Jonathan R. Povilonis
Associate
Jon Povilonis’ practice focuses on capital markets transactions and public company governance.
Jon regularly advises clients on securities laws, SEC reporting, stock exchange rules, corporate governance, shareholder proposals and proxy season matters, shareholder engagement, board composition and independence, ESG and sustainability, and M&A matters. He has worked with issuers, underwriters, and investors on numerous public and private securities offerings, including initial public offerings, unregistered offerings, block trades, PIPEs, and Rule 144 sales. Jon also advises extensively on beneficial ownership and similar reporting obligations under Sections 13 and 16 of the Exchange Act.
Jon initially joined the firm in 2018 and returned in 2020 following a clerkship.
Notable Experience
Notable Experience
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Medtronic and its diabetes business, MiniMed, in connection with MiniMed’s $560 million initial public offering and separation from Medtronic—the second largest medtech IPO in history at the time of offering.
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Somnigroup International with respect to securities law matters in its $5 billion acquisition of Mattress Firm Group, and its pending $2.5 billion acquisition of Leggett & Platt.
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Cushman & Wakefield PLC on the redomiciliation of its NYSE-listed parent company from the UK to Bermuda.
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Blackstone as selling shareholder in the repurchase by Hamilton Insurance Group, Ltd. of the entirety of Blackstone’s minority stake in Hamilton.
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The underwriters in SharkNinja’s $313 million SEC-registered secondary follow-on offering.
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Viking Global in its PIPE investment in InhibRx.
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Section 13 and 16 advice:
- Amundi S.A. with respect to beneficial ownership considerations in its agreement to transfer U.S.-based asset manager Amundi US to Victory Capital Holdings Inc. in exchange for a 26.1% economic stake in the combined company.
- 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.
- ENI with respect to U.S. securities law matters in its $70 million minority equity investment in Nouveau Monde Graphite.
- Canyon Partners, one of First Foundation Inc.’s largest stockholders, in the all-stock merger of FirstSun Capital Bancorp (FSUN) and First Foundation (FFWM).
Selected Activities
triggerBook Annotations Editor, Journal of International Law and Politics, New York University School of Law
Publications
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SEC Proposes E-Delivery as the Default for Proxy Materials and Other Disclosures
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New SEC Staff Guidance on “Passive Investor” Status for Schedule 13G
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Meeting Fiduciary Duties When Speaking Up: A 21st Century Roadmap
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Corporate Transition Plans in the UK, the EU, and the U.S. - Regulation and Practice
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13F Filers Have Another Reporting Obligation Coming Their Way
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The SEC Climate Disclosure Proposal – Top Ten Issues for Comment
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Climate Change Disclosures – Three Deep Dives Into the SEC Proposal
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The Materiality Debate and ESG Disclosure: Investors May Have the Last Word