Proxy-related Developments & Annual Reporting Prep

Jen Carlson’s corporate and securities practice focuses on capital markets transactions, public company disclosure, and corporate governance matters.

Jen’s robust transactional practice is equally balanced between representing companies and underwriters in a variety of capital markets and finance transactions, including debt and equity offerings, liability management transactions, and corporate venture capital investments. In debt capital markets transactions, Jen specializes in investment grade note issuances, representing clients in both SEC-registered and Rule 144A/Regulation S offerings, including periodic shelf takedowns and MTN note programs. Clients also seek Jen’s experience in structuring liability management transactions such as complex exchange offers, tender offers, and consent solicitations. Jen is equally adept at advising clients in equity capital markets transactions, from private company financings to initial public offerings and beyond, with expertise in common stock, preferred stock, and hybrid securities issuances. Jen also represents institutional clients in the corporate venture capital area, where she advises on equity and convertible debt investments and strategic commercial relationships.

In addition to her transactional practice, Jen has extensive experience advising companies on SEC disclosures, stock exchange compliance, fiduciary duties, and corporate governance matters. Jen regularly counsels both domestic companies and foreign private issuers on SEC reporting requirements, including ongoing rulemaking related to climate change, cybersecurity, human capital, and insider trading, and is proficient in SEC rules on beneficial ownership reporting requirements. She advises clients on governance policies and practices, fiduciary duties, and other board and shareholder matters. Jen’s extensive knowledge of SEC regulations and state corporate law, combined with years of experience advising clients in times of opportunity and crises, make her a trusted advisor to executive officers and boards of directors.

The 2022 IFLR1000 guide lists Jen as “highly regarded” in the United States for Capital Markets: Debt and Capital Markets: Equity. The Legal 500 US 2023 recommends Jen in its corporate governance category and the guide has also recommended Jen in each of its capital markets categories: equity offerings, debt offerings, global offerings, and high yield debt offerings.

Prior to establishing Mayer Brown’s Salt Lake City office in 2022, Jen successfully launched and expanded the firm’s Corporate & Securities practice in Northern California and practiced in Mayer Brown’s Chicago office.

Laura Richman’s wide-ranging corporate and securities practice has a strong focus on corporate governance issues and public disclosure obligations. Laura’s practice includes Securities and Exchange Commission reports, such as proxy statements and annual, quarterly and current reports. She advises on executive compensation disclosure, insider trading regulation and Dodd-Frank and Sarbanes-Oxley compliance. Laura regularly counsels clients on ongoing SEC rulemaking impacting public companies, including with respect to climate change, cybersecurity, human capital management and board diversity. Laura represents listed company clients with respect to stock exchange compliance matters. She advises clients on governance policies and other board and shareholder matters. In addition, her practice includes representing clients on transactions such as securities offerings and mergers and acquisitions, as well as providing general securities, corporate, limited liability company and contract advice. Laura has practiced with Mayer Brown since 1981.

With regard to securities transactions, Laura represents issuers and underwriters in public and private offerings of debt and equity securities (both initial public offerings and offerings of seasoned, public companies), including guidance on federal and state securities law compliance. She also advises issuers in connection with the securities law aspects of employee benefit plans and dividend reinvestment plans.

Other transactional matters in which Laura represents corporate clients include acquisitions and dispositions of assets or stock, restructurings (such as holding company formation) and going-private transactions. She also advises investors in leveraged buyout transactions, and represents financial institutions that take equity positions in companies. Laura advises clients on shareholder rights plans and anti-takeover protection provisions.

In addition to her governance and transactional practice, Laura counsels clients on day-to-day corporate questions. She drafts and reviews contracts and other corporate documentation, prepares terms and conditions of sale, provides guidance on limited liability company and other limited liability entity issues, and assists clients with various regulatory issues.

Amanda has 10 years of experience building ESG strategies, conducting risk assessments, developing sustainable supply chain programs and leading stakeholder engagement. Her career has been focused on helping companies to address issues involving human rights, the environment, and building responsible supply chains.

Amanda has been an ESG consultant for Fortune 500 clients in industries including FMCG, Apparel, Entertainment, Logistics and Utilities. She has also worked as a strategy consultant for a public policy firm focused on sustainability and economic development projects for the government of New Zealand, and has private sector supply chain experience in the food and beverage industry.
Amanda holds an MBA and a MSc in Economic Development from the University of Oxford and a BSc in Economics from Santa Clara University.