Jeff represents issuers in connection with the underwritten public offering of equity and debt securities, including initial public offerings. He also represents issuers in connection with private offerings of securities, including venture capital transactions. Some of the more significant offerings Jeff has handled include the initial public share offering by Globe Specialty Metals, Inc., the initial and follow-on public share offerings by TNS, Inc., public debt and equity offerings by Washington Real Estate Investment Trust and the initial and follow-on public share offerings in the United States by TLC Laser Vision Centers Inc.
Jeff’s practice involves business acquisitions and dispositions, including stock transactions, assets transactions and mergers. He represented Transaction Network Services, Inc. in connection with its acquisition by PSINet, Inc. for $720,000,000 in cash and stock, which was described in contemporary newspaper reports as the largest acquisition transaction between two Washington, DC area high-technology companies.
He advises public issuers with respect to their reporting obligations under the federal securities laws and counsels boards of directors, audit committees and officers concerning compliance with governance and disclosure obligations under the Dodd-Frank Act, the Sarbanes-Oxley Act, stock exchange rules, and state corporation laws.
Jeff has substantial experience in negotiating and drafting documents involved in the offering of securities and documents involved in the acquisition or sale of businesses. He has substantial experience in the process of filing registration statements and merger proxy statements with the Securities and Exchange Commission (SEC) and responding to the SEC’s review and comment process.
Jeff has also represented broker-dealers and investment advisers on registration and other regulatory matters, including the US broker-dealer and investment adviser subsidiaries of a major Canadian investment bank and the broker-dealer and investment adviser subsidiaries of a national bank located in Washington, DC.
