Sam’s practice focuses on the areas of securities law and corporate finance.

Sam represents issuers and market participants in domestic and cross-border securities transactions, including public, private, offshore and secondary offerings and resale transactions. Sam has substantial experience advising issuers and other market participants regarding exempt cross-border securities offerings and resale transactions. He advises issuers and market participants with respect to trading issues and disclosure and securities compliance matters arising under the federal securities laws.

Sam is a former member of the SEC staff, where he served for three years in the Division of Corporation Finance. He was a member of the Chief Counsel’s Office of the Division of Corporation Finance, and later, as deputy chief of the Office of International Corporate Finance, served as co-draftsperson of the SEC’s Rule 144A and Regulation S rulemaking proposals.

Sam has co-authored over 20 books in a series entitled Emerging Trends in Securities Law. He is also co-author and co-editor of three multi-volume legal treatises on the law of securities regulation and international capital markets.

Sam served as chair of the International Securities Law Committee of the Corporation, Finance and Securities Law Section of the DC Bar from 2008–2010. He completed a four-year term as a member of the National Adjudicatory Council of FINRA.

Sam was awarded a doctoral degree from the University of Wisconsin School of Law for his work involving international securities regulation. He was a post-doctoral fellow (in absentia) at Yale University Graduate School and has studied at the London School of Economics.

Relevant Experience

Sam’s experience includes assisting with the following matters:

  • $3.0 billion dollar denominated notes issued by Eurasian issuer
  • $50 million senior secured debentures and warrant offshore offering by British Columbia company
  • £280 million securitization of UK residential mortgage loans (special US securities counsel)
  • £355 million securitization of UK non-conforming residential mortgage loans (special US securities counsel)
  • $1.5 billion guaranteed senior note 144A and offshore offering
  • €600 million dual tranche Euro-equity offering and listing on Euronext
  • €950 million senior note Euro-offering with cross-guarantee structure
  • $900 million accelerated stock repurchase plan for US public company (NYSE)
  • $600 million accelerated stock purchase plan for US public company (NYSE)
  • Advised foreign stock exchange regarding issues under SEC Regulation S
  • Represented European executive of public company (NYSE) in enforcement proceeding before SEC

Memberships

  • Advisory Board Member, Securities Regulation Law Journal
  • Emeritus Member, Partner Advisory Board, Thomson Reuters, Business and Transactional Law Solutions

Awards & Recognition

  • Named a Washington DC Super Lawyer, Washington DC Super Lawyers magazine, 2013-2014
  • Listed in multiple editions of Legal Media Group’s “Guide to the World’s Leading Capital Markets Lawyers” – 2003, 2005, 2007
  • Listed in Legal Media Group’s Expert Guide, “Best of the Best USA” 2012 and 2014
  • Listed in Legal Media Group for capital markets, Expert Guide: Banking, Finance and Transactional Law, 2013

Insights

  • Publications

    • Co-author, Going Public and the Public Corporation (multivolume treatise) 2016
    • Co-author, Going Public Handbook, 2015-2016 and multiple editions
    • Co-author, International Capital Markets and Securities Regulation (multivolume treatise) 2016
    • Co-author, Sarbanes-Oxley Act in Perspective, 2016 and multiple editions
    • Co-author, Securities and Federal Corporate Law (multivolume treatise) 2016
    • Co-author, Securities Law Handbook, 2016 and multiple editions
    • Regulation A+: A New Financing Option for Domestic and Canadian Non-Reporting Issuers, Sec. & Fed. Corp. L. Rep. March, April and May 2015
    • The Supreme Court, The Fraud-on-the-Market Theory, and Class Certification, Sec. & Fed. Corp. L Rep. June 2014
    • Implementation of International Disclosure Standards, 22 U. of Penn. J. of Int’l Econ. L. 91 (Spg. 2001, Spring 2001
    • Offshore Distributions Under the Securities Act of 1933: An Analysis of Regulation S, Law & Pol. In Int’l Bus. 10, Winter 1991-1992