Cynthia serves as the Practice Group Leader of the firm’s Corporate practice.  Cynthia has been involved in numerous public and private securities offerings and has advised clients in connection with a variety of corporate transactions, including mergers and acquisitions, proxy contests, exchange and rights offerings, going private transactions and reorganizations.

Cynthia currently counsels public companies in a broad range of corporate and securities matters, such as the Sarbanes-Oxley Act of 2002, corporate governance, disclosure, executive compensation and shareholder matters.  She also advises companies on the structure and formation of various entities and the establishment and operation of private and public venture equity, including business development companies (BDCs), special purpose acquisition companies (SPACs) and structured trust acquisition companies (STACs).

Significant matters handled during the past three years include:

• Represented Allied Capital Corporation in the $415 million sale of Advantage Sales & Marketing;
• Represented Compass Diversified Trust in the $202.5 million initial public offering featuring a unique vehicle for public funding of private equity;
• Served as underwriter’s counsel for UBS in the $1 billion offering for Apollo Capital Corporation, a newly formed business development company;
• Acted as outside general counsel to Allied Capital Corporation, including serving as its securities counsel, and developed a shelf registration statement that has been used to raise over $1 billion in equity over the past several years;
• Served as counsel for 15 publicly traded companies on a day-to-day basis, including developing and implementing business transactions;
• Served as special counsel to MCG Capital Corporation in their initial public offering of $230 million;
• Served as counsel in several “going private” transactions, including the acquisition of Hillman Companies, Inc. and Business Loan Express;
• Served as counsel on proxy contest between Brantley Capital Corporation and Philip Goldstein; and
• Served as counsel in “roll up” transaction of national food brokerage business.

Cynthia is co-teaching a corporate governance course in the graduate program at Georgetown University Law School.  She is currently an Adjunct Professor at George Washington University teaching a course in takeovers and tender offers.  In the fall of 2006, she conducted a symposium on corporate governance for a Chinese delegation associated with the International Law Institute in cooperation with Georgetown University.  Cynthia also serves on the Advisory Board for TheCorporateCounsel.net.
 
Cynthia speaks extensively on securities and governance topics.  She has been active in developing corporate governance frameworks for public and private companies.  She has delivered presentations on securities laws and corporate governance issues and co-authored a variety of articles.  Other programs have included a Corporate Secretaries and Governance Professionals (formerly the American Society of Corporate Secretaries) presentation on document retention.  Cynthia also recently completed a three-part series of Webinars focused on taking private equity public through the use of various business structures, including BDCs, SPACs and STACs.

On June 6, 2006, Cynthia appeared as a guest on The Kojo Nnamdi Show (WAMU, American University Radio) to discuss “CEO Salaries: Overpaid or Worth It?” – a high-level discussion on executive compensation.
 
Cynthia was a law clerk for Judge Robert J. Klees of the Louisiana Court of Appeals, Fourth Circuit.