About Us

                                                                                                   Résumé

John H.Bitner

Born:                                                                             Indianapolis, Indiana, 1940

Spouse:                                                       Vicki D. Bitner, 1961; 3 daughters, 4 grandchildren

College:                                                                  Northwestern University, A.B. 1961

English and History (double major)

 Delta Upsilon Fraternity     

Residence: 2329 Lincolnwood Drive

Evanston, IL 60201

                                                                          Cell: 312-259-0119  Home: 847-328-6238

   E-mail bitnerj@mac.com  

Law School: Columbia University, J.D. 1964, cum laude (top 7%)      

                                                                      Editor:  Columbia Law Review

                                                                      Harlan Fiske Stone Scholar

         Board of Student Advisers; Phi Delta Phi Fraternity

Prior Occupation:                                          Lawyer, Bell, Boyd & Lloyd LLP, Chicago, Illinois (acquired by K&L Gates 3/1/09)                                                        

                                                                      Began 1964, Partner 1972-2009

              Specializing in corporate, securities, m&a, governance

                                                                      Chair or co-chair, corporate and securities group, 1986 -1999

                                                                      Vice chair of executive committee, 1991-1999

Later:                                                             M&A lecturer, Northwestern University 2010-2014; expert witness; 

         arbitrator/mediator; consultant 

Past Member:                                               Illinois Bar, 1961-2024 (Retired status 2025)

        Roster of Neutrals, American Arbitration Association

        FINRA public arbitrator

        Union League, Glen View and Lawyers’ Clubs

        American and Chicago Bar Associations

        Life Fellow, American Bar Foundation

        Board of Visitors, Columbia Law School School 

        Board of Directors, St. Gregory Episcopal Choir  School; Chicago Crime Commission; 

           James B. Moran Youth Advocacy Center

        Listed, The Best Lawyers in America, 1986, Who’s Who in America, 1990

Adjunct Lecturer in M&A, Northwestern University, Harvey Kapnick Business Institutions Program (2010 - 2014)

Arbitrator, Mediator, Expert Witness, Consultant 2007 - present

References:        G. Marshall Abbey, former Senior Vice President
                                   and General Counsel, Baxter International Inc.

                             David C. Sienko, Senior Vice President and General
                                   Counsel, Hecla Mining Company

                             Karen Gowland, former Vice President and
                                   General Counsel, Boise Cascade LLC

                             Gary P. Schmidt, former Senior Vice President and
                                                                           General Counsel, Alberto-Culver Company                                                

                             Marschall I. Smith, former Senior Vice President and
                                   General Counsel, 3M Corporation

Professional:

Articles on lawyers letters to auditors, attorney-client privilege in sensitive 
       payments investigations, securities law topics, National Law Journal and
       Chicago Bar Record

Addresses on hostile takeovers, proxy contests, shareholder proposals,
       m&a developments, American Society of Corporate Secretaries and
       Chicago Bar Association

Seminars on going public, emerging biotechnology issues, board and special
       committee investigations, National Business Institute and Northwestern
       University

     From approximately 1966, my practice was concentrated in corporate and  securities matters, including representing issuers and underwriters in public offerings of stock and other securities, buyers and sellers in negotiated acquisitions and divestitures, incumbent management and insurgents in proxy contests for corporate control, targets and aggressors in hostile takeover battles, and numerous clients in special filings or proceedings before the SEC, including sensitive payments investigations of six NYSE-listed clients and more recent audit and special committee internal investigations.

     My m&a work has varied from negotiated to hotly-contested, small to very large, and includes several years of intense experience with three clients with “shelf” registration statements used for “roll-up” acquisitions.  I was the principal outside lawyer for Alberto-Culver, Aramark, Baxter, Blockbuster, Boise Cascade, Deere, W. W. Grainger, Hecla Mining, IMC Global, Lindberg, LyphoMed, Motorola, Storage Technology and Waste Management in several corporate transactions, including acquisitions, divestitures and joint ventures, with an aggregate value of several billion dollars.

     Corporate and securities work included several public offerings (including initial and follow-on offerings, Reg S, Rule 144A and lesser voting stock) and supervision of the defense of several Rule 10b-5 class action and stockholder derivative suits relating to alleged nondisclosures by a highly-regulated client.

     My litigation experience includes proxy contest, takeover and refusal to close lawsuits in Delaware state court, federal district courts in Illinois, Washington, New Mexico and Minnesota, and in the Ninth Circuit. I have also provided expert witness testimony on corporate and federal securities law issues in federal district court proceedings in Iowa and Kansas, and served as an expert on such issues in the defense of three prominent national law firms against attorney malpractice claims.

     In 1999–2000, I represented Deere in two significant acquisitions, one in South Africa, and one in Finland (Timberjack, for $600 million). In 2001-03, I represented Hecla Mining in a contested divestiture, two issuer tender offers and a $100 million public offering. In 2003, I represented Boise Cascade in its $1.3 billion acquisition of OfficeMax, and in 2004, in its $1.1 billion self–tender for ten issues of its public debt. In 2004–05, I represented an audit committee of a NASDAQ–100 company in an internal accounting investigation, and, in 2006–07, a special board committee in two investigations of employee stock option misdating. I have had significant recent experience with SOX compliance and corporate governance counseling. 

     One aspect of my work I found appealing was the frequent contact with companies in lines of business that were new to me, and working closely with their chief executive, financial and legal officers. I found battles for corporate control very stimulating; I also appreciated the more constructive nature of negotiated corporate transactions and counseling. As chair or co-chair of my firm’s corporate and securities group for 14 years (when it more than doubled in size, to approximately 60 lawyers), I had the opportunity to work with my colleagues and interface with them, our staff, our clients and potential clients and the legal and other communities to strengthen the ability of our group and our firm to provide the best possible service to our clients and the community. 

     In late 2006, I was appointed as a party arbitrator to serve on a three-member panel under AAA rules to resolve a dispute about a $445 million acquisition of a quasi-public company by a public company (finally resolved in early 2009). My minority position on the scope of the arbitration contract was ultimately sustained in federal district court (see 535 F.Supp.2d 909) and the Seventh Circuit Court of Appeals (540 F.3d 533). My m&a experience added significantly to the panel’s perspective, particularly as to alleged breaches of representations and warranties, adequate performance of due diligence, whether alleged fraud trumps agreed liability limits, waivers of reliance on and responsibility for financial projections and the important and developing Delaware law on what constitutes a material adverse change. 

     In March, 2010, I was added to the Roster of Neutrals of the American Arbitration Association. In October, 2009, I was enrolled as a public arbitrator by FINRA (the Financial Industry Regulatory Authority now administering securities industry arbitrations) and completed a 40-hour Mediation Certificate Training Course at the DePaul University College of Law Center for Dispute Resolution. I was added as an arbitrator with the Cook County Circuit Court’s Mandatory Arbitration Program (chair qualified), and as a Court Certified Mediator for that Court’s Law and Chancery Divisions. While classified as Retired by the Illinois ARDC, I am still eligible to serve as an arbitrator in Illinois and several other states.  

    In Spring Quarters 2010 through 2014, I taught an m&a course to undergraduates in Northwestern University’s Harvey Kapnick Business Institutions Program (a part of NU’s Economics Department). 

     In 2012-13, I served as an expert witness in defense of a national law firm in a matter involving the ability of a company to “go public.”