Adam Fleisher has two main concentrations:

  • Capital markets offerings and regulation. Adam represents issuers, underwriters, sponsors, and investors in public and private offerings, including pre-IPO investments, IPOs, block trades, PIPEs, and convertible and non-convertible bond offerings. Adam also advises extensively on disclosure, governance, and Exchange Act reporting, as well as regulatory compliance – particularly beneficial ownership reporting and insider trading.
  • Alternative asset manager governance, succession, and investment. Adam advises alternative private equity and hedge funds on complex governance and succession matters, including the issuance of securities and other financing in connection with transitioning to the next generation. Adam has advised some of the largest funds in the world in these highly confidential areas.

Recognition of Adam’s work includes:

  • Chambers USA Capital Markets: Debt & Equity
  • IFLR 1000 Highly Regarded, Capital Markets
  • The Legal 500 U.S. Capital Markets: Debt Offerings; Capital Markets: Equity Offerings; Capital Markets: Global Offerings
  • IsraelDesks’ Legally Israel 100 Notable Individual
  • The National Law Journal 2019 Capital Markets Trailblazer

Adam speaks and publishes on legal topics frequently, and is quoted regularly by the financial and legal press. Adam also has served in various external capacities, including:

  • Yale Law School advanced capital markets seminar (cross-listed with the Yale School of Management), co-taught 2015-2023.
  • ABA Business Law Section International Securities Matters Subcommittee Vice-Chair.
  • Practical Law Company U.S. Advisory Board member.
  • Financial Reporting Committee of the City of New York Bar Association former secretary.

Notable Experiences

Selected Advisory Relationships:

  • American Express, Bank of America, Barclays, Blackstone, Brookfield, Citadel, Dalio Family Office, Elbit Systems Ltd., GlobalFoundries, Goldman Sachs, Ian Snow, Israel Electric Company, JS Global, Mantle Ridge, Mubadala, Katmai Tech, Sequoia, Sixth Street, Sony Corporation, Southwest Airline Pilots Association, The Resource Group, Two Sigma, UBS/Credit Suisse, and Viking Global Investors.

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Selected Recent Transactional Experience

  • GlobalFoundries / Mubadala, 2024. Represented GlobalFoundries Inc., as issuer, and Mubadala, as selling shareholder, in a $950 million secondary public offering of GlobalFoundries ordinary shares, including a $200 million share repurchase.

  • Blackstone / Hamilton Insurance Group, 2024. Represented Blackstone as selling shareholder in the repurchase by Hamilton Insurance Group, Ltd. of the entirety of Blackstone’s minority stake in Hamilton.

  • Innovate Corp., Special Board Committee, 2024. Represented a special committee of the board of directors of Innovate Corp. in connection with its SEC-registered rights offering for common stock, including a backstop by Lancer Capital LLC, an investment fund led by Avram A. Glazer, the chairman of the board and the company’s largest stockholder, and a concurrent private placement by Lancer in newly issued preferred stock.

  • SiriusPoint Ltd., 2024. Represented the banks in the issuer’s offering of 7% senior notes due 2029 and exit consent for its outstanding 4.6% senior notes due 2026.

  • Viking Global Investors / APi Group Corporation, 2024. Represented Viking in a series of transactions in connection with its previous investment in Series B preferred shares of APi Group Corporation, including the conversion of its Series B preferred shares to common stock, APi’s repurchase of its common stock from Viking, an incremental term loan facility including Viking as a lender, and a secondary offering of APi common stock by Viking.

  • Viking Global / Oric Pharmaceuticals, 2023. Represented Viking in this $125 million PIPE offering by the clinical stage oncology company.

  • Antofagasta / Buenaventura, 2023. Represented Antofagasta plc in its investment in Compañia de Minas Buenaventura S.A.A. through transactions in the secondary market, including a contingent share purchase transaction with a dealer on June 6, 2023, to acquire beneficial ownership of approximately 19% of the outstanding shares of Buenaventura.

  • Large hedge fund founder, governance and succession, 2019-present. Advising a very large hedge fund on governance and succession matters, as well as related transactions involving complex securities.

  • Large hedge fund, governance, 2023-present. Advising a very large hedge fund on governance and succession matters, as well as related transactions involving complex securities.

  • Hamilton Insurance Group, $225 million, IPO, 2023. Represented Blackstone, as selling shareholder.

  • UroGen Pharma, $120 million PIPE, 2023. Represented Monograph Capital.

  • FDIC, sale of 39 million shares of New York Community Bancorp, 2023. Represented Barclays Capital Inc., as underwriter.

  • Capstone Green Energy Corporation, Chapter 11 restructuring, 2023. Counsel to Goldman Sachs as an investor and lender.

  • Glencore / Metals Acquisition Limited, 2023. Advised BofA Securities and UBS as financial advisors to Glencore International in a “de-SPAC” merger through which Glencore sold its CSA copper mine in New South Wales, Australia, to a special purpose acquisition company, Metals Acquisition Limited (MTAL).

