IPOs, Private Placements and Crowdfunding: How the JOBS Act Spawned a Corporate Finance Revolution

Brian Korn is of counsel in the Corporate and Securities Practice Group of Pepper Hamilton LLP, resident in the New York and California offices. 

Mr. Korn represents issuers and underwriters in investment banking and capital markets transactions, including transactions involving equity, debt, hybrid/convertible and preferred securities, derivatives and foreign exchange. He has executed several IPOs and other equity value monetization transactions, such as spin-offs, split-offs and carve-out transactions. He also has extensive experience in sponsor leveraged buy-outs and bank/bond acquisition financing. He has executed and/or advised on transactions valued in the hundreds of billions of dollars. 

Mr. Korn has emerged as a leading voice on IPO execution, private placement reforms, crowdfunding and the JOBS Act generally. Mr. Korn has appeared on Fox Business Television, CCTV America, Bloomberg and National Public Radio. Mr. Korn has been published or quoted in 2013 in Forbes, CNBC, MSNBC, New York Law Journal, Law360, Philadelphia Inquirer, Pittsburgh Post-Gazette, The Financier Worldwide and Review of Securities & Commodities Regulation. Mr. Korn is also a frequent speaker, having recently appeared at conferences for PLI, Massachusetts CLE, the NYC Bar and national securities and crowdfunding conferences. 

Mr. Korn has particular experience executing transactions, including cross-border financings and joint listings, in the following industries: consumer/retail, financials/asset management, health care/pharmaceutical, industrial, metals/mining/steel, power, real estate/REITs and technology/Internet/e-commerce. He advises investment banks on equity execution issues, including roadshow and pricing mechanics, FINRA allocation and bookbuilding regulations, Regulation M restrictions, and aftermarket stabilization and syndicate short covering. He also advises corporate clients on SEC annual, quarterly and current reporting, and advises shareholders, corporate insiders and hedge funds on Sections 13 and 16 ownership filings, Rule 144 sales, 10b5-1 managed liquidation plans and 10b-18 corporate repurchases. 

Mr. Korn also has extensive experience dealing with securities and broker-dealer regulators, including the SEC, FINRA and the SROs, and has held leadership positions advocating and implementing financial reform measures, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the JOBS Act of 2012.

Noreen Weiss Adler is a corporate finance, capital markets and transactions partner at the New York boutique firm Barton LLP. She represents a diverse client base from start-ups and emerging companies to mid-cap multinationals in television and film, consumer products and retail, investment banks, banks, software and web design and Internet-based companies. She provides advice on a range of corporate, finance and transactional projects, from launching new US business units and divisions for her non-US clients, to steering complex domestic and cross border finance and capital market transactions involving privately placed debt, convertible debt and equity pursuant to Reg D and Reg S, and Rule 144 and Rule 144A resales, and collateral matters such as underwriting and subscription agreements, and voting and shareholder agreements. Her transactional experience includes cross border joint ventures and M&A, television programming development and global distribution and licensing. 

Noreen also provides governance, contracts advice and outside general counsel services to early stage and emerging companies as well as corporate finance advice in angel and venture capital funding rounds, and is working with website portals and issuers in the newly-developing accredited investor crowdfunding space. 

Noreen’s unique background includes practicing overseas in Europe and Asia, and in-house at a Fortune 100 company as counsel for international business development. Through this diverse experience she has developed a broad perspective that takes into account the needs of a company as a whole, and she renders advice that considers the big picture, not just the transaction at hand. She understands from the inside the business challenges that law department leaders face and brings a trained business-minded perspective to all her matters.

Kimberly M. Versace is Counsel at Richards Kibbe & Orbe LLP. Kimberly’s practice focuses on securities regulatory and compliance matters, with an emphasis on Investment Advisers Act compliance. She provides ongoing advice to hedge fund advisers and other financial institutions in connection with the development of comprehensive compliance programs to address regulatory obligations imposed by federal laws and regulations, and advises investment firms on compliance with disclosure requirements, insider trading rules, conflicts of interest and other legal and regulatory requirements.