Adam Fleisher advises sponsors, issuers, and banks on capital markets offerings and liability management transactions, as well as SEC reporting and governance.

Adam also regularly advises alternative asset managers on succession, governance, firm restructuring, and private placements. Adam additionally provides securities regulatory advice on trading and SEC matters to hedge funds, PE firms, trading platforms, and other market participants.

Adam has spent his entire legal career at Cleary Gottlieb. He joined the New York office in 2000, and became a partner in 2008. He was resident in the London office from 2001 to 2005.

Adam is a frequent author and speaker on these topics. He has co-taught an advanced capital markets seminar at The Yale Law School since 2015. Adam also serves as the Vice-Chair of the ABA Business Law Section’s International Securities Matters Subcommittee and is a longstanding member of the Practical Law Company U.S. Advisory Board.

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Notable Experiences

Recent representative transactions include:

  • Counsel in various pending IPOs (including de-SPACs).

  • Counsel to Israel Electric Corporation in its $500 million and $1 billion Rule 144A/Reg S notes offerings.

  • Counsel to several very large alternative asset managers in connection with succession and restructuring arrangements, including issuance of complex securities.

  • Counsel to Mubadala and GlobalFoundries in GlobalFoundries’ $2.6 billion Nasdaq IPO.

  • Counsel to the dealer managers in GE’s $23 billion cash tender offers for 53 series of notes.

  • Disclosure and governance counsel to Elbit Systems, a major Israeli defense firm.

  • Disclosure and governance counsel to Sony Group.

  • Counsel to MDC Partners Inc. in its redomciliation from Canada and merger with Stagwell Media.

  • Counsel to Ian Snow, founder of Snow Phipps, including in connection with the formation of TruArc Partners, a successor to SnowPhipps.

  • Counsel to IHS Markit for its InvestorAccess platform.

  • Securities regulatory counsel to numerous clients, including Brookfield, Viking, TRG, Mubadala, and Sixth Street.

  • Counsel to Sony its $3.7 billion take-private of Sony Financial Holdings.

  • Counsel to The Resource Group International Limited, as selling shareholder, in the SEC-registered IPO of IBEX.

  • Counsel to the underwriters in the $352 million SEC-registered carve-out IPO of SciPlay.

  • Counsel to GrafTech International, a Brookfield company, in its IPO and secondary offerings.

  • Counsel to the underwriters in China Rapid Finance’s SEC-registered IPO.

  • Counsel to TCW’s privately held BDC in an exchange offer / split-off for a permanent capital / IPO vehicle.

  • Counsel to Sixth Street Specialty Lending in its IPO and multiple follow-on convertible and equity offerings.

  • Counsel to TPG in its investment in NewQuest, a secondaries PE firm based in Asia.

  • Counsel to Juul in connection with multiple private financing rounds and its JV with Altria.

  • Counsel to TRG in connection with the issuance of a 10-year warrant to Amazon for IBEX shares.

  • Counsel to the underwriters in Sirius International Group’s SEK 2.75 billion floating-rate callable subordinated notes offering.

  • Counsel to a large PE firm in its development of a platform investing in pre-IPO equity using forward contracts.

  • Counsel to Viking in its anchor investment in J2 Acquisition, a UK-listed SPAC.

  • Counsel to a large sovereign wealth fund in its $2 billion exit trade from Bank of America shares.

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Selected Activities

Visiting Clinical Lecturer (Co-teacher, “Advanced Issues in Capital Markets: Role of Counsel for Issuers and Underwriters in an Initial Public Offering”), Yale Law School

Vice Chair of the ABA Business Law Section’s International Securities Matters Subcommittee

U.S. Advisory Board Member, Practical Law Company

Former Secretary, Financial Reporting Committee, Association of the Bar of the City of New York

Publications

Selected publications:

“SEC Removes References to Credit Ratings from Regulation M,” Cleary Gottlieb Alert Memo; 2023

“Supreme Court Adopts Strict Section 11 Tracing Requirement in Slack’s Direct Listing,” Cleary Gottlieb Alert Memo; 2023

“Corporates Face Novel Risks from Debt Ceiling Impasse—Even if No Default Occurs,” Cleary Gottlieb Alert Memo; 2022

“Takeaways From DOJ’s Novel Insider Trading Indictment,” Law360, Matt Solomon, Tom Bednar, and Sarah Choi; 2023

“DOJ and SEC Charge Healthcare Executive With Insider Trading Through a Rule 10b5-1 Trading Plan, Marking DOJ’s First Such Indictment,” Cleary Enforcement Watch blog, Matthew C. Solomon, Tom Bednar and Sarah Choi; 2023.

