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 regulation, 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 corporate governance, public and private capital raising transactions, public company reporting and compliance, mergers, acquisitions and divestitures, investments and investor relations, as well as general corporate matters. Beth previously worked in audit for Pricewaterhouse Coopers and has particular experience in accounting and financial reporting issues.

Beth is the primary editor of Drinker Biddle's Securities & Governance update newsletter and also serves on several firm committees including the Women’s Leadership 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. She is a certified public accountant in New York and fluent in French.

In 2015, Beth was recognized by the Philadelphia Business Journal as one of its "40 Under 40" award winners and is a 2015 Leadership Philadelphia Fellow.

Beth is a member of the Society of Corporate Secretaries and Governance Professionals and the Alliance Française of Philadelphia. She is committed to women's rights issues and serves on the Boards of Directors of New Century Trust and Medical Students for Choice.

Matters

Securities and Governance Matters and Capital Markets 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.
  • An insurance company in several registered debt offerings and negotiated repurchases of outstanding debt.
  • The Underwriters in a registered offering of €300 million of NYSE-listed investment grade eurobonds.
  • The Underwriters in a registered offering of $400 million of investment grade debt.
  • An 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.
  • An 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

  • A publicly traded beverage manufacturer in the $1.25 billion acquisition of a bottled water and coffee direct-to-consumer service provider.
  • 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 provider of online subscription-based test preparation materials in connection with its acquisition via merger by a leading publishing company, including all proxy statement preparation and member approval matters.
  • A major public technology company in the acquisition of privately held complementary business.
  • A publicly traded medical device company in its acquisition of a complementary business.
  • A multinational financial services institution in its successful tender offer to acquire a French insurance company.
  • A private technology company in the sale of its business to a large, multinational strategic buyer.

Publications

6/1/2016
INSIGHTS
Presenting Non-GAAP Financial Measures in the Face of Increased Scrutiny
5/3/2016
Client Alert
Another Warning to Mind the Non-GAAP
3/30/2016
Securities and Governance Update
Mind the Non-GAAP: Considerations for Using Non-GAAP Financial Measures in the Face of Increased Scrutiny
3/30/2016
Securities and Governance Update
SEC Issues CDI on Proxy Card Descriptions
12/15/2015
Client Alert
Need for Speed: The FAST Act Impacts Securities Laws
10/7/2015
October 2015 Update
Securities and Governance Update
5/26/2015
May Update
Securities and Governance Update
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
Securities and Governance Update
ISS Releases QuickScore 2.0 Ratings
10/10/2013
Securities Update - September 2013

Events

1/13/2016
Association for Corporate Growth University Reception
ACGU Career Advancement Panel
10/26/2015
Penn Law Women’s Association
Corporate Law Inside & Out: Perspectives from In-house and Outside Counsel
7/30/2013
Philadelphia Women’s Committee to Host Discussion on Startups

RSM 2nd Annual Growth Summit

News

6/17/2016
Elizabeth Diffley Quoted in Reuters
3/31/2015
Elizabeth A. Diffley Named One of Philadelphia’s 40 Under 40
3/1/2013
Drinker Biddle Names New Partners, Counsel

Securities and Governance Matters and Capital Markets 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.
  • An insurance company in several registered debt offerings and negotiated repurchases of outstanding debt.
  • The Underwriters in a registered offering of €300 million of NYSE-listed investment grade eurobonds.
  • The Underwriters in a registered offering of $400 million of investment grade debt.
  • An 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.
  • An 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

  • A publicly traded beverage manufacturer in the $1.25 billion acquisition of a bottled water and coffee direct-to-consumer service provider.
  • 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 provider of online subscription-based test preparation materials in connection with its acquisition via merger by a leading publishing company, including all proxy statement preparation and member approval matters.
  • A major public technology company in the acquisition of privately held complementary business.
  • A publicly traded medical device company in its acquisition of a complementary business.
  • A multinational financial services institution in its successful tender offer to acquire a French insurance company.
  • A private technology company in the sale of its business to a large, multinational strategic buyer.