Overview

Sam’s practice focuses on the areas of securities law and corporate finance. Sam represents issuers and market participants in domestic and cross-border securities transactions, including public, private, offshore and secondary offerings and resale transactions. Sam has substantial experience advising issuers and other market participants regarding exempt cross-border securities offerings and resale transactions. He advises issuers and market participants with respect to trading issues and disclosure and securities compliance matters arising under the federal securities laws.

Sam is a former member of the SEC staff, where he served for three years in the Division of Corporation Finance. He was a member of the Chief Counsel’s Office of the Division of Corporation Finance, and later, as deputy chief of the Office of International Corporate Finance, served as co-draftsperson of the SEC’s Rule 144A and Regulation S rulemaking proposals.

Sam has co-authored over 20 books in a series entitled Emerging Trends in Securities Law. He is also co-author and co-editor of three multi-volume legal treatises on the law of securities regulation and international capital markets.

Sam served as chair of the International Securities Law Committee of the Corporation, Finance and Securities Law Section of the DC Bar from 2008–2010. He completed a four-year term as a member of the National Adjudicatory Council of FINRA.

Sam was awarded a doctoral degree from the University of Wisconsin School of Law for his work involving international securities regulation. He was a post-doctoral fellow (in absentia) at Yale University Graduate School and has studied at the London School of Economics.

Experience

Sam’s experience includes assisting with the following matters:

  • $3.0 billion dollar denominated notes issued by Eurasian issuer
  • $50 million senior secured debentures and warrant offshore offering by British Columbia company
  • £280 million securitization of UK residential mortgage loans (special US securities counsel)
  • £355 million securitization of UK non-conforming residential mortgage loans (special US securities counsel)
  • $1.5 billion guaranteed senior note 144A and offshore offering
  • €600 million dual tranche Euro-equity offering and listing on Euronext
  • €950 million senior note Euro-offering with cross-guarantee structure
  • $900 million accelerated stock repurchase plan for US public company (NYSE)
  • $600 million accelerated stock purchase plan for US public company (NYSE)
  • Advised foreign stock exchange regarding issues under SEC Regulation S
  • Represented European executive of public company (NYSE) in enforcement proceeding before SEC

Accolades

Honors & Recognitions

  • Selected as a Super Lawyer for Securities & Corporate Finance, The Washington Post Magazine, 2013-2014, 2019-2024

  • Listed in multiple editions of Legal Media Group’s “Guide to the World’s Leading Capital Markets Lawyers”–2003, 2005, 2007
  • Listed in Legal Media Group’s Expert Guide, “Best of the Best USA” 2012 and 2014
  • Listed in Legal Media Group for capital markets, Expert Guide: Banking, Finance and Transactional Law, 2013

Affiliations

Professional

  • Advisory Board Member, Securities Regulation Law Journal
  • Emeritus Member, Partner Advisory Board, Thomson Reuters, Business and Transactional Law Solutions

Insights

Publications

  • March 2019
    Publication
    Author
    “Securities Litigation Update,” 41 Sec. & Fed. Corp. L. Rep. No. 3
  • October 2018
    Publication
    Author
    Cryptocurrency, Initial Coin Offerings and Security Token Offerings, 40 Sec. & Fed. Corp. L. Rep. No. 10
  • September 2018
    Publication
    Author
    Guarantors, Guarantees and the Commission’s Proposal to Relax Rules 3-10 and 3-16, Thomson Reuters
  • November 23, 2016
    Publication
  • February 2016
    Publication
    Cross-Border Application of Securities Fraud Provisions, Sec. & Fed. Corp. L. Rept.
  • January 2016 and November 2015
    Publication
    Co-author
    Cybersecurity and the SEC, Sec. & Fed. Corp. L. Rep.
  • 2015-2016 and multiple editions
    Publication
    Co-author
    Going Public Handbook
  • 2016 and multiple editions
    Publication
    Co-author
    Securities Law Handbook
  • 2016
    Publication
    Co-author
    International Capital Markets and Securities Regulation (multivolume treatise)
  • 2016
    Publication
    Co-author
    Securities and Federal Corporate Law (multivolume treatise)
  • 2016 and multiple editions
    Publication
    Co-author
    Sarbanes-Oxley Act in Perspective
  • 2016
    Publication
    Co-author
    Going Public and the Public Corporation (multivolume treatise)
  • 2016
    Publication
    Co-author
    Emerging Trends in Securities Law (23 books in an annual series)
  • March, April and May 2015
    Publication
    Regulation A+: A New Financing Option for Domestic and Canadian Non-Reporting Issuers, Sec. & Fed. Corp. L. Rep.
  • June 2014
    Publication
    The Supreme Court, The Fraud-on-the-Market Theory, and Class Certification, Sec. & Fed. Corp. L Rep.
  • Spring 2001
    Publication
    Implementation of International Disclosure Standards, 22 U. of Penn. J. of Int’l Econ. L. 91 (Spg. 2001
  • Winter 1991-1992
    Publication
    Offshore Distributions Under the Securities Act of 1933: An Analysis of Regulation S, Law & Pol. In Int’l Bus. 10

Blog Posts

News

Education

SJD, University of Wisconsin Law School, 1995

LLM, Georgetown University Law Center, 1983

JD, Georgetown University Law Center, 1982

AB, Brown University, magna cum laude, 1979

Admissions

District of Columbia

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