  • dMY Technology Group VI / Rainwater Tech, April 2023. Advised this SPAC on its proposed business combination with Rainwater Tech.

  • Ipreo (now part of IHS Markit), 2013-2023. Counsel for its InvestorAccess platform and related matters, 2013-2023.

  • Bayer CropScience / Gingko Bioworks, 2022. Represented BofA Securities Inc. in the potential resale by Bayer CropScience LP (Bayer) of common stock to be issued by Ginkgo Bioworks Holdings Inc. (Ginkgo), which was potentially deliverable as consideration for assets sold by Bayer to Ginkgo.

  • Large hedge fund, governance and succession, 2022. Advised a large hedge fund on governance and succession matters.

  • GE, $7 billion cash tender for GE and GE affiliate notes, November 2022. Represented the dealer managers, led by BofA Securities Inc. and Morgan Stanley & Co. LLC.

  • GE, $8.25 Billion Bond Offering, November 2022. Represented the initial purchasers, led by BofA Securities and Morgan Stanley, in connection with this financing for the spin-off of GE HealthCare.

  • Very large hedge fund, succession, September 2022. Represented the founder and largest owner of a very large hedge fund in effecting succession arrangements, including complex governance and issuance of complex securities.

  • Israel Electric Corporation, $500 Million Bond Offering, February 2022. Represented the Israel Electric Corporation in this Rule 144A/Regulation S offering under its $7.5 billion global medium-term note program.

  • Middle-market PE fund, governance and succession, 2021-2022. Advised on governance and succession arrangements.

  • GlobalFoundries, $2.86 billion IPO, October 2021. Advised GlobalFoundries and its shareholder, Mubadala Investment Company PJSC (Mubadala), in GlobalFoundries debut.

  • GE, $1 billion cash tender offers for GE and GE Capital notes, June 2021. Represented the dealer managers, led by BofA Securities Inc. and J.P. Morgan Securities LLC.

  • Large private equity fund, governance and succession, 2006-2021. Advised a very large private equity fund on governance, succession and related transactions.

  • Financial Services SPAC, IPO, 2021. Advised the sole bookrunning manager in this proposed IPO in the digital asset space.

  • Large multinational public company, activism defense, 2020. Advised a large multinational listed company on a campaign by a high-profile activist.

  • TPG, separation of Sixth Street Partners, 2020. Advised TPG the separation of Sixth Street Partners.

  • Ian Snow, founder of Snow Phipps. Advised Mr. Snow, including in connection with the formation of TruArc Partners, a successor to SnowPhipps, May 2020.

  • MDC Partners business combination with Stagwell Media, December 2020. Represented MDC Partners Inc. (MDC) in its business combination transaction and redomiciliation with Stagwell.

  • IBEX Limited, $90 million IPO August 2020. Represented The Resource Group International Limited, as controlling and selling shareholder.

  • Sony Corporation, $3.7 billion tender offer for common shares and stock acquisition rights of Sony Financial Holdings Inc, July 2020. Represented Sony in this take-private tender.

  • Middle-Market PE Fund, Succession Arrangements, May 2020. Advised the CEO and co-founding partner on a framework agreement formalizing the governance structure of the existing business and governing the establishment of a successor asset management business.

  • TPG Specialty Lending (now Sixth Street Specialty Lending), $50 million notes reopening, February 2020. Represented TPG Specialty Lending.

  • Opko Health, SEC investigation, 2019. Advised Opko Health on complex beneficial ownership reporting matters.

  • Very large hedge fund, governance and succession, 2019. Advised on governance and succession matters.

  • Genting Malaysia Berhad and Kien Huat in their joint acquisition of $335m shares of Empire Resorts, 2019. Represented Genting Malaysia Berhad and Kien Huat Realty III Limited (Kien Huat) in their joint acquisition of the shares of Empire Resorts Inc. (Empire Resorts) not already held by Kien Huat.

  • Large bank, novel trade involving stuck bond position, 2019. Advised large bank on novel trading arrangements relating to a stuck high yield bond position.

  • SEC investigation and settlement, 2019. Advised on securities law issues in connection with a high-profile SEC investigation and settlement.

  • TPG’s investment in Harlem Capital, 2019. Advised TPG on the establishment of a non-controlling strategic relationship with Harlem Capital Partners.

  • SciPlay Corp. IPO, 2019. Advised the underwriters on the carve-out of an internet gaming company from Scientific Games Corp., itself a public company in which MacAndrews & Forbes holds a controlling stake.

  • Altria’s $12.8 billion investment in JUUL, 2018. Advised JUUL on Altria’s investment minority investment in the company.

  • JUUL Labs, $1.257 billion offering and a recapitalization to create high- and low-vote classes of preferred and common stock, 2018. Advised the issuer on the offering and recapitalization.

  • TPG Specialty Lending (now Sixth Street Specialty Lending), $50 million convertible notes offering, 2018. Advised TSL in this SEC-registered offering.

  • TPG investment in NewQuest, 2018. Advised TPG on its investment in NewQuest, a secondaries private equity firm based in Asia.

