Schiff Hardin Assists CBOE In Demutualization and IPO

  • Client: Chicago Board Options Exchange, Incorporated and CBOE Holdings, Inc.
  • Date: June 2010
  • Location: Chicago, Illinois


Schiff Hardin recently represented the Chicago Board Options Exchange, Incorporated in its approximately $3 billion demutualization transaction, in which the CBOE converted from a member-owned Delaware non-stock corporation to a Delaware stock corporation and wholly-owned subsidiary of a new parent holding company, CBOE Holdings, Inc. We also represented CBOE Holdings, Inc. in its $390 million initial public offering. The demutualization and IPO closed concurrently on June 18, 2010.

This representation showcases our long-standing client relationship with CBOE — Schiff Hardin has represented CBOE since before its formation in 1973 and attorneys from Schiff Hardin were on the CBOE's trading floor to witness the first options contract ever traded on an options exchange. Over the course of the representation, Schiff Hardin played a fundamental role in structuring the demutualization and IPO; in advising the board of directors; in litigating and settling complex ownership issues; in coordinating separate registration statements for the demutualization and IPO through the review process at the Securities and Exchange Commission's division of corporation finance; in assisting CBOE with certain CBOE rule filings; in seeking no-action relief from the SEC's office of mergers and acquisitions with respect to novel tender offer issues; in facilitating a secondary offering process that involved over 1,300 potential selling stockholders; in addressing novel tax issues; and in working with state securities regulators in every U.S. jurisdiction and with securities counsel in foreign jurisdictions around the world. The transactions drew upon the experience of lawyers from a wide variety of Schiff Hardin practice areas, including corporate and securities, market regulation, general litigation, employee benefits, intellectual property, and tax.

The CBOE was the first organized marketplace for the trading of standardized, listed options on equity securities. Today, the CBOE is one of the largest options exchanges in the world and the largest options exchange in the U.S., based on both contract volume and notional value of contracts traded. The CBOE also provides marketplaces for trading futures contracts and cash equities through its subsidiary CBOE Futures Exchange and its affiliate CBOE Stock Exchange.