Marc Leaf

Marc A. Leaf is Regional Partner in Charge of the New York office of Drinker Biddle, and a trusted counselor and adviser to senior government officials, corporate leaders, and independent directors.

An experienced and practical dealmaker with a proven record of success, Marc helps issuers and investors in technology, media, telecom and other industries achieve their goals in capital raising transactions, business combinations, and joint ventures.

Prior to joining Drinker Biddle, Marc served on the Executive Staff of the U.S. Securities and Exchange Commission, where he was the senior legal and policy adviser to Commissioner Luis A. Aguilar for all rulemaking matters under the Division of Corporation Finance, as well as related enforcement actions and settlements recommended by the Division of Enforcement.

While at the SEC, Marc advised on a wide range of issues, including the Crowdfunding Rule, Regulation D, Regulation A+, and matters relating to the Public Company Accounting Oversight Board and the Financial Accounting Standards Board.

Experience :

• General Corporate Representation
  • Federal securities law matters, including compliance and disclosure.
  • Corporate governance, fiduciary duty, and Delaware corporate law issues.
  • Proxy statements for annual and special meetings, including stockholder proposals.
  • Nasdaq and New York Stock Exchange listing and maintenance requirements, including successful representation of a domestic issuer in a proceeding brought by Nasdaq to revoke the company’s listing.
  • Audit committee matters, including resolution of issues raised by auditors with respect to liquidity, contingencies and going-concern questions.
  • Executive compensation issues, including structuring and adoption of equity and other incentive plans, option re-pricing issues and say-on-pay.
• Corporate Finance and Securities Law Transactions
  • Global underwriting syndicates in numerous dollar and euro-denominated registered debt offerings.
  • Numerous U.S. and foreign private issuers in registered public offerings of equity and debt securities.
  • Wireless provider in CDN $350 million financing with Chinese manufacturer and China Ex-Im Bank.
  • Lenders and investors in $410 million in first-lien and second-lien secured credit facilities, as well as multiple rounds of equity investment, for privately-held satellite Internet provider.
  • Numerous private placements and registered exchange offers of high-yield debt, including convertible and exchangeable securities.
• Mergers, Acquisitions and other Strategic Transactions
  • Major cable provider and entertainment company in numerous acquisitions, including advanced advertising and technology innovators and an over-the-top streaming video provider.
  • Media services company in sale of content distribution unit to digital media services provider.
  • Media services company in sale of creative and media services divisions to entertainment services provider.
  • Major public media company in acquisition of 40% preferred equity stake in satellite radio company.
  • Entertainment and event technology company in a $630 million leveraged acquisition by private equity, founder, and management.
  • Numerous other acquisitions of technology, media and telecommunications assets with an aggregate value in excess of $2 billion.

Education :

• Duke University School of Law, J.D., cum laude
• Harvard University, A.B., cum laude

Bar Admissions : New York