  • TCW Direct Lending LLC, Exchange Offer / Split-Off, 2017-2018. Advised TCW’s BDC in connection with this proposed exchange offer / split-off to provide holders with a permanent capital / IPO vehicle.

  • GrafTech International, IPO, 2018. Advised issuer and its sole stockholder, an affiliate of Brookfield Asset Management, in its $525 million IPO.

  • Sony, commercial paper program, 2018. Advised Sony on the establishment of a commercial paper program.

  • TPG Sixth Street Partners (TSSP), $1.8 billion “TAO 4.0,” the fourth fundraise for TSSP Adjacent Opportunities Partners, April 2018. Advised on securities law matters.

  • TPG Specialty Lending, $65 million follow-on offering, 2018. Advised the issuer in this SEC-registered offering.

  • Israel Electric Company, $1 billion 4.250% notes offering, 2018. Advised the issuer in this Rule 144A / Regulation S offering.

  • TPG, Pre-IPO Investing Platform, 2017-2018. Advised TPG on the development of a platform to invest in pre-IPO equity using forward contracts.

  • KIC Sale of BAC Stake, 2017. Advised South Korea’s sovereign wealth fund, Korea Investment Corp, in its sale of $2 billion of Bank of America shares to Bank of America.

  • IBEX Holdings issuance of warrant to Amazon, 2017. Advised Ibex Global, a portfolio company of The Resource Group, in connection with this issuance.

  • Sirius International Group, SEK 2.75 billion floating-rate callable subordinated notes, 2017. Advised HSBC, Nordea, and DNB Markets in this Regulation S bond offering.

  • Etelequote, preferred shares issuance to 17Capital, 2017. Advised The Resource Group (TRG) and Etelequote in connection with its private placement.  

  • JUUL Labs, $124 million offering of subordinated convertible notes, 2017. Acted for the issuer in this private placement.

  • Viking Global, investment in J2 Acquisition, a UK-listed SPAC, 2017. Acted for Viking.

  • PIPE in convertible preferred of aTyr Pharma, 2017. Acted for large hedge fund as anchor investor in a $45 million PIPE.

  • Permian Resources, Restructuring, 2017. Advised Temasek in connection with this restructuring.

  • TPG Specialty Lending (now Sixth Street Specialty Lending), $115 million convertible notes offering, 2017. Advised TSL in this Rule 144A offering.

  • Viking Global, investment in Liberty Media / Formula 1, 2017. Acted for Viking in this aggregate $1.55 billion PIPE.

  • Signac (Palantir / Credit Suisse joint venture), 2017. Advice relating to development of novel securities.

  • China Rapid Finance, $60 million IPO, 2017. Counsel to Morgan Stanley, Credit Suisse, and Jefferies in this SEC-registered IPO.

  • Key Energy restructuring, 2016. Advised Goldman Sachs in connection with the issuer’s emergence from bankruptcy.

  • TPG Specialty Lending, proxy contest in respect of TICC, 2016. Advising TSL in connection with its proxy context relating to another BDC.

  • Large Private Equity Firm, C-Suite Employment Arrangements, 2016. Advised large private equity firm on hiring of CEO.

  • Acushnet Holdings, IPO and acquisition, 2016. Advised Fila Korea in connection with the acquisition of its controlling stake in the issuer.

  • Norges Bank / Kilroy Realty joint venture, 2016. Acted for Norges Bank in this $425 million investment relating to two San Francisco office buildings.

  • TPG investment in Spotify, 2016. Advised TPG on securities law matters.

  • UBS, $200 million modified Dutch auction for common stock of Scholastic Corporation, 2016. Acted for UBS as dealer-manager in this ultimately abandoned tender offer.

  • Representation of large hedge fund in contentious context, 2015. Advising a hedge fund in connection with an adverse action against minority shareholders by a significant China-based issuer.

  • Viking Global, investment in Uber, 2015. Acted for Viking as anchor investor in this investment and $1.25 billion IPO.

  • Viking Global, investment in Credit Suisse, 2015. Represented Viking in this private placement.

  • Viking Global, investment in Roivant, 2015. Advice and assistance regarding securities filings.

  • Western Digital, $3.775 billion PIPE, 2015. Advised Western Digital on this PIPE placement to China-based Unisplendour, with the proceeds to be used to finance the SanDisk acquisition.

  • Registered direct investment by a large sovereign investor in a public company, 2015. Acting for a large sovereign investor in a direct placement by a listed issuer.

  • Brookfield Residential Properties, $350 million 6.375% senior notes and C$250 million 6.125% senior notes, 2015. Acted for the issuer in this Rule 144A/Regulation S notes offering.

  • Pre-IPO investment by large hedge fund in Spotify, 2015. Acted for a large hedge fund making a pre-IPO investment in the Swedish music streaming company.

  • Pre-IPO investment by large hedge fund in Chinese insurer, 2015. Represented a large hedge fund making a pre-IPO investment through a special purpose fund.

  • Contingent value rights and proceeds agreement trading by large hedge fund, 2015. Represented a large hedge fund using proceeds arrangements to trade economics in merger-related CVRs.

