Janet S. McCloud
Specializing in general corporate, securities and mergers and acquisitions law, Glaser Weil Corporate Department Partner Janet S. McCloud represents clients in large, complex and innovative transactions involving both public and private companies in a variety of industries. These include:
- the sale by MGM Mirage of a major block of its common stock in a private placement to Dubai World;
- the purchase by a private investor of a controlling interest in an independent energy company engaged in the exploration and production of gas and crude oil;
- the purchase by a private investor of major positions in two of the “Big Three” automakers;
- the merger/acquisition of a major health services company; and
- the merger/acquisition, for equity and debt securities, of an insurance holding company.
She was also involved with the purchase and sale of a number of Hollywood film studios, including American International Pictures, United Artists Corporation and Metro-Goldwyn-Mayer.
Ms. McCloud represents clients in public and private sales of common stock, including registered direct offerings of common stock, rights offerings, secured/unsecured debt offerings and both issuer and third-party tender and exchange offers for equity and debt. She advises public companies in connection with their obligations under Sarbanes-Oxley and the governance regulations of the NYSE and NASDAQ. She also advises investors and companies on their responsibilities under federal securities, state corporate, partnership and limited liability company laws. In addition, she has negotiated separation agreements for executives of both public and private companies.
Ms. McCloud and her husband, Gary Blume, are founders of the Performing Arts Center of Los Angeles County, patrons of the Metropolitan Opera and members of Applause at the Idyllwild Arts Academy. Ms. McCloud is also a member of the Board of Directors of the University of Delaware Library Associates. She has served as a lecturer for the California Continuing Education of the Bar and as a member of the Alumni Schools Committee of Yale University.
Ms. McCloud received her bachelor’s degree with high honors from the University of Delaware, where she was a member of Phi Beta Kappa. She received her master’s degree in library science from the University of Denver and her law degree from Yale Law School.
Advising public companies in connection with their obligations under Sarbanes-Oxley and the governance regulations of the NYSE and NASDAQ.
Advising investors in connection with their responsibilities under federal securities law and state corporate law.
Advising clients regarding compliance with foreign privacy law in connection with a structure and execution of a court-mandated review of internal emails.
Mergers and Acquisitions
The purchase or sale of a number of Las Vegas hotel/casinos, including The Desert Inn, The Sands, The Mirage, The Golden Nugget and Mandalay Resort Group.
The acquisition by a private investor, via tender offer, of major positions in two of the "Big Three" automakers.
The sale of Metro-Goldwyn-Mayer to Sony and a group of private equity firms.
The acquisition of New Video Group by Cinedigm Digital Cinema Corp.
The acquisition of a unit of Thermo Fisher by Open Gate Capital.
The sale by MGM Resorts International of a major block of its common stock in a private placement to Dubai World.
Public and private sales of securities, including registered direct offerings and rights offerings by companies, including Metro-Goldwyn-Mayer and Tropicana Las Vegas Hotel and Casino.
Public and private offerings of debt securities, both secured and unsecured, by MGM MIRAGE.
Various capital raising transactions by companies in the entertainment and health industries.
Performing Arts Center of Los Angeles County, founder
Metropolitan Opera, patron
Applause at the Idyllwild Arts Academy, member
University of Delaware Library Associates, Board of Directors
Law 360: Glaser Weil Guides OpenGate’s Purchase of Thermo Fisher Unit
Honors & Awards
AV Preeminent Peer Review Rated by Martindale-Hubbell
“Hurdles in Private Securities Fraud Litigation: An Overview,” co-author with Robert l. Shapiro, Thomson Reuters Securities Litigation Report, October 2011