Kenneth J.Najder
- Position
- Partner
- Office
- New Orleans
Ken Najder is a partner in the Corporate Practice Group. He represents public and private companies regarding a variety of corporate and securities law matters.
Ken concentrates his practice on corporate finance, mergers and acquisitions, venture capital transactions, joint ventures, and corporate governance.
Ken’s securities law practice includes counseling public companies regarding their disclosure obligations, private placements for venture-stage companies, and public debt offerings and tenders. Ken has acted as lead securities counsel to companies in offerings that have raised $30 billion.
In recent years, Ken has represented a wide array of buyers and sellers of businesses — ranging from small, privately held ventures to large, publicly traded companies — in several industries, including the telecommunications, technology, chemicals, media, shipping, construction, food, oil and gas, energy, engineering, consulting, banking, financial services, and manufacturing sectors.
Ken advises clients on a broad range of corporate law and governance issues, and regularly acts as board counsel to public and private companies, including advising on executive compensation and corporate restructurings. He also has extensive experience designing anti-takeover defenses and with the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Ken and Jones Walker were featured in The American Lawyer as architects of CenturyLink's anti-takeover measures, thwarting Alltel's 2001 hostile bid, and as co-counsel to CenturyLink in connection with its 2009 acquisition of Embarq and its 2011 acquisitions of Qwest and Savvis.
He is an adjunct professor of law at Loyola University New Orleans College of Law, where he teaches a class on securities regulation. In addition to authoring numerous articles, Ken has appeared on WYES’ live television program, Wall $treet Wrap-Up with André Laborde.
Noteworthy
- Best Lawyers®, "Lawyer of the Year," Securities Regulation, New Orleans, Louisiana (2021 and 2024)
- Best Lawyers®, "Lawyer of the Year," Corporate Law, New Orleans, Louisiana (2018 and 2020)
- New Orleans Magazine, Top Lawyer (2017–2022, also listed in 2013)
- Best Lawyers®, "Lawyer of the Year," Corporate Law and Securities/Capital Markets Law, New Orleans, Louisiana (2016 and 2025)
- Louisiana Super Lawyers, Securities & Corporate Finance (listed annually since 2013)
- Chambers USA, Corporate/M&A (listed annually since 2010)
- The Best Lawyers in America®, Corporate Law, Securities/Capital Markets Law, and Securities Regulation (listed annually since 2005)
- AV Preeminent® Peer Review Rating in Martindale-Hubbell
Experience
Representative Securities Transactions
Debt Offerings
- Represented a Fortune 500 company in connection with its sale of $900 million of sustainability-linked senior notes
- Represented a Fortune 500 company in connection with a $2 billion three-tranche offering of senior notes, a $2.05 billion two-tranche offering of senior notes, and seven additional senior note offerings that each raised $1 billion or more
- Represented a dredging company in connection with its $325 million offering of five-year senior notes and its subsequent $325 million offering of eight-year notes
- Represented an aviation company in connection with its $500 million offering of senior notes
- Represented a telecommunications company in connection with 10 separate offerings of NYSE-listed bonds raising more than $5.7 billion
- Represented a technology company in connection with four separate senior note offerings raising more than $4.5 billion
- Represented companies in connection with more than a dozen senior note offerings raising approximately $11 billion
Equity Offerings
- Represented a shipping company in connection with two separate offerings of cumulative redeemable perpetual preferred stock
- Represented a telecommunications company in connection with a $500 million public offering of equity units
- Represented a telecommunications company in connection with a $165 million private placement of 30-year convertible debentures
- Represented a shipping company, a ship construction company, and a telephone company in connection with secondary public stock offerings
Debt Tenders and Exchanges
- Represented a Fortune 500 company in connection with its accelerated tenders for $5.4 billion and $900 million of its outstanding senior notes
- Represented a Fortune 500 company in connection with its multibillion accelerated and “waterfall” tenders for its outstanding senior notes
- Represented a Fortune 500 company in connection with its initial multibillion debt exchange offers and its subsequent multi-tranche debt exchange offers
- Represented a Fortune 500 company in connection with its “Dutch auction” tender for its outstanding term loan indebtedness
- Represented companies in connection with more than a half dozen tenders for $5.25 billion of their outstanding debt securities
Representative Acquisitions and Divestitures
- Represented a Fortune 500 company in connection with its $7.5 billion divestiture of a portion of its incumbent local exchange carrier business to a private equity firm
- Represented a Fortune 500 company in connection with its $2.7 billion divestiture of its Latin American operations to a private equity firm