“Second Circuit Decision Limits the Ability to Prosecute Instances of Trading on Confidential Government Information,” Cleary Enforcement Watch blog, Leslie N. Silverman, Victor L. Hou, Robin M. Bergen, Jared Gerber, Tom Bednar and Michael Cinnamon; 2023

“13F Filers Have Another Reporting Obligation Coming Their Way,” Cleary Gottlieb Alert Memo, Robin M. Bergen, Jeffrey D. Karpf, and Jonathan R. Povilonis; 2022

“SEC Makes More Filings on EDGAR Mandatory,” Cleary Gottlieb Alert Memo, Jeffrey D. Karpf, Michael D. Dayan, and Clayton I. Simmons; 2022.

“SEC’s “Shadow Trading” Insider Trading Case Allowed to Proceed,” Cleary Enforcement Watch blog, Robin M. Bergen, Matthew C. Solomon, Daniel Montgomery and Tom Standifer; 2022.

“Going Public: A Guide to U.S. IPOs for Founders, Officers, Directors and Other Market Participants,” Cleary Gottlieb Alert Memo, Adam E. Fleisher and Sophie Grais; 2020.

“SEC Harmonizes Regulation and Improves Access to Capital in Private Markets,” Cleary Gottlieb Alert Memo, Nina E. Bell, Jeffrey D. Karpf, David Lopez, Jeff J. Shim and Leslie N. Silverman; 2020.

“Direct Listings 2.0 – Primary Direct Listings,” Cleary Gottlieb Alert Memo, Nicolas Grabar, Helena K. Grannis, Jeffrey D. Karpf, David Lopez, David Parish; 2020.

“SEC Expands the Accredited Investor Definition,” Cleary Gottlieb Alert Memo, Nina E. Bell, Jamal Fulton, Maurice R. Gindi, Stav Harel, Jeffrey D. Karpf and Marc B Rotter; 2020.

“SEC Proposes a Significant Change in Reporting by Institutional Investors,” Cleary Gottlieb Alert Memo, David Lopez, Jeffrey D. Karpf, Francesca L. Odell, Adam Fleisher, James E. Langston, Marc B Rotter; 2020.

“Q2 Reporting: How Should a U.S. Public Company Quantify the Impact of COVID-19?,” Cleary Gottlieb Alert Memo, Nicolas Grabar, David Lopez, Jeffrey D. Karpf, Sandra L. Flow, Adam Fleisher, Elena M. Vespoli, Fernando A. Martinez; 2020.

“First Quarter Earnings and COVID-19: SEC Officials Ask for More,” Cleary Gottlieb Alert Memo, Sandra L. Flow, Nicolas Grabar, Jeffrey D. Karpf, David Lopez, Giovanni P. Prezioso, Julian Cardona; 2020.

“SEC Proposal: Improving Access to Capital in Private Markets,” Cleary Gottlieb Alert Memo, Nicolas Grabar, David Lopez, Jeffrey D. Karpf, and Leslie N. Silverman; 2020.

“SEC Proposes Amendments to the Definition of Accredited Investor,” Cleary Gottlieb Alert Memo, Courtnie G. Drigo, Adam Fleisher, Jamal Fulton, Maurice R. Gindi, Nicolas Grabar, Jeffrey D. Karpf, David Lopez, Marc B. Rotter; 2019.

“SEC Expands Ability to “Test the Waters” to All Issuers,” Cleary Gottlieb Alert Memo, Andrea M. Basham, Adam Fleisher, Nicolas Grabar, Jeffrey D. Karpf, and David Lopez; 2019.

“Recent Case Law Impacts Advisory Clients’ Exposure to Section 13(d) and Section 16 Reporting Obligations and Liability Under the Exchange Act,” WFPS Business Consulting Industry and Regulatory Updates, Adam E. Fleisher, Arthur H. Kohn, and Marc B. Rotter; 2019.

“Circuit Split on Morrison Application,” Harvard Law School Forum on Corporate Governance and Financial Regulation, Jared Gerber, Leslie Silverman, Roger Cooper, and Adam Fleisher; 2018.

“United States,” Getting the Deal Through: Debt Capital Markets; contributing eds., David C. Lopez, Adam E. Fleisher, and Julian Cardona; 2014-2019 editions.

“9th Circ. Exposes Foreign Issuers to New Liability,” Law360; Jared Gerber, Les Silverman, and Roger Cooper; 2018.

“Between Contractual and Fiduciary Duties: ODN Holding and the Rights of Preferred Stockholders,” Benet J. O’Reilly, Adam Fleisher & Paul V. Imperatore, Cleary M&A and Corporate Governance Watch; 2017.

U.S. Regulation of the International Securities and Derivatives Markets treatise; co-author, 12th ed.; 2017.

“Top 10 Practice Tips by Experts: Follow-On Offerings,” Sandra L. Flow, Adam E. Fleisher and Nina E. Bell, Lexis Practice Advisor; 2017.

