Elizabeth A. Diffley

Capital Markets, Securities and Governance

Beth advises companies, boards and their committees on corporate governance, state corporate law and related matters. She assists public company clients with U.S. Securities and Exchange Commission (SEC) reporting requirements, proxy disclosures, director independence and board composition matters, board and committee charters and governance guidelines, disclosure controls and procedures, listing standards and annual meetings. Beth advises boards and committees on complex governance issues, with a particular focus on Delaware and Pennsylvania law. She also keeps abreast of, and advises clients on, proxy advisory and institutional investor policies and environmental, social and governance (ESG) developments, helping clients navigate an ever-evolving landscape.

A skilled capital markets adviser, Beth counsels issuers, underwriters, investors and selling stockholders on registered equity offerings, including initial public offerings, debt offerings, tender offers, shelf registration statements and private placements of securities. She has advised clients on a broad range of financing transactions, including high-yield and convertible debt, Eurobonds, at-the-market programs and restructurings.

Before joining the firm, Beth practiced in the Paris office of a New York law firm, advising on cross-border securities offerings and compliance with U.S. securities laws and reporting obligations.

Representative Experience

• A number of issuers with respect to SEC reporting compliance obligations on an ongoing basis, including drafting and reviewing periodic reports and proxy statements, and advising on corporate governance and other strategic matters
• Several companies on ESG disclosure practices on an ongoing basis, including drafting and reviewing reports, advising on internal controls, and providing education on regulatory and other developments
• An insurance company in numerous registered offerings, including common stock, convertible debt, straight debt and tender offers to repurchase outstanding debt
• A SaaS company in a convertible debt offering and debt management repurchase of outstanding notes
• A global manufacturer of a diversified range of industrial products in SEC registered offerings of €1.5 billion of NYSE-listed Eurobond
• A clinical-stage biotechnology company in several registered underwritten offerings of common stock and warrants including an "at-the-market" facility, as well as private placements
• Selling stockholder in several registered secondary offerings of NYSE-listed common stock for aggregate net proceeds of nearly $180 million
• A medical device company focused on spine surgery in its initial public offering
• Several multinational financial services institutions as issuers in registered offerings of perpetual hybrid capital securities
• A special committee of the board of directors of a publicly traded MLP in connection with its conversion to a publicly traded corporation
• Several public companies in PIPE capital raisings and registered direct offerings
• Investors in various PIPE offerings, as well as ongoing ownership reporting obligations

Auditing Experience

Beth previously worked in audit services for PricewaterhouseCoopers, and she offers sound business judgment and valuable insight on matters related to accounting and financial reporting.

Personal Interests

Beth is committed to gender justice, inclusive economic development and civic and community engagement. She supports these efforts through leadership in local nonprofit organizations.