Stephen D. Fox 404.873.8528 [direct] 404.873.8529 [fax] stephen.fox@agg.com Area of Practice Corporate Securities& Corporate Governance, Mergers & Acquisitions, Growth Companies

Mr. Fox regularly advises Boards of Directors of public companies in connection with all aspects of corporate activities including corporate compliance; reporting obligations; corporate finance; securities offering and registrations; internal and administrative (including SEC) investigations; defense of putative class action litigation; mergers and acquisitions. In addition to working with Boards and management advising boards, experience includes working with accountants, financial advisors, other professional advisors and the staff of the SEC. An illustrative list of transactions includes:

• Company counsel for initial public offering by healthcare company
  
• Underwriters counsel for initial public offering by hotel REIT
  
• Advise on takeover response strategies including poison pills and employment agreements with parachutes
  
• Acquisition of public company in stock-for-stock merger accounted for as a pooling of interest
  
• Divestitures by public companies of significant subsidiaries and operating divisions
  
• Successful in aiding a public company in responding to informal SEC inquiries without a formal order of investigation issuing
  
• Successful in defense of putative 10b-5 class action litigation prevailing by dismissal with prejudice on motion for failure to state claim

While having assisted businesses in a broad range of industries, Mr. Fox's practice includes a significant number of life science businesses comprised of pharmaceutical, medical device, hospital supply and biotech companies and publicly held companies in various transactions and matters.

Professional Activities
State Bar of Georgia
American Bar Association

Publications
Author, "Section 522(b)(1) of the Bankruptcy Code: An Examination and Evaluation of the Opt-Out Proviso," Arizona State Law Journal 359, 1983

Education
B.A., St. Andrews Presbyterian College, 1979
J.D., Emory University, 1983 (with distinction; Order of the Coif)

Admitted to Practice
State Bar of Georgia