Stephen E. Fox

/My focus

With a dedicated focus on securities and capital markets matters, I have experience representing both US domestic and international clients across industries including medical device, technology, manufacturing, energy, food and beverage, media and entertainment, and financial services.

Securities & capital markets

I advise public and private companies on the offering and sale of both registered and unregistered securities. My experience includes representing issuers in transactions involving common and preferred equity, as well as high-yield and investment-grade debt, with and without conversion features, and advising investors participating in those offerings. I have worked on a wide range of capital-raising transactions, including registered direct offerings, Regulation D private placements, IPOs, PIPE transactions, and Rule 144A offerings. I also regularly counsel issuers, placement agents, and broker-dealers in connection with reverse mergers and reverse takeover (RTO) transactions, with or without concurrent financings.

I additionally represent US and non-US registrants of all sizes in meeting their ongoing reporting and disclosure obligations under the Securities Exchange Act of 1934.

I also have extensive experience advising executive teams and boards of directors on corporate governance matters, including the development, implementation, and oversight of compliance programs.

Start-ups & emerging companies

I work with start-ups from formation through initial capitalization and advise emerging and growth-stage companies on a wide array of legal and business matters as they scale. I also provide practical, day-to-day legal guidance to help management teams navigate routine operational and strategic issues.

My practice includes supporting clients through early-, late-, and growth-stage financings, as well as representing angel investors and other stakeholders in these transactions.

Corporate transactions

I counsel buyers and sellers in a variety of transactions, including mergers, acquisitions, and asset and stock purchases and sales, as well as divestitures.

I also represent investors, developers, and operators in the formation of joint ventures and co-investment structures across real estate and other asset classes, spanning both single-asset and portfolio transactions. My work in this area frequently involves drafting and negotiating key commercial agreements, such as LLC operating agreements, partnership agreements, stockholders’ agreements, and employment arrangements, among other forms of commercial arrangements.

/Looking ahead

I am watching potential changes to the Securities and Exchange Commission’s definition of a Foreign Private Issuer, which could have significant consequences for companies that lose that status. Such changes could increase their regulatory burden and may require a transition from, or reconciliation of, IFRS to US GAAP. At the same time, regulators and market participants are considering ways to reduce reporting burdens for domestic issuers, including allowing half-yearly unaudited reports instead of quarterly reports. These developments could meaningfully reshape public company reporting requirements.