Andrea Basham advises domestic and international clients on corporate governance and securities law matters.

Her practice focuses on disclosure and ongoing reporting obligations of public companies and public and private offerings of securities in the United States and elsewhere, including securities law and reporting aspects of mergers and acquisitions involving public companies. She also advises companies and shareholders on venture capital and other minority investments.

Andrea is actively involved in the firm’s knowledge management efforts with respect to capital markets transactions and changes and developments in securities regulation. She also plays a primary role in the training and development of the firm’s corporate lawyers across practice areas.

Andrea joined the firm in 2002. As an associate from 2002 through 2006, her practice focused on international corporate and financial transactions, with particular emphasis on transactions involving the firm’s Latin American clients. Andrea rejoined the firm in 2012, became a senior attorney in 2014, and became counsel in 2018.

Notable Experience

  • Stanley Ventures in its minority equity investments in multiple startup ventures, including Foresite Healthcare, Evolve Additive Solutions, GTP Services, Fabric8 Labs, 3xLOGIC, Humavox, ConnectMyEV, ARIX Technologies, FreeWire Technologies, Veloxint, Red Point Positioning, Prieto Battery, and Pillo. 

  • An unnamed investor in its $5 million investment in newly created 6 percent convertible preferred stock of University Bancorp.

  • Temasek Holdings in connection with its $454 million equity investment in Univar Inc.

  • Advises numerous domestic and international clients on corporate governance and securities offering related matters, including  MercadoLibre, The Hartford, Carbo Ceramics, American Express, Temasek Holdings, Goldman Sachs, OpenText, Pemex, and others.

  • Regular counsel to The Hartford on various financing matters, including its $500 million offering of senior notes and its exercise of the Put Option under the Glen Meadow ABC Trust to issue $500 million of junior subordinated notes.

  • Regular counsel to MercadoLibre on corporate governance, SEC reporting and financing matters, including the $1.4 billion registered sale by eBay of its equity interest in MercadoLibre and in its $880 million offering of senior notes, related capital call transactions, and concurrent private exchange transactions.

  • Advised on several recent foreign private issuer U.S. registered IPOs, including LINE’s dual-listed U.S.-Japan IPO and the IPOs of Argentine companies Central Puerto and Grupo Supervielle.

  • JUUL in the $12.8 billion minority investment by Altria.

  • Brookfield Asset Management in its multi-tranche investment of up to $400 million in Hospitality Investors Trust, a public REIT, including a novel structure in which Brookfield made its PIPE investment directly into the operating subsidiary of the REIT.

  • Stanley Black & Decker in its $1.4 billion sale of its Hardware & Home Improvement Group to Spectrum Brands Holdings.

  • Suntory in its $16 billion acquisition of Beam.

  • OCI N.V. in its proposed $8 billion combination with CF Industries.

  • The Coca-Cola Company in the $28 billion combination of Coca‑Cola Enterprises, Iberian Partners, and Erfrischungsgetränke to form Coca-Cola European Partners.

  • Medtronic in its $42.9 billion acquisition of Covidien.

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Publications

SEC Proposes Amendments to Rules on Financial Disclosures for Acquisitions and Dispositions,” Cleary Gottlieb Alert Memo, May 8, 2019 (co-author).

A Look Under the Hood of Spotify’s Direct Listing,”Harvard Law School Forum on Corporate Governance and Financial Regulation, April 26, 2018 (co-author).

SEC Proposes to Modernize and Simplify Disclosure Requirements for Public Companies,” (October 16, 2017).

“FAST Act Amendments to the U.S. Securities Laws,”Harvard Law School Forum on Corporate Governance and Financial Regulation, January 16, 2016 (co-author).

“New SEC Staff Guidance on General Solicitation,” Review of Securities and Commodities Regulation, November 4, 2015.

“Private Offerings: SEC Liberalizes the Rules but also Proposes New Requirements,”VC Experts, October 23, 2013.

Events