Hilbert College (2012 - Present)
Awards and Achievements:
Mr. Kubarek has been named to the Woodward White list of Best Lawyers in America as well as Super Lawyers, published annually by Thomson Reuters. He has been listed in the Business First of Buffalo "Who's Who in Law" and "Legal Elite of WNY"
Legal alliance earns Jaeckle high ranking
Apr-09-2013 — Jaeckle Fleischmann & Mugel LLP was recognized for its legal alliance with TAGLaw, earning an "Elite" in the Chambers Global 2013 rankings guide for legal networks. Through its affiliation with TAGLaw, Jaeckle has access to more than 145 independent member firms operating in more than 300 offices worldwide.
SEC Adopts Rules Regarding Disclosing Use of Conflict Minerals
Sep-27-2012 — On August 22, 2012, the Securities and Exchange Commission adopted rules mandated by the Dodd-Frank Act to require companies to publicly disclose their use of certain conflict minerals that originated in the Democratic Republic of the Congo (the "DRC") or an adjoining country. The mandate for rules under the Dodd-Frank Act came directly from a concern that armed groups in the Congo region are engaged in the trade of conflict minerals and are contributing to a significant humanitarian crisis.
Adoption of JOBS Act Expected to Significantly Impact Capital Markets
Apr-12-2012 — On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act ("JOBS Act") into law. The JOBS Act is intended to ease the flow of capital to small businesses and to help start-up companies access public markets by reducing regulatory burdens. The JOBS Act also makes crowdfunding legal allowing groups of small investors to pool resources to support a new or growing company.
SEC Proposed Rules for Compensation Committee Members and Advisers
Apr-28-2011 — As directed by the Dodd-Frank Act, the SEC has proposed rules that require the exchanges, including the NYSE, to adopt listing standards related to compensation committee members and compensation advisers. These rules will also require new disclosures about the use of compensation consultants and conflicts of interest.
FAQs Regarding Reorganization of the New York State Insurance Department
Apr-18-2011 — On March 31, 2011, the New York State legislature enacted Governor Cuomo's budget bill relating to the 2011-2012 fiscal year (the "Budget Bill"). In addition to numerous other provisions, the Budget Bill contains provisions that will result in the merger of the Departments of Banking and Insurance into a new entity to be known as the Department of Financial Services (the "DFS").
SEC Proposes Rules Regarding Say-On-Pay and Golden Parachutes
Nov-04-2010 — The SEC recently proposed rules implementing the provisions of the Dodd-Frank Act regarding shareholder advisory votes on executive compensation ("say-on-pay"); how often a shareholder advisory vote with respect to executive compensation will occur ("say-on-frequency"); and shareholder advisory votes on compensation arrangements in connection with certain corporate transactions ("say-on-golden parachutes"). The SEC has asked for comments by November 18, 2010.
SEC Grants Stay of Proxy Access Rules
Oct-13-2010 — On October 4, 2010, the SEC exercised its discretion to stay the proxy access rules pending the resolution of a petition filed by Business Roundtable and the Chamber of Commerce of the United States of America challenging the proxy access and related rules. The rules had been scheduled to take effect on November 15, 2010.
SEC Adopts Final Rules Regarding Proxy Access
Sep-22-2010 — The SEC recently adopted amendments to the proxy rules, generally set forth in Rule 14a-11 of the Exchange Act, permitting shareholders to nominate directors in the company's proxy materials thereby providing shareholders with an alternative to the expensive and complicated process of preparing their own proxy materials.
The Dodd-Frank Wall Street Reform and Consumer Protection Act
Jul-26-2010 — President Obama has signed financial reform legislation into law. As reported in our previous Alerts, the Dodd-Frank Act includes provisions that impact corporate governance as well as executive compensation.
Impact of the Dodd-Frank Act on the Insurance Industry
Jul-22-2010 — After much debate and discussion, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act") has been signed into law by President Obama. Although the Act is often discussed as a means to overhaul the regulation of financial institutions, it contains a number of provisions which will directly impact the insurance industry. Such provisions are briefly discussed below.
Insurance Company Acquisitions - Legal Considerations in New York State
Jul-12-2010 — In general, when one company wants to take over another company's business, it is assumed that the company will purchase the stock or assets of the other party. In a typical transaction, after considering matters such as the liabilities of the target company and the tax impacts of a structure, the parties negotiate whether an asset or stock deal is appropriate and then enter into an agreement.