“Going Public: A Guide to U.S. IPOs for Founders, Officers, Directors and Other Market Participants,” Adam E. Fleisher, Rebecca Tabb and Andra Troy; republished as “The Registered Offering,” in Financial Product Fundamentals treatise, 2nd ed.; 2015.

“The Mechanics of A/B Exchange Offers,” Practical Law, The Journal; Adam E. Fleisher, David E. Webb and Angela K. Chen; 2015.

“Regulation M: What the Deal Team Needs to Know,” Practical Law Company Practice Note; Adam E. Fleisher and Jung W. Ju; 2012 and 2015.

“Alternatives to Traditional Securities Offerings,” Financial Product Fundamentals treatise; Adam Fleisher, Joon Hur and Jesse Brush; 2013.

“Communication with Financial Analysts and Related Disclosure Issues,” The Columbia Law School Blue Sky Blog on Corporations and The Capital Markets; Leslie N. Silverman, Adam E. Fleisher, Brian T. Sandstrom and Daseul Kim; 2013.

“Checking In: Adam Fleisher, Cleary Gottlieb Steen & Hamilton LLP: Q&A,” Practical Law, The Journal; 2013.

“Selling Shares in a Newly Public Company,” Butterworths Journal of International Banking and Financial Law; Adam Fleisher and Dase Kim; 2013.

“Regulation S Selling and Transfer Restrictions: A Basic User’s Guide,” Insights, The Corporate & Securities Law Advisor; Adam Fleisher and Peter Castellon; 2012.

“The Deal Team’s Guide to Regulation M,” Practical Law, The Journal; Adam E. Fleisher and Jung W. Ju; 2013.

“Recent Cases Address Important Section 16 Short-Swing Issues,” Insights, The Corporate & Securities Law Advisor; Arthur H. Kohn, Adam E. Fleisher and Paris Nathaniel Nicholls; 2012.

“Revised Rule 144 and Registration Rights: Market Practice Two Years On,” Practical Law, The Journal; Adam E. Fleisher and Jung W. Ju; 2010.

Selected presentations:

1. Advanced Issues in Representing Underwriters

2. Alternatives to Traditional Securities Offerings

3. Aftermarket Compliance: Reporting, Voting and Being Listed

4. An Inside Look at Spotify’s Direct Listing: The Impact on IPO Decision-Making

5. Anatomy of a Credit Agreement

6. Auction Funds: market Liquidity for Private Equity

7. Beneficial Ownership Reporting

8. Communication with Financial Analysts and Related Disclosure Issues

9. Communicating with the Market: Regulation FD, Earnings, and Insider Trading

10. Current Topics in Liability Management

11. Deal Execution

12. Debt Trading

13. Disclosure Challenges, Deal Alternatives & Current Hot Topics

14. Disclosure and Diligence

15. Due Diligence Considerations

16. Equity IPOs: Obstacles and Pitfalls

17. Facebook IPO (appearance on CNBC TV 18, India)

18. Fair Value Accounting

19. Financing and IP Considerations for Foreign Tech Companies in the U.S.

20. Foreign Private Issuers

21. Fundamentals of Corporate & Securities Law

22. History of Financial Markets

23. How the SEC Works: Laying the Groundwork

24. The Initial Public Offering

25. The Ins and Outs of Regulation M

26. Insider Trading

27. Introduction to Convertible Bonds

28. Introduction to Financial Statements

29. IPOs of Private Equity Portfolio Companies

30. The JOBS Act

31. Market Positioning: Road Shows, Pricing, and Syndicate Research

32. The Nature of Securities Markets

33. Non-GAAP Financial Measures

34. Permitted Solicitation in Private Offerings: New and Proposed Rules

35. PIPE Transactions

36. Practical Issues Regarding FINRA Filings

37. Private Fund Manager IPOs

38. Publicity and Communications

39. Registered Block Trades

40. Registered Directs and Confidentially Marketed Offerings

41. Revisiting Regulation S: A Primer for International Offerings

42. Resales of Restricted and Control Securities

43. Rights Offerings

44. Rule 144A Revisited

45. Securities Act Exemptions / Private Placements

46. SEC Comment Letter Process and Confidential Treatment Requests

47. Securities Case Law Updates

48. Securities Law Fundamentals

49. The Unconventional Underwriter

50. “20 Questions” – What’s on Your Mind and What’s New in Securities Law?

51. Underwriting Agreement Negotiation

52. U.S. Financial Rescue Program

53. U.S. Securities Regulation and Offerings: What Corporate Counsel Need to Know

54. What is a PIPE Deal and What’s “In the Pipeline” for These Discount-Price Stock Transactions

55. What’s New in Securities Law? Traps for the Unwary

56. Working with Investment Banks

Events