Washington, District of Columbia, United States
Securities and corporate attorney barred in Virginia and DC. Former policy advocate and campaign worker.
I help clients raise funds and grow their business by accessing the U.S. capital markets. My practice is primarily focused on helping domestic and foreign businesses access public markets through initial public offerings, debt and equity raises, and growing businesses through merger transactions. In addition, I assist companies with routine securities reporting obligations, corporate governance and affiliated entity management, and general corporate and compliance matters.
• Prepared Exchange Act filings on Forms 10-K, 10-Q, and 8-K, to include drafting language, reviewing sections for compliance with regulatory requirements, assessing the materiality of disclosure, and coordinating with internal departments to ensure the accurate presentation of necessary and material information. • Managed and coordinated corporate governance efforts across 130 entities in a post-merger environment. Drafted resolutions authorizing corporate actions by written consents of boards and shareholders. Prepared board materials in advance of meetings, drafted minutes following meetings, and ensured proper record keeping. • Reviewed corporate finance documents and aided in the management of the company’s commercial paper, trust indentures, credit facilities, and other financing programs.
Investigated and assessed violations of FINRA rules and determined appropriate enforcement actions.
Division of Corporation Finance, Disclosure Operations. Reviewed securities offerings and registration statements, including IPOs and public merger transactions and also analyzed annual reports, proxy statements and other public company filings. Assessed these documents for compliance with the federal securities laws, principally the Securities Act of 1933, the Exchange Act of 1934, and Regulation S-K. • Examined various transactional filings and securities offerings, such as IPOs, public M&A, resale offerings, and capital exchanges on Forms 1A, 10, 8-K, S-1, S-3, and S-4. • Analyzed public company disclosures, such as Forms 10-K, 8-K, and Schedule 14A, to determine materiality of disclosures and compliance with securities laws and regulations under the Exchange Act. • Assessed proxy materials, including executive compensation disclosure, to determine compliance with corporate governance requirements under the federal securities laws and exchange listing standards. • Drafted comment letters on public filings and managed the comment letter process. Served as point of contact for companies and their counsel and worked with them to resolve disclosure issues.
I worked in the Office of Legislative Counsel where I monitored legislative and regulatory developments with the potential to impact GEICO's business and operations and prepared summarizes of such developments for senior corporate personnel.