Overview

Alec assists private and public companies with capital formation, corporate governance and compliance, and advises them on federal and state securities laws, rules and regulations. He counsels U.S. and international companies in a variety of matters, including:

  • Initial and secondary public offerings
  • Private equity and debt placements
  • Equity lines
  • Private investment in public equity (PIPE) transactions
  • At-the-market offerings

Alec is adept at guiding clients through the complexities of raising capital. His long experience working with regulators allows him to anticipate their concerns and work with them to avoid listing delays and keep a deal on course. He understands that timing is vital and is always conscious of the stakes involved for his clients.

When working on a deal, Alec often partners with other practice groups in the firm — including the Labor and Employment, Real Estate, Intellectual Property and Litigation Groups — to give clients the most insightful and effective counsel.

Throughout the process, Alec keeps clients fully involved and abreast of all critical information. He also frequently serves as a translator. And he always takes a personal stake in the success of the enterprise and the client, which fuels his unflinching work ethic.

Public Companies

Alec assists public companies with disclosure and compliance obligations under the Exchange Act, including counseling on preparation and filing of Form 10-K, 10-Q, 8-K and other reports, as well as proxy statement disclosures, shareholder proposals and annual meeting matters. He has experience as outside securities and corporate governance counsel to a number of exchange-listed companies, and he has represented investment banking clients as underwriters’ counsel in initial public offerings and follow-on public offerings of securities.

In addition, Alec counsels clients on:

  • Listing qualifications, continued listing and governance/ compliance listing requirements, and delisting matters for U.S. securities exchange-listed companies
  • Beneficial ownership reporting under Section 13 of the Exchange Act
  • Short-swing profits and beneficial ownership reporting under Section 16 of the Exchange Act
  • Insider trading under Rule 10b-5 and trading plans under Rule 10b5-1
  • Compliance matters relating to non-GAAP financial information and Regulations AC and FD, among others
  • “Going private” and “going dark” transactions
  • State “blue sky” law compliance
  • Financial restatements, internal investigations and crisis management
  • Disclosures under enforcement/regulatory inquiry, restatement and litigation circumstances

Corporate Compliance

Alec also advises clients on corporate governance and compliance issues arising from the Sarbanes-Oxley Act, Dodd-Frank Act, JOBS Act and related developments under the U.S. Securities and Exchange Commission rules and regulations. He is also experienced in FINRA/NASD broker-dealer compliance and reporting matters.

  • Experience

    • Advising management and board of directors of a public company on a variety of Nasdaq corporate governance and compliance issues, including delisting matters. This engagement requires a thorough grasp of subtle and complex corporate compliance and governance rules as well as an intimate understanding of the concerns and processes of regulators. Alec’s understanding of the regulator’s perspective, along with his awareness of what is at stake for his client, is allowing him to anticipate regulatory moves and nimbly assist his client.
    • Representing a PRC-based TRC (traditional Chinese medicine) manufacturer in a fast-paced (CMPO) public offering of securities. Alec often takes the lead on similar “overnight deals” that require careful attention and quick action, as these deals can be and often are concluded between the closing and opening bells.
    • Representing a U.S.-based life sciences/biologics issuer in a major corporate debt restructuring and contemporaneous private placement of securities.
    • Serving as outside securities counsel to a large US-based REIT public company in Exchange Act reporting and corporate governance.
    • Serving as underwriters’ counsel to several investment banking clients in initial public offerings and follow-on (CMPOs, registered direct, etc.) public offerings of securities.
    • Serving as outside securities counsel to several public companies, particularly in the midcap market, including companies listed on the Nasdaq and NYSE.
  • Credentials

    Education

    • Georgetown University Law Center, LL.M., Securities and Financial Regulation, 2001
    • Syracuse University College of Law, J.D., 1998
    • Syracuse University, M.A., Economics, 1998
    • North Carolina State University, B.A., Economics, 1995, magna cum laude

    Bar Admissions

    • District of Columbia
    • New York

            Professional Memberships

            • American Bar Association, Business Law Section
            • District of Columbia Bar Association
            • New York City Bar Association

            Languages Spoken & Fluency

            • Russian, Fluent
            • German, Proficient
          • Insights

            TITLE
            News Release

            Schiff Hardin Advises on Public Offerings in Pharma, Tech Sectors

            In the last 60 days, Schiff Hardin advised on the initial public offerings (IPO) for two companies and a public offering for another company, two in pharmaceuticals and one in the tech sector.

            News Release

            Schiff Hardin Advises The Benchmark Company as Underwriter in $12 Million IPO of ADSs

            Schiff Hardin advised The Benchmark Company as managing underwriter in Biofrontera AG’s initial public offering of 1.2 million American depositary shares (ADSs), raising $12 million, and the Nasdaq listing of Biofrontera’s ADSs.

            News Release

            PlacementTracker Recognizes Schiff Hardin in Q3 2016 U.S. PIPE Market Investor Counsel League Tables

            Schiff Hardin was the 12th most active investor counsel in Q3. The firm was also the 11th most active placement agent counsel.

            Trending Legal Issue

            SEC Proposes Clawback Rules

            On July 1, 2015, the Securities and Exchange Commission (SEC) issued a proposed rule that implements the clawback provisions of the Dodd-Frank Act.

            Other Publications

            • “SEC Approves Nasdaq Proposal for Alternative Minimum Bid Price Listing Requirement,” Securities Offerings and Regulation Alert (May 7, 2012)
            • “Saved by the Bell: The Financial Viability Exception under Nasdaq and NYSE Amex Rules,” Dow Jones Corporate Governance (Aug. 26, 2009)

            Speeches & Presentations

            • “Smaller Company/Firm Issues (SKA),” AICPA Conference on Current SEC and PCAOB Developments, Washington, D.C. (Dec. 5, 2012)