Steven J. Thayer, M.B.A., J.D.

Partner
Chair, Commercial Practice Group
Chicago, Illinois

Introduction
Curriculum Vitae
Honors & Awards
News & Information
Contact

Introduction

Throughout his career, Mr. Thayer has been heavily involved in the formation, financing, and operation of business enterprises in a variety of industries both domestically and internationally.  His industry experience includes technology ventures, securities offerings, cryptocurrency matters, real estate transactions, oil and gas offerings, manufacturing businesses, retail establishments, franchised businesses concepts, resort development, brokerage businesses, professional sports team acquisition, and other start-up and emerging businesses.  He has also worked with large family offices with respect to their international holdings, including offshore trusts, international companies, and the complex tax issues that go with those structures.

Mr. Thayer advises businesses on their formation issues, capital structures, private placement offerings, and other business contracts.  He has represented clients on both sides of venture capital transactions, private equity transactions, debt offerings, joint ventures, mergers and acquisitions, and other finance transactions. He advises family offices and hedge fund managers on fund formation, securities offerings, investment adviser registration issues, and SEC compliance matters. He assists businesses with routine business transactions including business contracts, employment agreements, consulting agreements, non-disclosure agreements, vendor contracts, and other business matters affecting an organization.

Family Office Practice

Mr. Thayer’s background as a business lawyer makes him an essential adviser to family offices.  He assists families with the formation of family holding companies, virtual family offices, single family offices, and international structures.  Once these entities are formed, Mr. Thayer assists family offices with venture capital, private equity, and direct investment transactions.  Mr. Thayer also advises families on their Section 16 reporting obligations with the Securities and Exchange Commission (SEC), as well as their 13F, 13D, 13G, 13H, and Form 3, 4, & 5, reporting obligations.

Commercial and Residential Real Estate Practice

Mr. Thayer’s background in real estate dates back to his experience as a law clerk with Attorney’s Title Guaranty Fund, Inc., a lawyer owned title insurance company.  He is experienced in both commercial and residential real estate. He has helped businesses in the acquisition, disposition, and leasing of commercial, retail, office, and industrial space.

Sports & Entertainment Law Practice

Mr. Thayer has represented and advised athletes, entertainers, and other celebrities in the negotiation of business contracts. He has reviewed and advised clients on the acquisition of sports teams, movie production agreements, agency contracts, modeling agreements, endorsement agreements, private equity transactions, and other business arrangements.

 

CURRICULUM VITAE

Mr. Thayer has 25 years of legal experience representing individuals and businesses in a variety of legal matters. He is dedicated to helping clients achieve their goals and objectives as a trusted and strategic advisor. He is a proven leader as a founder and managing partner of Handler Thayer, LLP, which was recently ranked by a national publication as the #1 Private Client Law firm in the United States. Mr. Thayer has consistently been recognized as a Leading Lawyer from 2011-2017. He is also dedicated to helping community and civic organizations and has served as the President and Board member of various not-for-profit boards and organizations.

Work Experience

Handler Thayer, LLP, Chicago, Illinois (Current) Former legal names and affiliations: Handler Thayer, LLP (Partner, Co-Founder) (2009-Present); Handler, Thayer & Duggan, LLC (Member, Co-Founder) (1997-2009); Thayer & Associates, Ltd. (President – Sole Shareholder) (1994-1997); Handler & Associates, Ltd. (Associate) (1991-1994).

Mr. Thayer is a founding partner of Handler Thayer, LLP, which is based in Chicago, Illinois. Mr. Thayer serves as the Chairman of the firm’s Commercial Practice Group, and has experience in the following practice areas:

  • Family Offices. Working with family offices to design and implement their legal, business, and tax structures. Working with family offices with respect to their venture capital, private equity and direct investments. Assisting family offices with SEC reporting for Rules 13(f), 13G, 13D, 13H, and Forms 3, 4, and 5, as well as compliance with SEC and CFTC Family Office Exemptions.
  • Business Formation. Assisting entrepreneurs with the formation of new business enterprises including domestic and international corporations, limited liability companies, limited partnerships, partnerships, joint ventures, and strategic alliances.
  • Estate Tax Matters. Assisting clients with core estate plans as well as advanced estate planning structures to hold their wealth and to plan for future generations.
  • Mergers and Acquisitions. Assisting clients with the acquisition and disposition of businesses, including asset and stock purchase and sale transactions, mergers, letters of intent, post-closing agreements, escrow agreements, employment matters, and other ancillary closing documentation.
  • Securities & Finance Matters. Assisting clients with private securities offerings of stock, membership interests, limited partnership interests, notes, and other securities. Working with broker-dealers, registered investment advisors, and issuers, related to offerings and compliance matters.  Working with companies with respect to their financing matters including the preparation and review of loan agreements, notes, security agreements, pledge agreements, and related financing documents.
  • Corporate Compliance. Managing corporate/entity compliance for clients, including the maintenance of corporate record books, meeting minutes, state registrations, and other corporate maintenance matters.
  • Tax Matters. Assisting clients with the tax issues associated with forming and operating their business, individual compliance issues, international tax matters, criminal and civil investigations, and other tax matters.
  • Contract Matters. Assisting clients with routine contract matters such as service agreements, supply agreements, distribution agreements, and other operational contracts.
  • Intellectual Property. Helping clients protect and manage their basic intellectual property issues including non-disclosure agreements, license agreements, assignments, and other agreements.

