Jennifer J. Card

Associate

Chicago

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

Jennifer J. Card is a senior associate in the Corporate & Securities Practice Group. She focuses her practice on securities transactions, compliance with securities laws and disclosure obligations, corporate governance, public company counseling, board and committee counseling, and merger and acquisition transactions. 

Securities. Jennifer counsels public reporting companies on ongoing compliance and disclosure obligations under the federal securities laws. These companies span of broad range of industries, including pharmaceutical, manufacturing, technology, and education. She reviews securities filings, including annual and quarterly reports, and drafts current reports, proxy statements and registration statements. She also has represented issuers in public and private offerings of equity, debt and convertible securities. Additionally, she tracks the proposal and implementation of various SEC rulemaking initiatives, such as under the Dodd-Frank Act, and counsels companies on the evolving disclosure obligations under those initiatives. 

Mergers and Acquisitions. Jennifer has represented both acquirers and sellers in acquisition and divestiture transactions involving public and private companies, including asset, stock and merger deals. She has undertaken responsibility for drafting and negotiating transaction documents, conducting and supervising due diligence reviews, and preparing disclosure schedules and closing documents. These transactions span a broad range of industries, including the pharmaceutical, manufacturing and education industries. Jennifer also has experience structuring and negotiating multi-party strategic joint ventures, drafting and negotiating transaction documents, and coordinating a complex restructuring transaction. 

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

In General. Jennifer earned her J.D., magna cum laude, from the University of Illinois College of Law and her B.A. from the University of Illinois at Urbana-Champaign with dual majors in English and Political Science.  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 competitively for the Illinois Women's Lacrosse Club.

Matters

General Corporate and Securities Law Matters:

  • Counseling on various securities law compliance and disclosure matters.
  • Corporate governance matters, including board and committee matters, shareholder proposals and shareholder engagement.
  • New York Stock Exchange (NYSE) and Nasdaq Stock Market listing requirements.
  • Takeover preparedness and defense matters, including drafting and implementation of “poison pills” or shareholder rights plans and charter/bylaw amendments.
  • Internal investigations.

Corporate Finance and Securities Law Transactions:

  • Rule 144A offerings of $1 billion and $1.5 billion of notes for a multinational diversified manufacturing company.
  • Public offering of $1 billion of notes for a retail drugstore chain.
  • Initial public offering of over $100 million of common stock by a SaaS company.

Mergers and Acquisitions:

  • 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.
  • An education company with respect to the acquisition of a physical therapy school.
  • A publicly-traded education company with respect to regulatory matters in the acquisition of an executive MBA program and various certificate programs.
  • A private equity firm with respect to regulatory matters in various acquisitions of healthcare, medical technology and nursing educational institutions.
  • A private equity firm with respect to regulatory matters in the acquisition of an aviation maintenance career school.
  • A private equity firm with respect to regulatory matters in the acquisition of a majority stake in a digital media arts college.

Other Strategic Transactions and Joint Ventures:

  • A global media and technology company in multi-party strategic joint ventures.
  • An internal restructuring of the U.S. divisions of a global manufacturing company.
  • Company and lender representations in education regulatory matters related to the re-financings, extensions of credit and conversion of debt to equity in education companies.

Publications

5/13/2014
Client Alert
SEC Staff Guidance: Companies Must File Conflict Minerals Disclosure With Modifications
4/22/2014
Client Alert
D.C. Circuit Court of Appeals Issues Ruling on Conflict Minerals
3/28/2014
Securities and Governance Update
ISS Releases QuickScore 2.0 Ratings
10/6/2011
Securities Update
Court Vacates Proxy Access Rule 14a-11; Rule 14a-8 Amendments Live On
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
9/21/2010
Corporate & Securities Alert
Know Your 3% Shareholders: SEC Adopts Final Rules to Facilitate Shareholder Nomination of Directors
3/24/2010
Securities Update
Proxy Disclosure Enhancement Rules Now Effective
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
SEC Proposes Proxy Rules to Facilitate Shareholder Access
6/24/2009
Securities Alert
Who’s Nominating Your Directors?

News

7/10/2013
Drinker Biddle Advises on $692 Million Enstar Acquisition

General Corporate and Securities Law Matters:

  • Counseling on various securities law compliance and disclosure matters.
  • Corporate governance matters, including board and committee matters, shareholder proposals and shareholder engagement.
  • New York Stock Exchange (NYSE) and Nasdaq Stock Market listing requirements.
  • Takeover preparedness and defense matters, including drafting and implementation of “poison pills” or shareholder rights plans and charter/bylaw amendments.
  • Internal investigations.

Corporate Finance and Securities Law Transactions:

  • Rule 144A offerings of $1 billion and $1.5 billion of notes for a multinational diversified manufacturing company.
  • Public offering of $1 billion of notes for a retail drugstore chain.
  • Initial public offering of over $100 million of common stock by a SaaS company.

Mergers and Acquisitions:

  • 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.
  • An education company with respect to the acquisition of a physical therapy school.
  • A publicly-traded education company with respect to regulatory matters in the acquisition of an executive MBA program and various certificate programs.
  • A private equity firm with respect to regulatory matters in various acquisitions of healthcare, medical technology and nursing educational institutions.
  • A private equity firm with respect to regulatory matters in the acquisition of an aviation maintenance career school.
  • A private equity firm with respect to regulatory matters in the acquisition of a majority stake in a digital media arts college.

Other Strategic Transactions and Joint Ventures:

  • A global media and technology company in multi-party strategic joint ventures.
  • An internal restructuring of the U.S. divisions of a global manufacturing company.
  • Company and lender representations in education regulatory matters related to the re-financings, extensions of credit and conversion of debt to equity in education companies.