  • Major strategic investor in a block trade of significant minority stake, 2015. Acted for the seller of a significant minority stake in a Rule 144 block sale.

  • Private credit fund to business development company, 2015. Advised the sponsor on the formation of a private credit fund designed eventually to convert to a BDC.

  • Pre-IPO investment by large hedge fund in Uber, 2014. Advised a large hedge fund in connection with investing in Uber.

  • Pre-IPO investment by large hedge fund in Alibaba, 2014. Advised a large hedge fund on its pre-IPO investment in Alibaba.

  • TPG Specialty Lending, SEC-registered secondary offering of 5 million shares, 2014. Acted for this business development company in the resale of shares by a number of pre-IPO investors.

  • TPG Specialty Lending, $115 million 4.50% convertible senior notes, 2014. Represented the issuer in this business development company’s Rule 144A convertible note offering.

  • TPG Specialty Lending, $112 million IPO, 2014. Advised this business development company on its IPO, along with a $50 million concurrent private placement.

  • Selected Recent Transactional Experience (continued)

    • TPG, $400 million revolving credit facility, 2013. Acted for TPG in connection with an amendment to this facility.
    • Non-bankruptcy restructuring of privately held retailer, 2013. Represented a significant investment bank in restructuring its debt and equity investment.
    • Pre-IPO investment by large hedge fund in Lending Club, 2013. Advised a large hedge fund in making a structured equity investment though a fund-type structure.
    • Empire Resorts, rights offerings, 2013 and 2014. Advised the largest investor, Kien Huat, in connection with standby arrangements and other matters related to these rights offerings.
    • PIPE investment by large hedge fund in accounting software company, 2013. Acted for a large hedge fund investing in the equity of this New Zealand-based issuer through a total return swap.
    • Technicolor, $1.1 billion cross-border debt refinancing and liability management, 2013. Acted for J.P. Morgan, Goldman Sachs, and Morgan Stanley in various capacities in this complex, cross-border refinancing of senior secured debt, and related liability management transactions.
    • Brookfield Residential Properties, $500 million 6.125% senior notes offering, 2013. Acted for the issuer in this Rule 144A/Regulation S notes offering.
    • Brookfield Residential Properties, $600 million 6.5% senior notes, 2012. Acted for the issuer in this Rule 144A / Regulation S notes offering.
    • Brookfield Residential Properties, public offering of 8 million shares, 2012. Acted for the issuer in this offering, which relied on the U.S.-Canadian Multijurisdictional Disclosure System.
    • RBS Citizens Financial Group, $350 million 4.15% subordinated notes, 2012. Acted for Bank of America Merrill Lynch, RBS, and Keefe, Bruyette & Woods in this Rule 144A/Regulation S debut offering.
    • MFC Industrial, $33 million takeover bid of Compton Petroleum Corporation, 2012. Acted for TPG in the sale of its holdings in Compton Petroleum as part of MFC Industrial’s acquisition.
    • Salix Pharmaceuticals, $690 million 1.5% convertible senior notes offering, 2012. Acted for the initial purchasers, led by Merrill Lynch.
    • Autoliv, remarketing of Autoliv’s $106 million 8% senior notes, 2012. Acted for Morgan Stanley in this remarketing of senior notes, originally part of equity units issued by Autoliv in 2009.
    • TPG investment in Northstar Pacific, 2011. Acted for TPG in connection with its investment in Northstar Pacific, an Indonesian private equity buyout group.
    • K Equity, block trade, 7 million shares of Kemet, 2011. Represented the underwriter, Deutsche Bank, in this secondary block trade.
    • Alkermes, merger with Elan Drug Technologies, 2011. Advised on securities matters in connection with this business combination.
    • Various strategic investors, investment in TPG, various dates. Acted for TPG in connection with its sale of significant equity stakes to strategic investors at various times.
    • Ivanhoe Mines, $1.18 billion rights offering, 2011. Acted for Citigroup, BMO, and CIBC as dealer managers in this rights offering.
    • Visteon, $1.25 billion rights offering, 2010. Acted for Goldman Sachs, a lead investor, in connection with the restructuring of Visteon Corporation, including Visteon’s rights offering.
    • K Equity, secondary offering, 10 million shares of Kemet, 2010. Acted for the underwriters, Deutsche Bank, Merrill Lynch, and UBS Securities, in this secondary offering.
    • TPG, acquisition of Roosevelt Management Company, 2010. Advised TPG on aspects of its acquisition of Roosevelt Management Company and associated trusts and REMICs.
    • D.E. Shaw Group, block trade, 4.4 million shares of Kid Brands, 2010. Acted for D.E. Shaw Laminar Portfolios in its sale of these shares in a registered secondary offering.
    • Salix Pharmaceuticals, $345 million 2.75% convertible senior notes, 2010. Acted for the underwriters, led by Merrill Lynch and Jefferies.
    • Dexia, $485 million secondary offering of Assured Guaranty shares, 2010. Acted for Dexia in this SEC-registered sale.
    • Nortel Networks, sale of Metro Ethernet Networks business to Ciena, 2010. Advised on securities law issues in connection with this sale.
