REPRESENTATIVE EXPERIENCE
Cynthia’s recent representative experience includes:
- Advising on Spectrum's merger with Russell Hobbs Inc. and related creation of a publicly-traded holding company (total transaction valued at $3.1 billion).
- Advising Allied Capital Corporation in an over $850 million merger with Ares Capital Corporation.
- Representing Allied Capital Corporation in the $415 million sale of Advantage Sales & Marketing.
- Representing Compass Diversified Trust in the $202.5 million initial public offering featuring a unique vehicle for public funding of private equity.
- Serving as underwriter’s counsel for UBS in the $1 billion offering for Apollo Capital Corporation, a newly formed business development company.
- Acting as outside general counsel to Allied Capital Corporation, including serving as its securities counsel and developing a shelf registration statement that has been used to raise more than $1 billion in equity during the past several years.
- Serving as counsel for 15 publicly traded companies on a day-to-day basis, including developing and implementing business transactions.
- Serving as special counsel to MCG Capital Corporation in its initial public offering of $230 million.
- Serving as counsel in several “going private” transactions, including the acquisition of Hillman Companies Inc. and Business Loan Express.
- Serving as counsel on proxy contest between Brantley Capital Corporation and Philip Goldstein.
- Serving as counsel in “roll up” transaction of a national food brokerage business.
PROFESSIONAL HONORS AND AWARDS
- Recognized by Washington, DC nonprofit Bread for the City as “Community Leader of the Year” (2011)
- Recognized by Chambers USA: Guide to Leading Business Lawyers in the areas of corporate mergers and acquisitions and private equity (2010, 2011)
- Recognized by The Legal 500 United States in the area of corporate mergers and acquisitions (2010) and mergers and acquisitions: middle-market (2011)
PROFESSIONAL AND COMMUNITY INVOLVEMENT
- Member, Advisory Board, TheCorporateCounsel.net
- Former Instructor, Georgetown University Law School
- Former Adjunct Professor, George Washington University
RECENT PUBLICATIONS
- Author, Corporate Secretary's Answer Book (2011, updated annually since 2004)
- Co-founder and editor, www.publiclytradedprivateequity.com
- Co-author, “Board Diversity: Who Has a Seat at the Table?” The Corporate Governance Advisor (March 2012)
- Co-author, “Crisis Management Preparedness,” Partnering Perspectives (December 1, 2011)
- Author, “Investors Drawn to Specialty Lenders,” Investment Dealer’s Digest (April 1, 2011)
- Co-author, “Blowing the Whistle: New SEC Rules Set the Stage for Increased Reporting of Potential Securities Law Violations,” Practical Compliance & Risk Management for the Securities Industry (September 21, 2011)
- Co-author, “Investment Adviser Regulatory Scheme as Mandated by the Dodd-Frank Act,” TerraLex Connections (August 1, 2011)
- Co-author, “U.S. Structured Credit Roundtable: Business Development Companies Find Common Ground with Middle-Market CLOs,” Standard & Poor’s (December 22, 2010)
- Co-author, “More Say On Pay: What Will It Mean,” ACC Docket, Association of Corporate Counsel Copyright © 2010 (October 2010)
- Co-author, “SOX Certifications:10 Tips for Good Housekeeping,” Partnering Perspectives (Winter/Spring 2010)
- Author, “Say-on-Pay: It’s Coming, Are You Ready,” Partnering Perspectives (Fall 2009)
- Author, “Extra Credit,” The Deal (October 19, 2009)
- Comment, “Say on Pay Advances to Senate,” ACA Insight (August 10, 2009)
- Co-author, “Beating the Market by Staying Out,” The Investment Lawyer (April 2009)
- Author, Publicly Traded Private Equity Review (April 2009)
- Author, “The Risk-Adjusted Board: How Should the Board Manage Risk,” The Corporate Governance Advisor (March/April 2009)
- Co-author, "Who Gets a Say on Pay?" The Corporate Governance Advisor (2008)
- Author, Publicly Traded Private Equity Review (November 2008)
- Author, Publicly Traded Private Equity Review (June 2008)
- Author, “Protecting Against Director Misconduct: A Risk Management Approach,” National Association of Corporate Directors (January 19, 2007)
- Author, Dealmakers Forecast 2007 (January 2007)
- Author, “Alternative Public Offerings Roundtable,” Financier Worldwide Magazine (November 2006)
- Author, “Rules of the Road: Where Corporate Governance May Take You,” Business to Business Magazine (January 2006)
- Author, "Clearing the Hurdles: How to Prepare for the New Corporate Governance Environment," chapter in the series titled Inside the Minds: Winning Legal Strategies for Corporate Governance, Aspatore Books (2006)
- Co-author, "To Market, to Market," Legal Times (November 2005)
- Comment, "Money for Nothing," International Financing Review (September 2005)
- Co-author, “Corporate Governance Best Practices for Insurance Companies: The Current Perspective” (May 2005)
- Co-author, “Corporate Governance Best Practices for Insurance Companies: The Current Perspective Presentation” (May 2005)
