| Practice Description: |
Wayne W. Whalen is involved in the firm’s corporate, financial and business practice. He has counseled, completed transactions and litigated on behalf of businesses, boards of directors, financial institutions, utilities and governments.
Notable Cases and Results:
Mr. Whalen incorporated the first of the Van Kampen Investments Inc.’s mutual funds - the U.S. Government Fund - in 1983. He was responsible for the firm’s advice to the open-end and closed-end funds, which grew to include more than 90 equity funds, international and emerging market funds, tax-exempt bond funds, investment grade and high-yield bond funds, and money market funds. He served as chairman of the board and director of the funds. In 2010, a transaction was completed with Invesco concerning these funds. He is active in counseling and transactions relating to private equity funds, hedge funds and other investment entities, as well as their managers and advisors.
Mr. Whalen counseled Ispat Inland Inc. and its predecessor company, Inland Steel Industries, Inc., on corporate, partnership, financing, bankruptcy and litigation matters as it divested, reorganized and rationalized its businesses, including its iron ore and coal properties, in Indiana, Minnesota, Michigan, Illinois, Virginia, Newfoundland and Quebec. He advised the University of Chicago concerning the control of the William Benton Foundation and the foundation’s subsequent sale of the Encyclopaedia Britannica, Inc. for the benefit of the university.
Mr. Whalen advised CTS Corporation and a special committee of its board of directors in connection with Dynamics Corporation of America’s efforts to control CTS. This landmark contest for control involved the adoption of three shareholder rights plans, a hostile tender offer, a proxy contest and the extinguishment (under the Indiana Control Share Acquisitions Chapter) of voting rights of certain CTS common stock held by Dynamics.
Mr. Whalen has litigated cases through many levels of the court system, including Cousins v. Wigoda, a First Amendment case in the United States Supreme Court; JMB Realty v. Sundstrand, which involved securities laws and a contest for control in the Seventh Circuit Court of Appeals; and Roanoke Agency v. Edgar, a case involving corporate cumulative voting in the Illinois Supreme Court. In federal and state courts, Mr. Whalen has tried commercial matters as well as corporate control issues, as in BTR v. Lioniel Trilling; corporate and utilities tax issues, as in CIPS v. Johnson; and banking issues, as in Continental Bank v. Lignoul.
Date of Birth: 1939
Law School: Northwestern University School of Law, J.D., 1967
Undergraduate School: United States Air Force Academy, B.S., 1961
Bar/Professional Association Involvement:
Mr. Whalen is a member of The American Law Institute. He was one of four lawyer appointees by the Illinois Supreme Court to its Blue Ribbon Committee, which reviewed and recommended a detailed revision of the court’s procedures for supervising and disciplining Illinois lawyers. He was a founding director and now director emeritus of the Mutual Fund Directors Forum. Mr. Whalen also is the board chair emeritus of the Abraham Lincoln Presidential Library Foundation and a member of the boards of the Stevenson Center, the United States Air Force Academy Endowment and The National Museum of American History.
Awards; Honors; Distinctions:
Mr. Whalen was an elected delegate and chairman of the drafting committee of the Constitutional Convention that wrote the Illinois Constitution of 1970. In a 1984 poll of lawyers by the Chicago Business Digest, he was named one of the 10 best corporate lawyers in the city. He has been selected for inclusion in The Best Lawyers in America and Crain’s Chicago’s Who’s Who, where he is one of 30 leaders (only two lawyers) who have been on the list for 20 years. In 2014, Mr. Whalen received an Alumni Merit Award for high achievement in his profession from the Northwestern Alumni Association.