    • Deutsche Bank, $958 million debt tender offer for auction rate securities, 2009. Acted for Deutsche Bank in this cash tender for securities it had packaged.
    • RadioShack, $43.2 million debt tender offer and consent solicitation for 7 3/8% notes, 2009. Acted for dealer-managers and solicitation agents led by Citigroup, Bank of America, and Wells Fargo in this cash tender offer and concurrent consent solicitation relating to the company’s bonds.
    • Equinix, $373.75 million convertible notes, 2009. Acted for Citigroup, J.P. Morgan, and Goldman Sachs in this offering by the colocation company.
    • Kemet, debt tender offer for 2.25% convertible senior notes, 2009. Acted for Deutsche Bank as dealer-manager in this cash tender offer.
    • NC Telecom Holding, secondary offering of 15 million shares of Brightpoint, 2009. Acted for Deutsche Bank in this secondary offering.
    • Jones Apparel Group, tender offer and consent solicitation for 4.250% senior notes, 2009. Acted for Citigroup, Bank of America, J.P. Morgan, and Wachovia as dealer-managers and consent solicitation agents in this cash tender offer and consent solicitation.
    • Invesco, $460 million follow-on offering, 2009. Acted for Merrill Lynch, Citigroup, Morgan Stanley, and others in this SEC-registered follow-on offering.
    • Autoliv, 6.6 million equity units, 2009. Acted for the underwriter, Morgan Stanley, in this SEC-registered offering of equity units by the automotive safety company.
    • Bottling Group, $1.3 billion 6.95% senior notes, 2008. Acted for the underwriters, led by Morgan Stanley, Deutsche Bank, HSBC, J.P. Morgan, and Merrill Lynch, in this registered offering.
    • Salix Pharmaceuticals, $60 million 5.5% convertible notes, 2008. Acted for the initial purchasers, led by Bank of America.
    • Citigroup, $19 billion convertible preferred and straight preferred shares, 2008. Acted for Citigroup in 10 concurrent offerings of convertible preferred stock and straight preferred stock. The offerings involved six individually negotiated private placements of $12.5 billion of convertible preferred stock, a $3.17 billion public offering of convertible preferred stock, and a $3.72 billion public offering of straight preferred stock.
    • VMware, $1.1 billion IPO, 2007. Acted for the underwriters, led by Citigroup, J.P. Morgan, and Lehman Brothers, in this IPO, then the largest in the tech sector since Google.
    • Alpharma, $300 million 2.125% convertible notes, 2007. Acted for the initial purchaser, Bank of America, in this SEC-registered offering by the specialty pharmaceutical company.
    • Foamex International, $150 million rights offering, 2007. Acted for D. E. Shaw, Goldman Sachs, and others in backstopping this rights offering in connection with Foamex’s restructuring, and in subsequent Foamex financing transactions.
    • America Movil, $600 million 5.625% senior notes and $400 million 6.125% senior notes, 2006. Acted for the issuer in this SEC-registered offering.
    • America Movil, $500 million floating rate senior notes, 2006. Acted for the issuer in this Rule 144A/Regulation S offering.
    • America Movil, Ps. 8 billion 8.46% senior notes, 2006. Acted for the issuer in this Rule 144A/Regulation S offering.
    • Codelco, $500 million 6.15% senior notes, 2006. Acted for the Chilean state-owned mining company and the world’s largest producer of copper in this Rule 144A/Regulation S offering.
    • Carulla Vivero, $715 million sale to Almacenes Exito, 2006. Acted for the Colombian supermarket company and ACON Investments in the sale of Carulla Vivero to Almacenes Exito.
    • Lifetime Brands, $65 million convertible senior notes offering, 2006. Acted for the initial purchasers.
    • GP Investments, $326 million IPO, 2006. Acted for Credit Suisse in this IPO and listing on the Bovespa and Luxembourg Stock Exchange.
    • Prudential Financial, $2 billion floating rate convertible senior notes, 2005. Acted for Goldman Sachs in this Rule 144A offering of convertible notes.
    • Harmony Gold Mining Company, block trade of Gold Fields shares, 2005. Acted for HSBC in this accelerated book-built offering by Harmony of its stake in Gold Fields. 
    • Bank Muscat, $163 million GDR offering, 2005. Acted for Oman’s largest bank in this offering of global depositary receipts, the first listing on the London Stock Exchange by an Omani company.
    • Luxfer Holdings, 2001-2005. Exchange Act reporting and related advice, including in connection with Form 20-F and Form 6-K reporting.
    • SBS Broadcasting, €135 million 12% senior notes, 2001-2005. Advised the Luxembourgeois broadcasting company on interpreting the covenants in its high-yield notes.
    • European Bank of Reconstruction and Development, €20 million global medium-term note program, 2001-2005. Acted for the EBRD in over 20 takedowns, and annual program updates.
    • ABN AMRO Holding, €2.52 billion undocumented equity offering, 2005. Acted for ABN AMRO in this undocumented offering.
    • Buhrmann, €250 million rights offering, 2005. Acted for Deutsche Bank in this Regulation S/U.S. private placement rights offering by the Dutch office products company.
    • Buhrmann, $150 million 7 7/8% senior subordinated notes, 2005. Acted for Deutsche Bank in this Rule 144A/Regulation S offering of high-yield notes by the Dutch office products company.
    • Citibank and Bank Handlowy w Warszawie, $437 million 2.875% senior exchangeable notes, 2004. Acted for Citigroup in this offering of notes exchangeable into shares of the Polish bank.
