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.

Notable Experience

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.

See More

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:

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.

“United States,” Getting the Deal Through:  Debt Capital Markets; contributing eds., David C. Lopez, Adam E. Fleisher, Dase Kim; 2014-2018 editions.

“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. 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

 

 

Events