Recognized as a leader in the fields of corporate governance and securities, Kathy is chair of the firm’s Corporate Governance Group, co-chair of the Capital Markets & Securities Group, and co-chair of the ESG Practice. She devotes her practice to advising boards of directors and executive management teams and handling complex securities transactions for businesses in a variety of industries, including life sciences, energy, technology, and fintech. Advising clients in deals that have reached the multibillion-dollar range, Kathy has broad experience in capital market transactions, including public offerings, stock-for-stock mergers, and private placements of equity and debt. With more than 20 years’ experience representing public and private companies, Kathy has served as outside corporate counsel and has advised on the full panoply of corporate and securities law aspects of a wide range of matters. Kathy also has as extensive experience in compliance matters and mergers and acquisitions, including ongoing business counseling.
Kathy’s securities experience centers on representing public companies in a range of transactions, including large public companies with complex securities matters such as multi-class recapitalizations. She represents public and private companies in initial public offerings, secondary offerings, and private capital financings, including 144A transactions. She counsels clients in securities law compliance, including reporting requirements under SEC rules and regulations as well as listing matters under the NYSE and NASDAQ regulations. Clients frequently hire Kathy to conduct trainings on many topics including securities matters such as insider trading and fair disclosure. She also works closely with attorneys in the firm’s Securities Litigation & SEC Enforcement Group on securities litigation matters, including both internal and external reviews and investigations.
In her corporate governance practice, Kathy guides boards of directors and management teams through the labyrinthine laws, rules, regulations, and practical realities that are brought to bear as they lead their organizations. She has extensive experience counseling clients on complying with federal governance laws as well and assisting clients with responding to stakeholder interests such as boardroom diversity and sustainability. She provides advice and counsel on myriad governance issues, including governance structure and culture, fiduciary duties, risk oversight, board and committee structure, board leadership, special committee investigations, conflicts of interest, executive transitions, board audits and succession planning and self-evaluation processes, shareholder activism and initiatives, relationships with shareholders and proxy advisory firms, and governance “best practices.” She also helps clients develop compliance programs with respect to legislative, regulatory, and listing rule requirements. Kathy routinely works with chief executive and financial officers and corporate secretaries and in-house counsel to attend and support board and committee meetings, either on specific topics or for general matters. Her clients also include non-profit corporations, which she advises with respect to all aspects of corporate governance matters. In addition, Kathy is hired to provide training programs for boards, management, and employees with respect to governance matters.
Kathy also counsels clients in complex mergers and acquisitions between private companies and public companies, and has advised buyers and sellers in mergers, asset purchase and sale transactions, and stock purchase and sale transactions. Kathy’s deep understanding of SEC reporting requirements brings added value to her advice and counsel on public company M&A transactions. She has significant experience with respect to internalizations as well.
Kathy counsels companies from startup to maturity, assisting her clients with all aspects of corporate law from boardroom matters to capital raising transactions. Kathy writes and lectures extensively in the areas of corporate governance, including stakeholder issues such as sustainability and diversity, fiduciary duty matters, securities law compliance, and entity formations and transformations.
A believer in the power of mindfulness as a tool to optimize one’s professional and personal capacity for excellence, Kathy has a particular interest in mindfulness in the practice of law as a way to support the needs of her clients. Kathy began a mindfulness program within the Philadelphia Bar Association’s Business Law Section and she has lectured extensively in this area.