Term: 2005 — 2008
Joe Cialone is a senior partner in the Houston office of Baker Botts L.L.P., where he has practiced corporate and securities law for almost 30 years. Mr. Cialone’s areas of particular concentration include mergers and acquisitions; director and officer responsibilities and liabilities; corporate and securities litigation; and SEC investigations. During the past several years, his clients have included Dynegy, Inc., Houston; Shell Oil Company, Houston; Lehman Brothers, New York; Liberty Media Corporation, Denver; Wagner& Brown, Ltd., Midland; Fleming Companies, Inc., Dallas; Citizens Energy Corporation, Boston; MESA, Inc., Dallas; Tele-Communications, Inc., Denver; Home Shopping Network, St. Petersburg; Southdown, Inc., Houston; and Public Service Company of New Mexico, Albuquerque.
He has provided advice and counsel to boards of directors and management of numerous public companies concerning fiduciary duties in a variety of contexts, such as responding to unsolicited takeover proposals (bear hugs and tender offers), disclosure obligations, transactions involving interested parties, internal investigations, insider trading, SEC and other governmental agency investigations, and indemnification of directors and officers.
In 1999 the Supreme Court of Texas appointed Mr. Cialone to its Committee on Professional Ethics. The appointment to the state-wide, nine-member Committee is for a three-year term expiring in September 2002. Under its authorizing statute, the Committee on Professional Ethics is charged with the responsibility for issuing opinions for publication on the propriety of professional conduct, including opinions relating to the Texas Disciplinary Rules of Professional Conduct and the Texas Rules of Disciplinary Procedure, and making recommendations for amendments to and clarifications of those Rules.
Mr. Cialone has been an Adjunct Professor of Law at The University of Texas School of Law for many years, and for the past seven years, he has taught an advanced seminar on corporate governance at the Law School. For the past two years, he has been a guest lecturer on corporate governance at Rice University's Jesse H. Jones Graduate School of Management. He has lectured on various corporate and securities law subjects at continuing legal education programs sponsored by the American and Houston Bar Associations and the State Bar of Texas. In March 2002, he spoke at the Tulane Corporate Law Institute.
Mr. Cialone attended The University of Texas and received a B.A. in 1966. Upon graduation, he was commissioned as an officer in the U.S. Marine Corps and attained the rank of captain before resigning his commission in 1970. While serving in Vietnam during 1967 and 1968, he commanded a rifle company and was awarded the Bronze Star and the Purple Heart Medals. Following his military service, he attended The University of Texas School of Law and received a J.D., with honors, in 1972. While in law school, he was a member of Chancellors and an associate editor of the Texas Law Review.