    • EDP-Energias de Portugal, €1.2 billion rights offering, 2004. Acted for the Portuguese electricity company in this Regulation S/SEC-registered rights offering.
    • Arcelor, €1.14 billion warrants offering, 2004. Acted for BNP Paribas and Deutsche Bank in the steelmaker’s Regulation S/U.S. private placement warrants offering.
    • Vestas Wind Systems, €282 million rights offering, 2004. Acted for Dresdner Kleinwort Wasserstein and Nordea in this Regulation S/U.S. private placement rights offering.
    • Clariant, CHF 900 million rights offering, 2004. Acted for Citigroup and UBS in this Regulation S/U.S. private placement rights offering by the Swiss specialty chemicals company.
    • Abbey National, $2.25 billion LIBOR notes, 2004. Acted for the bank in this unregistered offering.
    • Citigroup Global Markets, block trade of Bharti Tele-ventures shares, 2004. Acted for Citigroup in the block sale by Warburg Pincus of its interest in the Indian telecommunications company.
    • Lonmin, block trade of AngloGold Ashanti shares, 2004. Acted for Cazenove and J.P. Morgan in this Regulation S/SEC-registered accelerated book-built offering of Lonmin’s interest.
    • SBC Communications, block trade of TDC shares, 2004. Acted for Citigroup in this accelerated book-built offering by SBC of its interest in the Danish communications company. 
    • TPG, block trade of Punch Taverns shares, 2003. Acted for TPG in the sale to institutional investors of its interest in the UK pub company.
    • BZ Group Holding and Stillhalter Vision, block trade of Lonza Group shares, 2002. Acted for Deutsche Bank and Merrill Lynch in connection with this Regulation S trade.
    • Royal Ahold, €3 billion rights offering, 2003. Acted for ABN AMRO Rothschild, Goldman Sachs, and J.P. Morgan in this rights offering by the Dutch food distributor.
    • BP, $1 billion 2.75% guaranteed notes, 2003. Acted for UBS in this SEC-registered offering.
    • BP, $1 billion 2.625% guaranteed notes and LIBOR guaranteed notes, 2003. Acted for ABN AMRO and Lehman Brothers in this SEC-registered offering.
    • ABB, €650 million 6.50% notes, 2003. Acted for Deutsche Bank, Barclays, and HVB in this Regulation S offering of notes.
    • ABB, CHF 3.2 billion rights offering, 2003. Acted for Citigroup, Credit Suisse First Boston, Deutsche Bank, and Enskilda in this rights offering by the Swiss company.
    • ABB, CHF 1 billion 3½% convertible bond offering, 2003. Acted for Citigroup, Credit Suisse, and Deutsche Bank this offering of convertible bonds by ABB.
    • Prudential, $2 billion shelf registration statement, 2003. Acted for the UK insurer in establishing an SEC-registered shelf registration statement for the offering of Tier 1 and Tier 2 capital.
    • Impress Holdings, €150 million 10 1/2% senior guaranteed notes, 2003. Acted for the issuer in this Rule 144A/Regulation S offering of high-yield notes by the metal packaging concern.
    • BP, $1 billion prime rate guaranteed notes and 2.35% guaranteed notes, 2003. Acted for Goldman Sachs this SEC-registered offering. 
    • CMA CGM, €100 million 9.875% senior notes, 2003. Advised the French shipping concern on interpreting the covenants in its high-yield notes.
    • HSBC Holdings, $14 billion acquisition of Household International, 2003. Advised on securities law aspects of the acquisition.
    • BP, $250 million 3.625% guaranteed notes, 2002. Acted for Merrill Lynch in this SEC-registered offering.
    • Centerpulse, CHF 237 million rights offering, 2002. Acted for UBS Warburg in this rights offering by the Swiss company.
    • BP, $300 million 3.375% guaranteed notes, 2002. Acted for Goldman Sachs and UBS Warburg in this SEC-registered offering.
    • ScanWafer, NOK 40 million rights offering, 2002. Acted for the Norwegian solar power concern in a Rule 801 rights offering.
    • BP, $500 million 4.625% guaranteed notes, 2002. Acted for Morgan Stanley in this SEC-registered offering.
    • BP, $1 billion floating-rate guaranteed and federal funds open rate guaranteed notes, March 2002. Acted for Deutsche Banc Alex. Brown in this SEC-registered offering.
    • BP, $500 million 4% guaranteed notes, 2002. Acted for Salomon Smith Barney and UBS Warburg in this SEC-registered offering.
    • Yukos Oil, $100 million acquisition of Hydrocarbons and Process Technologies businesses, 2001. Acted for Yukos in its acquisition of these businesses from the Norwegian conglomerate, Kvaerner.
    • Royal Ahold, €2.2 billion equity offering, 2001. Acted for ABN AMRO Rothschild, Goldman Sachs, and Merrill Lynch in this SEC-registered equity offering.
    • Callahan Nordrhein-Westfalen, €300 million 14 1/8% senior notes, 2001. Acted for the German broadband network owner and operator in this Rule 144A/Regulation S offering.
    • Dixons Group, €260 million 1% secured exchangeable bonds, 2001. Acted for Goldman Sachs and Morgan Stanley in this offering of notes exchangeable into shares of Wanadoo.
    • Instinet Group, $533 million IPO, 2001. Acted for Instinet in connection with its IPO.
    • Investment AB Kinnevik affiliates, 2001-2005. Exchange Act reporting and related advice, including in connection with Form 20-F and beneficial ownership reporting.
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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:

