Jennifer J. Card

Associate

Chicago

(312) 569-1104 phone
(312) 569-3104 fax

Jennifer J. Card is an associate in the Corporate & Securities Practice Group.  She focuses her practice on a variety of corporate and securities matters, including merger and acquisition transactions, securities offerings and compliance with disclosure obligations.  She also assists the Education Team of the Government & Regulatory Affairs Practice Group with education regulatory counseling on securities and transactional matters. 

Securities. Jennifer counsels public reporting companies, including a pharmaceutical company, a manufacturing company, a technology company, and various education companies on ongoing compliance and disclosure obligations under the federal securities laws.  She reviews various periodic securities filings, including annual and quarterly reports and proxy statements, and drafts disclosure included in securities filings such as current reports, proxy statements, and registration statements.   Additionally, she tracks the proposal and implementation of various SEC rulemaking initiatives, such as the Dodd-Frank Act, and counsels companies on the evolving disclosure obligations under those initiatives. 

Mergers and Acquisitions. Jennifer provides support, often as lead associate, for acquisition and divestiture transactions for public and private companies, including asset, stock and merger deals.  She has undertaken responsibility for conducting and supervising due diligence reviews, preparation of disclosure documents and drafting of transactional and closing documents.  These transactions span a broad range of industries, including the pharmaceutical, manufacturing and education industries.  Jennifer also has experience in structuring and negotiating a multi-party strategic joint venture and in coordinating a complex internal restructuring. 

Corporate Governance and Board Counseling. Jennifer advises public and private companies with respect to best practices in corporate governance matters.  She also has served as independent counsel for a special committee investigation.  

Education. Jennifer assists the Education Team of the firm’s Government & Regulatory Affairs Practice Group in all aspects of transactions involving educational institutions.  She has experience managing regulatory aspects of transactions for higher education institutions, education companies, lenders and private investors.  Jennifer has assisted on acquisitions, divestitures and securities offerings, as well as due diligence reviews on educational compliance issues at the federal, state and accreditor levels.  She also follows the proposal and implementation of U.S. Department of Education rulemaking initiatives affecting post-secondary educational institutions.

In General. Jennifer earned her J.D., magna cum laude, from the University of Illinois College of Law and her B.A., with dual majors in English and Political Science, from the University of Illinois at Urbana-Champaign.  As a law student, Jennifer was awarded a Rickert Award, considered the most prestigious award bestowed by the College of Law, for Excellence in Legal Writing.  She was a member of the Illinois Business Law Journal and participant in the Philip C. Jessup International Law Moot Court Competition.  As an undergraduate, Jennifer played for the Illinois Women's Lacrosse Club.     

Representative Matters

Mergers and Acquisitions

  • Represented a publicly-traded retail drugstore chain in the acquisition of a specialty pharmacy business and in the simultaneous acquisition of a home infusion business in exchange for the divestiture of a long-term care business;
  • Represented a global media and technology company in a multiparty strategic joint venture; and
  • Coordinated an internal corporate restructuring of the U.S. mining and ground support division of a global manufacturing company.

Education Regulatory

  • Represented a publicly-traded education company with respect to regulatory matters in the acquisition of an executive MBA program and various certificate programs;
  • Represented a private equity firm with respect to regulatory matters in various acquisitions of healthcare, medical technology and nursing educational institutions;
  • Represented a private equity firm with respect to regulatory matters in the acquisition of an aviation maintenance career school;
  • Represented a private equity firm with respect to regulatory matters in the acquisition of a majority stake in a digital media arts college;
  • Represented a lender with respect to regulatory matters in the re-financings of companies in the education industry; and
  • Represented a portfolio of education companies in the extension of a credit facility.

Securities and Corporate Governance

  • Various representations of public companies in the pharmaceutical, healthcare, postsecondary education, manufacturing, semiconductor and other industries in ongoing SEC compliance and reporting obligations under the 1934 Act;
  • Represented a multinational diversified manufacturing company in its Rule 144A offerings of $1 billion and 1.5 billion of notes;
  • Represented a retail drugstore chain in its public offering of $1 billion of notes; and
  • Represented a special committee of the board of directors of a business outsourcing services provider in an internal investigation.

Publications

03/28/2014
Securities Update - March 2014
10/06/2011
Securities Update
New Eligibility Requirements for Primary Offerings of Non-Convertible Investment Grade Securities Registered on Forms S-3 and F-3 Go into Effect
2/10/2011
Securities Alert
SEC Adopts Say-on-Pay and Say-on-Golden Parachute Rules
12/23/2010
FASB Provides Update on Proposed Changes to Loss Contingency Standard
11/1/2010
Securities Alert
SEC Rule Proposal Answers Many Say-on-Pay and Say-on-Golden Parachute Questions
10/7/2010
Corporate & Securities Alert
SEC Stays Rules Facilitating Shareholder Nomination of Directors
09/21/2010
Corporate & Securities Alert
Know Your 3% Shareholders: SEC Adopts Final Rules to Facilitate Shareholder Nomination of Directors
3/24/2010
Securities Update
8/11/2009
Financial Services Update
Ten Things to Know About TALF
8/1/2009
Directors & Boards, Boardroom Briefing: Mergers & Acquisitions 2009
Transactions with Distressed Companies
6/30/2009
Securities Update
6/24/2009
Securities Alert
Who’s Nominating Your Directors?

Mergers and Acquisitions

  • Represented a publicly-traded retail drugstore chain in the acquisition of a specialty pharmacy business and in the simultaneous acquisition of a home infusion business in exchange for the divestiture of a long-term care business;
  • Represented a global media and technology company in a multiparty strategic joint venture; and
  • Coordinated an internal corporate restructuring of the U.S. mining and ground support division of a global manufacturing company.

Education Regulatory

  • Represented a publicly-traded education company with respect to regulatory matters in the acquisition of an executive MBA program and various certificate programs;
  • Represented a private equity firm with respect to regulatory matters in various acquisitions of healthcare, medical technology and nursing educational institutions;
  • Represented a private equity firm with respect to regulatory matters in the acquisition of an aviation maintenance career school;
  • Represented a private equity firm with respect to regulatory matters in the acquisition of a majority stake in a digital media arts college;
  • Represented a lender with respect to regulatory matters in the re-financings of companies in the education industry; and
  • Represented a portfolio of education companies in the extension of a credit facility.

Securities and Corporate Governance

  • Various representations of public companies in the pharmaceutical, healthcare, postsecondary education, manufacturing, semiconductor and other industries in ongoing SEC compliance and reporting obligations under the 1934 Act;
  • Represented a multinational diversified manufacturing company in its Rule 144A offerings of $1 billion and 1.5 billion of notes;
  • Represented a retail drugstore chain in its public offering of $1 billion of notes; and
  • Represented a special committee of the board of directors of a business outsourcing services provider in an internal investigation.