- Represented a Fortune 500 company in connection with its $2.3 billion divestiture of its data center and colocation business to a private equity firm
- Represented a communications company as co-counsel in connection with its four acquisitions valued at $34 billion, $22.5 billion, $11.6 billion, and $3.2 billion
- Represented a food company in connection with the purchase of a dressings and dips business for approximately $195 million
- Represented a telephone company in connection with the sale of its trans-Pacific undersea cable operations
- Represented a family in connection with the sale of its local television station
- Represented affiliated family-controlled companies in connection with the sale of their insurance brokerage businesses
- Represented a chemical manufacturing company in connection with its sale to Borden Chemicals for tender and merger consideration totaling approximately $115 million
- Represented a private equity firm in connection with its acquisitions of controlling interests in various portfolio companies
- Represented a startup technology company from its initial venture capital funding through its sale to a publicly traded company
Other Representative Transactions
- Represented a chemical manufacturer in connection with projects that expanded its operations through technology transfers in Europe and new plant construction in the United States
- Represented a telephone company in connection with its $23 million investment in a cellphone company operating in India and its $21 million investment in a satellite data transmission company
- Represented public and private companies in connection with organizing domestic and foreign joint ventures
- Represented a telecommunications company in connection with installing, extending, and terminating traditional and net operating loss rights plans
- Represented various companies in connection with defending against hostile takeovers
- Provided corporate and securities advice to shipping and aviation companies in connection with their Chapter 11 restructurings
Publications
- "Are Current Minutes More Important than Past Minutes?" Jones Walker LLP Corporate Client Alert, January 22, 2024
- "Are Current Minutes More Important than Past Minutes?" Insights: The Corporate & Securities Law Advisor, December 2023
- "Every Minute Matters: How Good Meeting Minutes Protect Companies and Their Directors from Bad Outcomes," Louisiana Bar Journal, June/July 2021
- "The Role of Minutes in Protecting Companies and Their Directors," Private Company Director, April 2021
- "Sustainability-Linked Bonds: A New Way to Connect Business, ESG Goals," New Orleans CityBusiness, February 15, 2021
- "A Short Primer on the Heated Debate Over Corporate Governance," Jones Walker LLP Corporate Client Alert, November 2, 2020
- "Beyond the Blog — COVID-19 Recap — October 25, 2020," Jones Walker LLP Disaster Prep & Recovery Client Alert, October 25, 2020
- "Louisiana Legislature Adopts Amendments To Louisiana Business Corporation Act," Jones Walker LLP Corporate Client Alert, October 19, 2020
- "SEC Amends Rule 15c2-11, Enhancing Retail Investor Protections and Modernizing the Standards Governing Quotations for OTC Securities," Jones Walker LLP Corporate Client Alert, October 8, 2020
- "The Role of Minutes in Protecting Companies and Their Directors," Jones Walker LLP Corporate Client Alert, September 16, 2020
- "It’s Time to Review Your Bylaws and Anti-Takeover Protections," Jones Walker LLP Banking & Financial Services Newsletter, July 30, 2020
- "It’s Time to Review Your Bylaws and Anti-Takeover Protections," Jones Walker LLP Corporate Client Alert, July 21, 2020
- "SEC Simplifies Disclosure Requirements for Certain Registered Debt Offerings," Jones Walker LLP Corporate Client Alert, April 8, 2020
- "Louisiana's Governor Signs Proclamation Regarding Virtual-Only Shareholder Meetings," Jones Walker LLP Corporate Client Alert, April 1, 2020
- "NYSE Amends Proposed Corporate Governance Rules," Jones Walker LLP Corporate and Securities EZine, May 8, 2003
- "SEC Proposes Audit Committee Standards," Jones Walker LLP Corporate & Securities EZine, January 2003
Presentations
- "Delaware Law Developments," Society for Corporate Governance Southeastern Chapter Fall 2024 Conference, Atlanta, Georgia, December 6, 2024
- "Corporate Board Meeting Minutes, Agendas, and Other Written Records: Governance Best Practices," Strafford CLE Webinar, Presented five webinars since May 2023
- Wall $treet Wrap-Up with André Laborde, WYES' Live Television Program, July 22, 2022
- "Buying & Selling a Business in Uncertain Times," Sterling Education Services, Inc. Seminar, New Orleans, Louisiana, February 4, 2009
Memberships
- American Bar Association
- Association for Corporate Growth – Louisiana Chapter, Director 2008 to date; Officer (2010–to date)
- Lakeshore Crime Prevention District, commissioner (2005–to date)
- Louisiana State Bar Association
- Various other Community Associations, Director/Officer (1997–to date)
New Orleans
201 St. Charles Ave
New Orleans, LA 70170-5100
Education
- University of Virginia School of Law
JD, 1985
Journal of Law and Politics, Member, Editorial Board, 1983-1984, and Senior Editorial Board, 1984-1985 - University of Virginia
BA, BS, summa cum laude, 1982
Phi Beta Kappa; Echols Scholar
Bar Admissions
- Louisiana