Earlier in my career, I held positions at the SEC including Corp Fin operations and the Office of Tender Offers. This experience affords me a unique understanding of compliance with SEC rules, corporate filings, tender offers, going-private transactions, merger proxy statements and public offering filings.
In my securities practice, I represent issuers and underwriters in primary and secondary public offerings of debt and equity securities. I also help clients ensure they are in compliance with federal securities laws and stock exchange rules, particularly relating to corporate governance and disclosure.
I represent clients on a range of M&A transactions involving mergers, tender offers, going private transactions and modified Dutch auction issuer tender offers. I help clients with due diligence, negotiating acquisition agreements and preparing public disclosures in connection with their M&A transactions.
I regularly write on interesting topics relating to securities and M&A regulations, such as the SEC’s pay ratio rules and interpretations on the use of non-GAAP measures. I also write on topics related to the regulation of financial institutions.
For public companies, one challenge going forward will be balancing the utilization of new technologies for communications with shareholders and the market with compliance with the federal securities laws.
District of Columbia
Eastern Kentucky University, B.B.A.
University of Dayton School of Law, J.D., magna cum laude
Mr. Spencer is a member of the Virginia State Bar Association, the District of Columbia Bar Association and the American Bar Association (Federal Regulation of Securities Committee, Law and Accounting Committee, Banking Law Committee and Corporate Governance Committee, Business Law Section).
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