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.
Recent representative transactions include:
The Resource Group International Limited, as selling shareholder, in IBEX’s IPO.
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.
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
“SEC’s “Shadow Trading” Insider Trading Case Allowed to Proceed,” Cleary Enforcement Watch blog, Robin M. Bergen, Matthew C. Solomon, Daniel Montgomery and Tom Standifer; 2022.
“Going Public: A Guide to U.S. IPOs for Founders, Officers, Directors and Other Market Participants,” Cleary Gottlieb Alert Memo, Adam E. Fleisher and Sophie Grais; 2020.
“SEC Harmonizes Regulation and Improves Access to Capital in Private Markets,” Cleary Gottlieb Alert Memo, Nina E. Bell, Jeffrey D. Karpf, David Lopez, Jeff J. Shim and Leslie N. Silverman; 2020.
“Direct Listings 2.0 – Primary Direct Listings,” Cleary Gottlieb Alert Memo, Nicolas Grabar, Helena K. Grannis, Jeffrey D. Karpf, David Lopez, David Parish; 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,” Cleary Gottlieb Alert Memo, David Lopez, Jeffrey D. Karpf, Francesca L. Odell, Adam Fleisher, James E. Langston, Marc B Rotter; 2020.
“Q2 Reporting: How Should a U.S. Public Company Quantify the Impact of COVID-19?,” Cleary Gottlieb Alert Memo, Nicolas Grabar, David Lopez, Jeffrey D. Karpf, Sandra L. Flow, Adam Fleisher, Elena M. Vespoli, Fernando A. Martinez; 2020.
“First Quarter Earnings and COVID-19: SEC Officials Ask for More,” Cleary Gottlieb Alert Memo, Sandra L. Flow, Nicolas Grabar, Jeffrey D. Karpf, David Lopez, Giovanni P. Prezioso, Julian Cardona; 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.
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
September 23, 2021
April 19, 2021
October 6, 2020
September 21, 2020
July 17, 2020
October 17, 2019
September 13, 2019
July 19, 2019
February 28, 2019
October 22, 2018
October 15, 2018
September 14, 2018
July 20, 2018
May 8, 2018
September 27, 2017
September 13, 2017
July 13, 2017
November 3, 2016
August 5, 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 6, 2010
December 7, 2009