Jeffrey D. Karpf’s practice focuses on corporate and financial transactions and matters.

He represents issuers and investment banks in a variety of SEC-registered and private equity and debt offerings, as well as tender and exchange offers. Jeff also advises on securities regulatory and corporate governance matters, including board structure and practices. He also has extensive experience in the development of new financial instruments and structured equity derivatives products.

Jeff joined the firm in 1994 and became a partner in 2003.


Notable Experience

Initial Public Offerings

  • Has advised in numerous IPOs, including those of Line, Santander Consumer USA, RigNet, Primerica, rue21, Lumber Liquidators, Sucampo Pharmaceuticals, J.Crew Group, Williams Scotsman International and Travelers Property Casualty. Also acted as counsel in the dual-track IPO and sale process for Bausch & Lomb, Biomet, OneMain, Petco, Triton Container and United Guaranty.

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Innovative Transactions

  • Allergan in its $30 billion bond/equity offerings, the largest ever acquisition financing and second-largest bond offering in history.

  • Citigroup in numerous matters, including nearly 30 debt offerings since December 2008 valued at over $75 billion, including over $17 billion this year alone. He has also acted as counsel to Citigroup for its $20 billion TARP repayment agreement and termination of the loss-sharing agreement with the U.S. government, including a $17 billion offering of common stock and a $3.5 billion offering of tangible equity units. Jeff was named The American Lawyer’s “Dealmaker of the Week” for the TARP repayment and related equity offerings.

  • The underwriters in a series of transactions that enabled AIG to re-access the capital markets.  The firm’s role in this matter was distinguished as a standout for finance by the Financial Times’ U.S. Innovative Lawyers Report in 2011. Jeff also represented the underwriters in the $20.7 billion offering of AIG common stock by the U.S. Department of the Treasury, the largest secondary equity offering in U.S. history.

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Issuers’ Counsel

  • Represents numerous issuers on securities offering, disclosure and corporate governance matters, including Allergan, Citigroup, Google/Alphabet, Verizon and Whirlpool.

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Underwriters’ Counsel

  • Designated underwriters counsel for numerous issuers, including AIG, Zions Bancorporation, Affiliated Managers Group, Hershey, Southern California Edison and Enterprise Rent-A-Car.

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Publications

“Independent Directors - Will You Know Them When You See Them?” Who’s Who Legal Corporate Governance (June 2013) (with Jeffrey Karpf and Laura Palmer)

Events