Status of Financial Reform Legislation
Jun-29-2010 — Financial reform legislation moved closer to being adopted as law as it passed through the reconciliation process of the joint House and Senate committee late last week. Now known as the Dodd-Frank Wall Street Reform and Consumer Protection Act, the current bill, like the earlier House and Senate versions, includes provisions revising certain corporate governance areas and executive compensation. However, a provision included in earlier versions that would have required public companies to uti
RiskMetrics Group Adopts New Measure of Governance Related Risk
Mar-15-2010 — RiskMetrics Group has announced that as of March 17, 2010, it will replace its former Corporate Governance Quotient or "CGQ" rating with a new system of governance ratings called Governance Risk Indicators or "GRIds".
SEC Climate Change Disclosure Guidance
Feb-19-2010 — In late January, the SEC issued an interpretive release providing guidance to companies regarding required disclosure relating to the impact of climate change on their business. The new guidance will impact the disclosure required in upcoming annual reports on Form 10-K.
NYSE Governance Rule Changes
Feb-16-2010 — In January, the SEC approved changes to the NYSE corporate governance listing standards that clarify certain disclosure requirements, codify existing exchange interpretations and, in an effort to coordinate with SEC rules, replace certain disclosure requirements with those contained in Item 407 of Regulation S-K. Item 407 requires disclosure regarding director independence and certain corporate governance matters. This year's proxy materials must comply with the new standards.
SEC Issues Guidance Regarding Enhanced Proxy Disclosure
Feb-04-2010 — On January 20, 2010, the SEC issued Compliance and Disclosure Interpretations to assist with issues presented by the recently adopted rules governing enhanced proxy disclosure.
Reporting of Voting Results
Feb-02-2010 — The SEC's recently adopted rules regarding enhanced proxy disclosures also include new requirements for the reporting of voting results and highlight the need for the continued focus on shareholder relations.
Board Oversight Role in Risk Management
Jan-28-2010 — The rules recently adopted by the SEC require added disclosure in the 2010 proxy materials regarding the board's role in the oversight of risk management and the effect on the leadership structure of the company.
The Spotlight on Revised Executive Compensation Disclosures
Jan-26-2010 — Compensation decisions remain under scrutiny by investors. As investors demand that executive pay be linked to performance, issuers and the SEC are still struggling with the "new" executive compensation disclosure rules first effective four years ago. Now the SEC has amended the executive compensation disclosure rules impacting the disclosure required in the proxy materials for the 2010 annual meeting. The new disclosure requirements are generally directed at two main areas: risk analysis a
The New Proxy Rules Impact on Director Qualifications and Diversity of the Board
Jan-19-2010 — The enhanced proxy rules recently adopted by the SEC require added disclosure in the proxy materials for the 2010 annual meeting regarding the background and qualifications of directors and nominees and the diversity of the board.
Jaeckle Fleischmann Recognizes Attorney Honorees of "Legal Elite of WNY"
Oct-04-2013 — Jaeckle Fleischmann a commanding presence in "Legal Elite of WNY," an annual feature by the Business First of Buffalo. Honorees below were listed in the September 20th edition of the Business First of Buffalo. Honorees include Joseph Kubarek, Robert W. Patterson, Charles Swanekamp, Heath J. Szymczak and Nicole Tzetzo.
Twenty-Two Jaeckle Fleischmann Attorneys Named "Super Lawyers"
Aug-16-2013 — Jaeckle Fleischmann announces that twenty-two of the Firm's attorneys have been named to the Super Lawyers list for 2013. Published annually by Thomson Reuters, Super Lawyers is a rating service of attorneys from more than 70 practice areas
Twenty-Six Jaeckle Attorneys Named As "Best Lawyers In America" By Peer Review
Aug-15-2013 — Jaeckle Fleischmann announces that 26 lawyers from the Firm were recently selected by their peers for inclusion in The Best Lawyers in America® 2014 (Copyright 2013 by Woodward/White, Inc., of Aiken, SC).
Jaeckle Fleischmann Attorneys Named "Who's Who In Law"
Sep-28-2012 — Jaeckle Fleischmann & Mugel, LLP, a full service corporate law firm, reports that the Firm had a commanding presence in "Who's Who in Law," an annual feature by the Business First of Buffalo, in which attorneys practicing in the 8th Judicial district nominate their peers as leaders in the legal community.
Joseph P. Kubarek Named to Hilbert College Board of Trustees
Jun-05-2012 — Jaeckle Fleischmann is pleased to announce that Joseph P. Kubarek has been named to the Hilbert College Board of Trustees.
Joseph Kubarek and Tim Loftis Elected to Lead Jaeckle Executive Committee
Mar-18-2011 — Jaeckle Fleischmann & Mugel, LLP recently elected the members of the Firm's five-person Executive Committee. Joseph P. Kubarek has been elected to serve as Chairman and Managing Partner, with Tim C. Loftis serving as Vice Chairman. Partner Charles C. Swanekamp has been elected to the Committee, joining Partners Nicole R. Tzetzo and Mitchell J. Banas, Jr.