Adam Fleisher focuses on a wide range of international and U.S. capital markets offerings, from IPOs to convertible bonds to rights offerings, acting for both issuers and underwriters, as well as advising clients with ongoing reporting obligations and governance considerations.
Adam also has extensive experience as a corporate advisor to private equity firms, especially in the areas of structuring and the sale of minority GP stakes, as well as regulatory compliance, particularly beneficial ownership reporting and insider trading considerations.
In addition, he frequently represents buy-side investors, such as hedge funds and sovereign investors, in pre-IPO investments, PIPEs, and similar transactions.
Adam especially enjoys working on novel and complex matters, and frequently works on transactions at the intersection of the above areas, including transactions involving business development companies (BDCs), restructurings / bankruptcies, and use of the public markets by funds.
Adam has numerous publications and speeches to his credit. He teaches a highly regarded advanced capital markets seminar at The Yale Law School. 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.
Adam has spent his entire legal career at Cleary Gottlieb. 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.
Recent representative transactions include:
A large private company in a $1.25 billion preferred and common offering, with a recapitalization into high and low voting shares.
TPG Specialty Lending, a BDC, in a $50 million convertible notes offering.
A large private equity firm in a GP minority investment in a secondaries PE firm based in Asia.
A privately held BDC in an exchange offer / split-off for a permanent capital / IPO vehicle.
A large Japanese conglomerate with ongoing disclosure and governance matters.
GrafTech International, a Brookfield-owned entity, in its $525 million IPO.
TPG Specialty Lending in a $65 million SEC-registered follow-on offering.
A large Israeli utility in a $1 billion 4.250 percent notes offering.
A sovereign wealth fund in a $2 billion trade of public securities.
Issuance of warrant by a pre-IPO company to a large commercial counterparty, with vesting tied to milestones related to services purchased from the issuer.
Sirius International Group in a SEK 2.75 billion floating-rate callable subordinated notes offering.
Development of a platform for large PE firm to invest in pre-IPO equity using forward contracts.
A large private company in a $124 million offering of subordinated convertible notes.
A large hedge fund in its seed investment in a UK-listed SPAC.
A sovereign wealth fund investing in a restructured oil and gas company.
TPG Specialty Lending in a $115 million convertible notes offering.
A large hedge fund investing in an aggregate $1.5 billion PIPE in a media company.
Ipreo, in the development of its Investor Access platform.
An investment bank in the restructuring and emergence from bankruptcy of an oil services company.
China Rapid Finance in its $60 million SEC-registered IPO.
Various funds in pre-IPO investments in Spotify.
A large hedge fund in various rounds of investment in Uber.
Western Digital in a $3.775 billion PIPE to Unisplendour.
- 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
“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.
1. Advanced Issues in Representing Underwriters
2. Alternatives to Traditional Securities Offerings
3. Aftermarket Compliance: Reporting, Voting and Being Listed
4. Anatomy of a Credit Agreement
5. Beneficial Ownership Reporting
6. Communication with Financial Analysts and Related Disclosure Issues
7. Communicating with the Market: Regulation FD, Earnings and Insider Trading
8. Current Topics in Liability Management
9. Deal Execution
10. Debt Trading
11. Disclosure Challenges, Deal Alternatives & Current Hot Topics
12. Disclosure and Diligence
13. Due Diligence Considerations
14. Equity IPOs: Obstacles and Pitfalls
15. Facebook IPO (appearance on CNBC TV 18, India)
16. Fair Value Accounting
17. Financing and IP Considerations for Foreign Tech Companies in the U.S.
18. Foreign Private Issuers
19. Fundamentals of Corporate & Securities Law
20. History of Financial Markets
21. How the SEC Works: Laying the Groundwork
22. The Initial Public Offering
23. The Ins and Outs of Regulation M
24. Insider Trading
25. Introduction to Convertible Bonds
26. Introduction to Financial Statements
27. IPOs of Private Equity Portfolio Companies
28. The JOBS Act
29. Market Positioning: Road Shows, Pricing and Syndicate Research
30. The Nature of Securities Markets
31. Non-GAAP Financial Measures
32. Permitted Solicitation in Private Offerings: New and Proposed Rules
33. PIPE Transactions
34. Practical Issues Regarding FINRA Filings
35. Private Fund Manager IPOs
36. Publicity and Communications
37. Registered Block Trades
38. Registered Directs and Confidentially Marketed Offerings
39. Revisiting Regulation S: A Primer for International Offerings
40. Resales of Restricted and Control Securities
41. Rights Offerings
42. Rule 144A Revisited
43. Securities Act Exemptions / Private Placements
44. SEC Comment Letter Process and Confidential Treatment Requests
45. Securities Case Law Updates
46. Securities Law Fundamentals
47. The Unconventional Underwriter
48. “20 Questions” – What’s on Your Mind and What’s New in Securities Law?
49. Underwriting Agreement Negotiation
50. U.S. Financial Rescue Program
51. U.S. Securities Regulation and Offerings: What Corporate Counsel Need to Know
52. What’s New in Securities Law? Traps for the Unwary
53. Working with Investment Banks
July 19, 2019
February 28, 2019
October 22, 2018
October 15, 2018
September 14, 2018
July 20, 2018
May 08, 2018
September 27, 2017
September 13, 2017
July 13, 2017
November 03, 2016
August 05, 2016
July 22, 2016
October 26, 2015
September 30, 2015
July 23, 2015
March 26, 2014
July 25, 2013
July 27, 2012
July 28, 2011
December 06, 2010
December 07, 2009