Adam Fleisher’s practice focuses on a wide range of global and U.S. corporate transactions.

Adam is a leading capital markets advisor. He has advised on many 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 alternative asset managers, especially in the areas of governance, succession planning, and the structuring and sale of GP stakes, as well as regulatory compliance, particularly beneficial ownership reporting and insider trading considerations.

In addition, Adam 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 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:

  • Large hedge funds, governance and succession, ongoing. Advising multiple large hedge funds on succession and governance issues and complex related transactions.  

  • Large private equity fund, governance and succession, ongoing. Advising a very large private equity fund on governance, succession, and related transactions.

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

  • TPG Optionality pre-IPO derivatives platform, ongoing. Advised on the development of a platform to invest in pre-IPO equity through derivative arrangements, as well as multiple transactions by that platform.

  • Genting Malaysia Berhad and Kien Huat’s acquisition of Empire Resorts, August 2019. Advised on securities law aspects of this acquisition.

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

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

  • TPG’s investment in Harlem Capital, June 2019. Advised TPG in the establishment of a noncontrolling strategic relationship with Harlem Capital Partners.

  • SciPlay Corp. IPO, May 2019. Advised the underwriters on this 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, December 2018. Advised JUUL on Altria’s investment minority investment in the company.

  • 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, $115 million convertible notes offering, and a $65 million SEC-registered follow-on 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 and $460 million secondary follow-on.

  • TPG Specialty Lending in a $65 million SEC-registered follow-on offering.

  • A large Israeli utility in a $1 billion 4.25% 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.

  • 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:

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