- Co-author, "Shredding New Light on Business Development Companies," The Investment Lawyer (October 2004)
- Co-author, "Attorney Beware: Sarbanes-Oxley Act Pitfalls," PCAOB Reporter (August 18, 2003)
- Co-author, “Corporate Governance Policy (Annotated Discussion Draft)” (March 2003)
- Co-author, “Mergers and Acquisitions,” Capstone Publishing (2002)
- Author, “Ten Tips When Faced With A Sell The Company Shareholder Proposal,” Appendix A-15, Shareholder Proposal Handbook (November 2001)
- Co-author, “The Business Development Company Solution,” The Review of Securities & Commodities Regulation (February 28, 2001)
- Author, “Regulatory Challenges for New Age Incubators,” wallstreetlawyer.com, Vol. 4, No. 3 (August 2000)
RECENT SPEAKING ENGAGEMENTS
- Speaker, "The JOBS Act: A Brave New World for BDC IPOs?" Sutherland Quick Call (May 23, 2012)
- Speaker, “Business Development Companies,” The Advisor & Broker-Dealer’s Forum on Retail Alternative Investments (May 17-18, 2012)
- Speaker, “Best Practices for Launching and Managing a BDC,” Capital Roundtable (May 3, 2012)
- Speaker, Investment Program Association Spring Conference (April 17, 2012)
- Speaker, “The Case for BDC Program Investments” and “Advanced BDCs: Structure, Regulations and Due Diligence,” REISA Spring Symposium (March 11-12, 2012)
- Speaker, 16th Annual Corporate Counsel Institute (March 8, 2012)
- Speaker, “Non-traded BDCs – An Alternative Capital Raising Model,” Sutherland Quick Call (February 16, 2012)
- Speaker, Hot Topics and Trends in Business Development Companies Conference (January 25, 2012)
- Speaker, “Corporate Governance Rules," Sutherland Tax Series: Session II (December 6, 2011)
- Speaker, “BDC Compliance: Understanding the Regulatory Perspective,” Sutherland Quick Call (November 2, 2011)
- Speaker, “The Year in BDCs,” BDC Roundtable (September 12, 2011)
- Speaker, “The ABCs of BDCs,” Sutherland Webinar (July 27, 2011)
- Speaker, “Whistleblower Initiatives: Implementing the SEC’s Bounty Program,” Sutherland Quick Call (June 22, 2011)
- Speaker, “SPV/CLO Structures: Control and Consolidation Issues,” Sutherland Quick Call (June 2, 2011)
- Speaker, “How Did We Get Here? Executive Compensation One Year After Dodd-Frank,” ACC Legal Quick Hit (May 25, 2011)
- Speaker, “Financial Regulatory Reform: What Non-Financial Companies Need to Know About Implementation and Impact,” Corporate Counsel Institute: Change Comes to Washington and What It Means for In-House Counsel (March 10–11, 2011)
- Speaker, “Recent Accounting and Regulatory Developments on Advisory Fees and Financing Transactions,” BDC Quick Call (March 3, 2011)
- Speaker, “Affiliate Transactions,” BDC Quick Call (December 9, 2010)
- Speaker, "Say on Pay," ACC Annual Meeting (October 2010)
- Speaker, “Industry Update: The Year in BDCs,” BDC Roundtable (September 14, 2010)
- Speaker, "Maintaining Balance: What’s New for Directors," WMACCA CLE Seminar (June 2010)
- Speaker, “Business Development Companies: An Alternative Capital Source,” Strafford Teleconferences (September 21, 2009)
- Speaker, “Emerging Trends for BDCs in Today’s Economic Environment,” BDC Roundtable (September 16, 2009)
- Chair and Speaker, Counsel to Counsel Forum: Up, Down & Sideways: A Closer Look at Practically Managing Inside/Outside Counsel Relationships (April 1–2, 2009)
- Speaker, Wolters Kluwer CT—Securities CLE Conference (May 29, 2008)
- Speaker, Essentials Seminar: “The Basics of Corporate Governance and Beyond” (January 31, 2008)
- Speaker, 49th NASBIC Annual Meeting (October 28–30, 2007)
- Speaker, BDC Roundtable (September 4–5, 2007)
- Speaker, “A Regulatory Update: Proposed Rule Explanations and Expectations,” ADP Client Conference (October 25, 2006)
- Speaker, SPACs: How to Use a Special-Purpose Acquisition Company (September 19, 2006)
- Speaker, PIPEs Summit 2006 (July 18–20, 2006)
- Seminar instructor, International Law Institute (July 19-20, 2005)
- Presenter, The Basics of M&A - Diligence, Structure and Beyond, M&A Boot Camp (June 13, 2005)
- Speaker, “Corporate Governance Best Practices for Insurance Companies: The Current Perspective,” ALIC 2005 Annual Meeting (May 2005)
- Speaker, SEC “Hot Topics” Institute Spring 2005 (May 19, 2005)
- Speaker, “Executive Compensation: How Much is Too Much and Who Decides?” American Bar Association Annual Spring Meeting (April 4, 2005)
- Presenter, Counseling Compensation Committees in a Post Sarbanes-Oxley World, 2005 Annual Spring Meeting of the ABA Section of Public Utility, Communications and Transportation Law (April 2005)
- Presenter, Presentation to Merrill Lynch & Co., Inc. Regarding Capital Market Transactions Involving Real Estate Investment Trusts (January 11, 2005)
- Speaker, “Governance, Regulatory, and Compliance Issues of BDCs,” A Strategic Guide to Business Development Companies: The Late Re-Emergence of BDCs (November 8, 2004)
- Speaker, Society of Corporate Securities & Governance Professionals Conference (May 2003)