Elizabeth A. Diffley

Partner

Philadelphia

(215) 988-2607 phone
(215) 988-2757 fax

Elizabeth A. Diffley is a partner in the Corporate & Securities Practice Group. Beth concentrates her practice on securities law compliance, mergers and acquisitions and corporate governance. She joined Drinker from the Paris office of a New York law firm, where her practice primarily involved cross-border securities offerings and compliance with U.S. securities laws and reporting obligations.

Beth represents public and private clients in a variety of corporate and securities matters, including public and private capital raising transactions, securities law and stock exchange reporting and compliance, mergers, acquisitions and divestitures, investments, corporate governance and investor relations, and general corporate matters. Beth has particular experience in accounting and financial reporting issues, and has also worked with non-profit organizations in areas such as formation, recognition of tax-exempt status and corporate counseling.

Beth serves on several firm committees including the Hiring Committee and the Women’s Committee.

In General. Beth earned her J.D., magna cum laude, from the University of Pennsylvania, where she was an articles editor of the University of Pennsylvania Law Review. She received her bachelor’s degree, summa cum laude, in economics from the Wharton School of the University of Pennsylvania. Beth is admitted to practice in Pennsylvania and New Jersey and fluent in French.

Prior to law school, Beth was an audit associate for PricewaterhouseCoopers LLP in New York. She is a certified public accountant in New York.

Beth is a member of the Society of Corporate Secretaries and Governance Professionals and the Alliance Française of Philadelphia. She serves as treasurer of the Board of Directors of Medical Students for Choice.

Representative Matters

Securities Matters and Transactions

  • Represents several issuers with respect to SEC reporting compliance obligations, including drafting and reviewing periodic reports and proxy statements, and advising on corporate governance and other strategic matters.
  • The Underwriters in a registered offering of investment grade debt.
  • A monoline insurance company in several follow-on registered offerings of common stock and debt.
  • A medical device company focused on spine surgery in its initial public offering.
  • A bank in its 144A medium term note program.
  • A monoline insurance company in registered and unregistered debt exchange offers.
  • A multinational financial services institution in several follow-on registered offerings of perpetual hybrid capital securities.
  • A multinational financial services institution in several follow-on registered offerings of perpetual bonds.

Mergers, Acquisitions and Divestitures

  • An investment company in the sale of substantially all of its assets to a strategic buyer.
  • A private equity fund in the sale of a portfolio company in a competitive auction process involving multiple bidders.
  • A private equity fund in connection with several investments in portfolio companies, including acquisition negotiation, debt financing, capital structuring and employee matters.
  • A major public technology company in the acquisition of privately held complementary business.
  • A publicly traded technology provider in connection with the sale of its business to a strategic buyer.
  • A multinational financial services institution in its successful tender offer to acquire a French insurance company.
  • A consortium of investors in its bid to acquire a publicly traded insurance company.
  • A private technology company in the sale of its business to a large, multinational strategic buyer.

Publications

9/26/2014
September Update
Securities and Governance Update
6/30/2014
June Update
Securities and Governance Update
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
March Update
Securities and Governance Update
10/10/2013
Securities Update - September 2013

Speaking Engagements

7/30/2013
Philadelphia Women’s Committee to Host Discussion on Startups

Securities Matters and Transactions

  • Represents several issuers with respect to SEC reporting compliance obligations, including drafting and reviewing periodic reports and proxy statements, and advising on corporate governance and other strategic matters.
  • The Underwriters in a registered offering of investment grade debt.
  • A monoline insurance company in several follow-on registered offerings of common stock and debt.
  • A medical device company focused on spine surgery in its initial public offering.
  • A bank in its 144A medium term note program.
  • A monoline insurance company in registered and unregistered debt exchange offers.
  • A multinational financial services institution in several follow-on registered offerings of perpetual hybrid capital securities.
  • A multinational financial services institution in several follow-on registered offerings of perpetual bonds.

Mergers, Acquisitions and Divestitures

  • An investment company in the sale of substantially all of its assets to a strategic buyer.
  • A private equity fund in the sale of a portfolio company in a competitive auction process involving multiple bidders.
  • A private equity fund in connection with several investments in portfolio companies, including acquisition negotiation, debt financing, capital structuring and employee matters.
  • A major public technology company in the acquisition of privately held complementary business.
  • A publicly traded technology provider in connection with the sale of its business to a strategic buyer.
  • A multinational financial services institution in its successful tender offer to acquire a French insurance company.
  • A consortium of investors in its bid to acquire a publicly traded insurance company.
  • A private technology company in the sale of its business to a large, multinational strategic buyer.