Alternative Asset Manager Governance & Succession: Founder Overview,” Adam Fleisher, Michael J. Albano, Alan M. Levine, Anirudh Sivaram; Cleary Gottlieb Alert Memo; 2024.

Jury Decision Lends Support for ‘Shadow’ Insider Trading Theory,” David Lopez, Matthew Solomon, Adam Fleisher, Clayton I. Simmons, Alexander Janghorbani, Guillaume Renaud; Cleary Gottlieb Alert Memo; 2024. 

Convertible Bonds & Call Spreads: Executive Overview,” Adam Fleisher, Clay Simmons, Emily Arndt; Cleary Gottlieb Alert Memo; 2024.

Delaware Court of Chancery Invalidates Common Provisions in Stockholder Agreements,” Matthew P. Salerno, David Leinwand, David Lopez, Adam Fleisher, Adam Brenneman, John A. Kupiec, Mark E. McDonald; Cleary M&A and Corporate Governance Watch blog; 2024

AI May Do Wonders for Your Business, But What About Your Risk Profile?Cleary Gottlieb Selected Issues for Boards of Directors in 2024; 2024

Post-IPO Liquidity Roadmap for for Pre-IPO Equity Investors,” Adam Fleisher, Clayton I. Simmons, Elizabeth J. Hamilton, Jonathan R. Povilonis; Cleary Gottlieb Alert Memo (republished in Insights, The Corporate & Securities Law Advisor); 2024.

The IPO: Overview and Guide,” Craig B. Brod, Adam Fleisher, Jonathan R. Povilonis; Cleary Gottlieb Alert Memo; 2023.

The Potential U.S. Federal Shutdown – Planning Considerations for Our Clients,” David Lopez, Jason R. Factor, Adam Fleisher, Hugh C. Conroy, Jr., Helena Grannis; Cleary Gottlieb Alert Memo; 2023.

SEC Removes References to Credit Ratings from Regulation M,” Leslie N. Silverman, David Lopez, Jeffrey D. Karpf, Adam Fleisher; Cleary Gottlieb Alert Memo; 2023.

Supreme Court Adopts Strict Section 11 Tracing Requirement in Slack’s Direct Listing,” David Lopez, Jeffrey D. Karpf, Adam Fleisher, Jared Gerber; Cleary Gottlieb Alert Memo; 2023.

Corporates Face Novel Risks from Debt Ceiling Impasse—Even if No Default Occurs,” David Lopez, Adam Fleisher, Margaret S. (Meme) Peponis, Duane McLaughlin, Amy R. Shapiro; Cleary Gottlieb Alert Memo; 2023.

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

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

Second Circuit Decision Limits the Ability to Prosecute Instances of Trading on Confidential Government Information,” Leslie N. Silverman, Victor L. Hou, Adam Fleisher, Robin M. Bergen, Jared Gerber, Tom Bednar, Michael Cinnamon; Cleary Gottlieb Alert Memo; 2023.

13F Filers Have Another Reporting Obligation Coming Their Way,” Robin Bergen, Adam Fleisher, Jeffrey D. Karpf, Alyssa Locnikar, Jonathan R. Povilonis; Cleary Gottlieb Alert Memo; 2022.

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

SEC’s “Shadow Trading” Insider Trading Case Allowed to Proceed,” Adam Fleisher, Robin M. Bergen, Matthew C. Solomon, Daniel Montgomery, Tom Standifer; Cleary Gottlieb Alert Memo; 2022.

Alternative Capital Raising for Public Companies,” Adam Fleisher, Sophie Grais; PLI Financial Products Fundamentals treatise; 2022.

Negotiating GP Stakes Deals in Times of Economic Uncertainty,” Jason R. Factor, Adam Fleisher, Michael J. Albano, John Kupiec, Chris C. Lee, Kenneth S. Blazejewski, Michael James; Cleary Gottlieb Alert Memo; 2022.

SEC Brings Rare Litigated Enforcement Action for Violation of Regulation FD,”  Adam Fleisher, Lisa Vicens & Matthew C. Solomon; Cleary Gottlieb Alert Memo; 2021.

