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

He represents issuers, sponsors, and investment banks in a variety of IPOs, public and private equity, debt, convertibles, and liability management transactions. Jeff also advises on securities regulatory and corporate governance matters, including board structure and practices. He 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.

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Notable Experience

Initial Public Offerings

  • Has advised in numerous IPOs, including those of Enact Holdings, OneConnect, ProSight Global, Pinterest, Tradeweb, Cushman & Wakefield, LINE, Santander Consumer USA, RigNet, Primerica, rue21, Lumber Liquidators, Sucampo Pharmaceuticals, J.Crew, Williams Scotsman International, and Travelers Property Casualty. Also acted as counsel in the dual-track IPO and sale process for Bausch & Lomb, Biomet, Leonardo DRS, OneMain, Petco, Triton Container, and United Guaranty.

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Innovative Transactions

  • Stripe in its $7 billion equity private placement, the largest ever U.S. private placement, and its related equity tender offer.

  • The underwriters in Corebridge’s $1.7 billion IPO, the largest IPO of 2022.

  • 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 200 debt offerings since December 2008 valued at more than $1 trillion. He 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 American International Group (AIG) to re-access the capital markets, including AIG’s “re-IPO” in May 2011 and the largest secondary equity offering in U.S. history in September 2012. The firm’s role in the re-IPO was distinguished as a standout for finance by the Financial Times’ U.S. Innovative Lawyers Report, and the secondary offering was named, “North America Equity Issuance of the Year,” by International Financing Review.

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Issuers’ Counsel

  • Represents numerous issuers on securities offering, disclosure, and corporate governance matters, including Broadcom, Citigroup, Compass Minerals, Cushman & Wakefield, Google/Alphabet, International Seaways, JELD-WEN, Ontario Teachers’ Pension Plan Board, Pinterest, Verizon, and Whirlpool.

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Underwriters’ Counsel

  • Designated underwriters counsel for numerous issuers, including AIG, AJ Gallagher, Asian Development Bank, Citigroup Global Markets, Corebridge, Edison International/Southern California Edison, Enterprise Rent-A-Car, Franklin Resources, General Electric, Hershey, and Zions Bancorporation.

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High-Yield

  • High-yield notes offerings for JELD-WEN, Cushman & Wakefield, and the underwriters for Gentworth Mortgage Insurance.

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Publications

“Second Circuit Affirms Syndicated Loans Are Not Securities, Avoiding Market Disruption,” (September 21, 2023)

“SEC Removes References to Credit Ratings from Regulation M,” (June 13, 2023) 

“Supreme Court Adopts Strict Section 11 Tracing Requirement in Slack’s Direct Listing,” (June 5, 2023)

“SEC Makes More Filings on EDGAR Mandatory,” (June 15, 2022)

“The Adjustable Interest Rate (LIBOR) Act: A Closer Look at How It Interacts with State Law and What It Means for Potential Litigation Risks,” (April 12, 2022)

“Shareholder Engagement Trends and Considerations,” (January 11, 2021)

“SEC Adopts Major Changes to MD&A and Related Requirements,” (December 7, 2020)

“SEC Harmonizes Regulation and Improves Access to Capital in Private Markets,” (November 16, 2020)

“SEC Internal Controls Case Demonstrates Agency’s Focus On MNPI Issues In The Stock Buyback Context,” (October 19, 2020)

“Guide 3 Requirements for Banking Registrants Codified,” (September 16, 2020)

“Direct Listings 2.0 – Primary Direct Listings,” (September 10, 2020)

“SEC Expands the Accredited Investor Definition,” (August 31, 2020)

“SEC Proposes a Significant Change in Reporting by Institutional Investors,” (July 16, 2020)

“COVID-19 in Q2 Reporting – What the SEC Is Looking For,” (July 1, 2020)

“Q2 Reporting: How Should a U.S. Public Company Quantify the Impact of COVID-19?,” (July 1, 2020)

“SDNY Decision Shows the PSLRA’s Protections Remain Strong for Chinese Issuers,” (June 30, 2020)

“Trends and Considerations for Secured Notes Offerings During COVID-19,” (June 23, 2020)

“SDNY Holds Syndicated Loans Are Not Securities, Rejecting Challenge That Threatened to Disrupt $2 Trillion Market During COVID-19 Crisis” (May 26, 2020)

“First Quarter Earnings and COVID-19: SEC Officials Ask for More” (April 10, 2020)

“SEC Proposal: Improving Access to Capital in Private Markets” (March 30, 2020)

“SEC Maintains the Status Quo on Climate Change Disclosures” (January 31, 2020)

“SEC Issues Guidance for Key Performance Metrics in MD&A” (January 31, 2020)

“SEC Proposes Major Changes to MD&A and Related Requirements” (January 31, 2020)

“Board Composition and Shareholder Proposal Highlights,” (January 10, 2020)

“Shareholder Engagement Trends and Considerations,” (January 10, 2020)

“SEC Proposes Amendments to the Definition of Accredited Investor” (December 23, 2019)

“SEC Announces Enforcement Cases on Public Company Internal Controls” (February 5, 2019)

“Quarterly Reporting – What’s Next?” (December 21, 2018)

“SEC Proposes to Modernize and Simplify Disclosure Requirements for Public Companies” (October 16, 2017)

“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

Co-chair of PLI’s Annual Directors’ Institute on Corporate Governance (2024, 2023, 2022, 2021, 2020, 2019, 2018, 2017, 2016, 2015, 2014, 2013, 2012)

Capital Markets Panel Moderator of PLI’s Annual Institute on Securities Regulation (2024, 2023, 2022, 2021, 2020, 2019, 2018)

Annual Securities Regulation Institute (2023, 2022, 2020, 2019, 2018)

August 04, 2016
The Conference Board’s Governance Watch: Investor Tactics and Other Highlights from the 2016 Proxy Season

June 14, 2012
The Conference Board’s Annual Directors’ Roundtable