Other Corporate & Legal Experience

The Quaker Oats Company, Chicago, Illinois (1990-1991)

Mr. Thayer worked as a law clerk for the General Counsel of the company, which included operating business units and subsidiaries including Gatorade, Van Camps Beans, Fisher-Price, and other Quaker Oats brands. During his tenure with the company, he assisted the General Counsel and senior legal counsel in the following projects:

  • Preparation and Presentation of a Trademark Policies and Procedures Program to Gatorade broker sales force;
  • Assisted with NBA, MLB, NASCAR, NFL, and College Sports contract matters;
  • Abstracted labor dispute proceedings and worked with labor counsel to identify key legal issues;
  • Prepared Sweepstakes & Sales Promotion contests;
  • Prepared draft contracts, joint ventures, and agreements various business units;
  • Assisted with the research and writing of an article related to State Attorney General investigations;
  • Worked with general counsel on acquisition projects.

Attorneys’ Title Guaranty Fund, Inc. (1983-1990)

Mr. Thayer provided a variety of services to ATG, a cooperative of Illinois lawyers who provide title insurance services in residential and commercial real estate closings. During his tenure with ATG, Mr. Thayer provided the following services to the company:

  • Recruiting Illinois attorneys to join the company by purchasing stock in ATG as a licensed securities sales person (Series 63);
  • Developed comprehensive program to identify, meet, and follow-up with potential attorney agents throughout Illinois;
  • Represented the company at company golf outings and other promotional events throughout the state as part of a promotional marketing campaign;
  • Prepared and administered training programs for attorneys to teach them how to perform residential real estate closing and complete title insurance documents;
  • Started with the company as a general office clerk managing document form storage and production in Champaign, Illinois, and ended as a law clerk in their Chicago office.

Educational Background & Bar Associations

Mr. Thayer has a degree in Economics from the University of Illinois (1988), a Master’s degree in Business Administration (MBA), and a law degree (JD) from DePaul University (1991) (Business Law Journal).

Mr. Thayer is a member of the Illinois, American, and Chicago Bar Associations.

Community & Civic Commitment

  • University of Illinois – Chicago Illini Leadership Council
  • Kappa Kappa of Sigma Chi Foundation, Trustee
  • Entrepreneurs Organization (2001-2014)
  • Hinsdale Public Library Foundation (2010-2014)
  • Hinsdale Zoning Board of Appeals (2001-2006)
  • Chicago Illini Club (Past President)
  • YMCA (Past Tribal Chief of Indian Guides & Princess Program)
  • Hinsdale Little League (Former Coach)

Honors & Awards

  • 2018 Chicago Illini of the Year, Awarded by the University of Illinois Alumni Association & Chicago Illini Club
  • Order of Constantine (Outstanding Service Award), Sigma Chi Fraternity
  • Nominated for Best Private Client Lawyer in North America, Family Office Review
  • Acquisition Finance Magazine – Real Estate Lawyer of the Year, 2015
  • Leading Lawyers (IL) – 2010-2018
  • Selected in Illinois Super Lawyers magazine, 2007

