I am the partner-in-charge of the Nashville office of Barnes & Thornburg and co-chair of the Securities and Capital Markets Practice Group. Drawing on extensive Securities and Exchange Commission (SEC) experience, my practice focuses on securities offerings, mergers and acquisitions, real estate capital markets, structured finance, and the representation of public companies and underwriters.

My practice includes: • Capital Markets and Mergers & Acquisitions – Advising companies and underwriters in debt and equity transactions, including initial public offerings, follow-on offerings, SPAC and de-SPAC capital raising, and Rule 144A and institutional private placements as well as in transactional matters, including spin-offs, tender offers and mergers and acquisitions. • SEC Regulatory Reporting & Corporate Governance – Counseling companies on a variety of SEC regulatory reporting, corporate and securities matters, including boards of directors and audit committees on public company disclosure and stock exchange listing requirements, the Sarbanes-Oxley Act, and governance. • Structured Finance – Serving as securitization counsel to the senior trust advisor or operating advisor in SEC-registered offerings of commercial mortgage-backed securities (CMBS) and in other structured finance asset classes, as well as serving clients in the implementation of new SEC rules related to asset-backed securities, such as Reg AB 2 and risk retention.

As Special Counsel in the Office of Structured Finance, I led a team of attorneys, economists, and accountants charged with implementing an inter-agency joint rulemaking project under Section 941 of the Dodd-Frank Act with the federal banking agencies, FHFA, and HUD (i.e., the risk retention or skin-in-the-game rule.) I also contributed to a number of other rulemaking projects, including the rules that revised the disclosure, reporting and offering process for asset-backed securities (known as Reg AB 2).Also while at the SEC, I reviewed public company filings for compliance with federal securities laws and regulations and communicated with registrants and their counsel to identify and resolve complex disclosure issues. Examples include initial public offerings, secondary offerings, mergers and acquisitions, hostile proxy contests, executive compensation disclosure, going private transactions, private investment in public equity (PIPEs), best efforts offerings, special purpose acquisition corporations (SPACs), exchange offers, foreign private issuers, and resale registration statements. I also gained expertise experience in shareholder proposals as a result of twice being selected a member of the Shareholder Proposals Task Force. I also was also responsible for screening registration statements, proxy statement, and information statements, and for managing applications requesting confidential treatment of certain disclosure.

Securities Regulation and LawCo-taught with Broc Romanek, Editor, thecorporatecounsel.net

• Practice Area: Corporate & Securities