SEC Proposal: Improving Access to Capital in Private Markets,” Adam Fleisher, Jeffrey Karpf and Leslie Silverman; Harvard Law School Forum on Corporate Governance; 2020.

SEC Urges More Disclosure in First-Quarter Earnings Reports Amid the Pandemic,”  Adam Fleisher, Sandra Flow, Nick Grabar, Jeffrey Karpf and David Lopez; CLS Blue Sky Blog; 2020. 

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

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

Direct Listings 2.0 – Primary Direct Listings,” David Lopez, Jeffrey D. Karpf, Helena K. Grannis, Adam Fleisher, Nicolas Grabar, David Parish; Cleary Gottlieb Alert Memo, 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,” David Lopez, Jeffrey D. Karpf, Francesca L. Odell, Adam Fleisher, James E. Langston, Marc B. Rotter; Cleary Gottlieb Alert Memo; 2020.

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

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

Regulators Approve NYSE Plan To Ease Rules On Equity Sales; Law 360; 2024.

US-listed tech companies face cash crunch after burning through billions from IPOs; FT; 2023.

‘Figma Took Their Lunch Money’: How $2 Billion Design Startup InVision Fell Apart; The Information, 2023.

Surge In Secondary Offerings Raises Hopes For IPO Rebound; Law360; 2023.

Market swings scare off US companies with plans to go public; FT; 2022.

SEC’s ‘aggressive’ rule-making agenda sets it on collision course with industry; The Banker; 2022.

Harsh Market Limits IPO Prospects For Autumn Listings; Law360; 2022.

The SPAC Crash Forces Merger Targets To Rethink Strategies; Law360, 2022.

Corporate lawyers take it easy as US IPO market dries up; FT; 2022.

IPO Market Gets Off To A Rocky Start In 2022; Law360; 2022.

New York still king as listing reforms fall short; GlobalCapital; 2022.

Private capital markets come of age; The Banker, 2021.

SEC Wants Clearer Risk Disclosures Amid Market Volatility; Law360, 2021.

Capital Markets Group Of The Year: Cleary Gottlieb; Law360; 2020.

Capital Markets Advice Nowadays Is About More Than Finance; Law360; 2020.

Casper IPO shows WeWork effect on valuations;  IFLR 2020.

Capital Markets Group Of The Year: Cleary Gottlieb; Law360;  2018.

Auction Funds Offer a New Source of Liquidity for Private Fund Interests; Hedge Fund Law Report; 2018.

5 Signs A Company Isn’t Ready For An IPO;   Law360; 2017.

4 Reasons Cos. Are Staying Private Longer; Law360; 2017.

Don’t Expect Snap To Single-Handedly Revive IPO Market; Law360; 2017. 

Capital Markets Group Of The Year: Cleary Gottlieb; Law360; 2017.

Year’s Largest US IPO Sends Mixed Signals In Debut; Law360; 2016.

Low Rates, M&A Mania Boost Jumbo Bonds To Record Highs;  Law360; 2015.

Selected presentations:

Advanced Issues in Representing Underwriters

Alternatives to Traditional Securities Offerings

Aftermarket Compliance: Reporting, Voting and Being Listed

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

Anatomy of a Credit Agreement

Anatomy of an IPO

Auction Funds: market Liquidity for Private Equity

Beneficial Ownership Reporting

Communication with Financial Analysts and Related Disclosure Issues

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

Current Topics in Liability Management

Deal Execution

Debt Trading

Disclosure Challenges, Deal Alternatives & Current Hot Topics

Disclosure and Diligence

Due Diligence Considerations

Equity IPOs: Obstacles and Pitfalls

Facebook IPO (appearance on CNBC TV 18, India)

Fair Value Accounting

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

Foreign Private Issuers

Fundamentals of Corporate & Securities Law

Going Public in the 2020s Conference: IPOs

History of Financial Markets

How the SEC Works: Laying the Groundwork

The Initial Public Offering

The Ins and Outs of Regulation M

Insider Trading

Introduction to Convertible Bonds

Introduction to Financial Statements

IPOs of Private Equity Portfolio Companies

The JOBS Act

Market Positioning: Road Shows, Pricing, and Syndicate Research

The Nature of Securities Markets

Non-GAAP Financial Measures

Permitted Solicitation in Private Offerings: New and Proposed Rules

PIPE Transactions

Practical Issues Regarding FINRA Filings

Private Fund Manager IPOs

Publicity and Communications

Registered Block Trades

Registered Directs and Confidentially Marketed Offerings

Revisiting Regulation S: A Primer for International Offerings

Resales of Restricted and Control Securities

Rights Offerings

Rule 144A Revisited

Securities Act Exemptions / Private Placements

SEC Comment Letter Process and Confidential Treatment Requests

Securities Case Law Updates

Securities Law Fundamentals

The Unconventional Underwriter

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

Underwriting Agreement Negotiation

U.S. Financial Rescue Program

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

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

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

Working with Investment Banks

Events