Adam E. Fleisher’s practice focuses on a wide range of corporate finance transactions, including fund investing, international and U.S. capital markets offerings, and liability management transactions, as well as private equity firm structuring and compliance, and securities and loan trading.

Adam joined the firm’s New York office in 2000 and became a partner in 2008. He was resident in the firm’s London office from 2001 to 2005, when he returned to New York.

Notable Experience

Capital Markets

  • Representing issuers and underwriters in public, private, U.S. and international offerings, including initial public offerings, block trades, rights offerings, convertible, exchangeable and high yield bond offerings, regulatory capital transactions and business development company offerings. Advised the underwriters on the VMware IPO, one of the largest-ever tech IPOs and winner of U.S. Equity Issue of the Year by the International Financial Review, and in the IPOs of BankMuscat, the first London listing of an Omani company, SenoRx, GP Investments and Instinet Group.

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Private Equity Sponsors

  • Advising on sponsor and trading platform structuring, and joint ventures with, and investments in, private equity firms, including by sovereign wealth funds. 

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Fund Transactions

  • Representing private equity and hedge funds investing in U.S. and international private and public companies, including through direct equity investments and structured transactions. Regularly represents TPG, Viking Global Investors, Discovery Capital Management and other funds in connection with investing, structuring, capital markets, compliance and M&A matters.

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Corporate Governance and Capital Markets Regulation

  • Advising on Exchange Act reporting and disclosure, and compliance with the Sarbanes-Oxley, Dodd-Frank and JOBS Acts and exchange rules.

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Fund Trading and Compliance

  • Advising on beneficial ownership reporting and insider trading, and Investment Company Act and Investment Advisers Act, broker-dealer regulation and other SEC matters.

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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
  • U.S. Advisory Board Member, Practical Law Company
  • Former Secretary, Financial Reporting Committee, Association of the Bar of the City of New York


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

Ninth Circuit Addresses Requirements for Pleading Section 10(b) Claims Concerning Unsponsored ADRs,” Cleary Gottlieb Alert Memorandum; Joon H. Kim, Meredith Kotler, Adam E. Fleisher, Roger A. Cooper, Jared Gerber, and Leslie N. Silverman; 2018

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

“United States,” Getting the Deal Through: Debt Capital Markets; contributing eds., David C. Lopez, Adam E. Fleisher, Dase Kim; 2014 and 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