I am a New York-based corporate lawyer with more than 15 years of experience representing middle market public companies, particularly in technology, retail, mining and energy businesses, in securities law compliance and corporate governance matters, financing transactions and corporate acquisitions and mergers.
I have guided several dozen U.S. public companies and foreign private issuers in complying with federal securities law periodic reporting requirements and new regulations including the JOBS Act, the Dodd-Frank Act and the Sarbanes-Oxley Act. I also advise major shareholders and corporate insiders in resales of restricted securities, estate planning transactions involving public company stock and compliance with insider reporting obligations under the Exchange Act.
In addition, I counsel public companies regarding New York Stock Exchange and Nasdaq Stock Market listing and corporate governance standards and Institutional Shareholder Services (ISS) and institutional investor proxy voting policies. My experience in this area includes director training and advice concerning Rule 10b5-1 plans, board committee charters, codes of ethics, insider trading policies and other corporate governance policies.
My substantial experience in corporate finance has included advising U.S. and non-U.S. issuers in public offerings and private placements of equity, debt and convertible securities. I have represented issuers in IPOs, PIPEs, registered directs, at-the-market equity offering programs, standby equity distribution agreements, Rule 144A offerings, private placements under Regulation D, international offerings under Regulation S, tender offers, exchange offers, rights offerings and other securities offerings.
I also represent public and private companies in evaluating, negotiating and closing complex domestic and cross-border mergers, acquisitions and dispositions and in establishing or restructuring joint ventures.