Presentations

  • Conference Chairman, Family Office Private Capital Forum, Chicago, Illinois (June 21, 2017).
  • Private Equity Panelist, Global Energy & Alternatives Symposium, Dallas, Texas (June 4-5, 2017).
  • Panelist, Alternative Investing Forum for Family Offices, Chicago, Illinois (May 4, 2017)
  • Direct Investments Panelist, The Family Wealth Alliance 2016 Fall Forum, Philadelphia, Pennsylvania (October 18-19, 2016).
  • Conference Chairman, Family Office Private Capital Forum, Chicago, Illinois (May 2016).
  • Family Offices: A to Z – Acting as Legal Counsel for a Family Office. New York County Lawyers’ Association in New York, New York (April 21, 2015).
  • 2015 Dodd-Frank Update. Chicago Bar Association, Securities Law Committee in Chicago, Illinois (April 16, 2015).
  • Conference Chairman, Family Office Private Capital Forum, Naples, Florida (January 30, 2015).
  • State of Interfamily Direct Co-Investing. 2nd Annual FOR Awards, sponsored by Family Office Review (June 5, 2013).
  • Family Office and High Net Worth Investors. The Real Estate Investors Summit sponsored by Opal Financial Group, in Miami, Florida (April 3-4 2013).
  • Successor Liability. The Chicago Bar Association, Mergers and Acquisitions Committee in Chicago, Illinois (May 10, 2012).
  • Single Family Office Registration: Who Needs to Register and Who Doesn’t Under the Current Rules. Family Office Forum, Chicago, Illinois (June 2-3, 2011).
  • Family Office & High Net Worth Investment Preferences. Opal Financial Group, Real Estate Investors Summit: Dealmakers Conference in Miami, Florida (April 13-15, 2011).
  • Commercial Finance. Opal Financial Group, Real Estate Investors Summit: Dealmakers Conference in Sunny Isles Beach, Florida (April 25-27, 2010).
  • Practical Security and Insurance Provisions for Domestic Staff and Data Security. IIR’s 15th Annual Family Office Forum in Chicago, Illinois (June 18-20, 2008).
  • Capitalizing on the Future of Medicine. Mobile Anesthesiologists Dinner Symposium in Chicago, Illinois ( March 20, 2008).
  • Risk and Trade Compliance Issues. FRA Wealth Management Technology and Operations Summit in Las Vegas, Nevada (November 15-16, 2007).
  • Asset Protection Planning. Chicago Bar Association, Asset Protection Committee in Chicago, Illinois (March 21, 2007).
  • Structured Products. Financial Products Conference sponsored by United Financial Technologies, Inc. in Chicago, Illinois (November 13, 2006).
  • Use of International Asset Protection Trusts in Advanced Planning. Continuing Legal Education Program at the Chicago Bar Association in Chicago, Illinois (May 3, 2005).

Publications

Honors & Awards

  • Leading Lawyers – 2020

Thayer Joins Panel on How Family Offices are Disrupting Private Equity, Venture Capital and Real Estate

Mick Law 2019 Energy & Global Arts Symposium, Dallas, Texas

On May 7, 2019, Steven Thayer spoke on a panel with Ronald Diamond, Chairman and CEO of Diamond Wealth, and Joseph Bonvouloir, Founder and CEO of ALTI. The panel discussed how family offices are getting more actively involved in each of these investment categories and how access to deals, transparency and due diligence were key issues for families.  Thayer talked about how family offices don’t do retail deals and are looking for more customized direct investment structures.  He also talked about how intermediaries such as registered investment advisors and broker-dealers can still play a critical role in transactions to help families structure their investments properly, especially when co-investing with other families.  Thayer explained how families have to be mindful of the Family Office Exemption in the Investment Advisors Act which allows families to be exempt from registering as investment advisors provided they do not manage other people’s money. Families that pool money with other families, and who do not use registered intermediaries, can run afoul of those rules and find themselves in a situation where they need to register as RIA’s or Broker-Dealers.  Wheeling and dealing in investment transactions is a highly regulated space and families that get more aggressive in the space need to be more and more mindful of those issues, Thayer stated.  He also recommended that families hire groups like Mick Law to do more extensive due diligence on investment transactions.  Just because there is no broker-dealer in a transaction doesn’t mean that you shouldn’t get a due diligence report issued for an investment transaction. The conference attendees included broker-dealers, RIAs, and sponsors of various investment products.


Opportunity Zones Presentation to the CBA

On October 23, 2018, Steve presented to the Federal Taxation Committee of the Chicago Bar Association on the tax issues associated with Opportunity Zones, including the impact of the new Proposed Regulations 115420-18, Revenue Ruling 2018-29, and IRS Form 8996, all of which were released on October 19, 2018.  The creation of Opportunity Zones, economically disadvantaged areas designed by states and certified by the Treasury,  are entitled to certain tax benefits including the temporary deferral of capital gains that are invested in Qualified Opportunity Funds.  Steve addressed the impact of the new proposed regulations and revenue ruling as well as the open issues that still need to be addressed by the Treasury.  To learn more, see Steve’s blog post on Opportunity Zones.

 

 

 


Appearance on WGN Radio

On October 17th, 2018, Steve appeared on a WGN Nightside radio segment with his friends Andrea Darlas and Pete McMurray. He discussed all things legal when it comes to couple’s in crisis. Steve covers everything from prenups, knowing when the honeymoon phase is over, if you should return the ring and everything else in between! Check out the conversations and questions he answered here.

Contact Information

Phone: (312) 641-2100
Email: sthayer@handlerthayer.com
VCard

Chicago Office

191 North Wacker Drive, Ste. 2300

Chicago, Illinois 60606-1633

Telephone: (312) 641-2100