Kimberly K. Rubel

Partner

Chicago

(312) 569-1133 phone
(312) 569-3133 fax

Kimberly K. Rubel is a partner and vice chair of the firm’s Corporate & Securities Practice Group. Kim focuses her practice on securities transactions, public company counseling, board committee counseling and institutional private placements.

Securities Transactions. Kim has counseled issuers in public and private offerings of equity, debt and convertible securities. She has also advised investment banks and underwriters in public securities offerings and as financial advisors. 

Public Company Counseling. A considerable part of Kim’s practice involves advising public reporting companies with respect to disclosure and compliance issues under the federal securities laws and corporate governance matters. These clients operate in a broad range of industries, including diversified manufacturing, insurance, pharmaceutical, retail, beverage and alternative energy.

Board Committee Counseling. Kim has served as independent counsel for both special and standing committees of boards of directors in connection with special investigations, related-party transactions and corporate governance issues.

Institutional Private Placements. Kim has advised institutional investors in their purchase of privately placed debt securities, as well as issuers in their offer and sale of these securities. She has experience with master note agreements, amendments and waivers, restructurings, inter-creditor issues, collateral and cross-border transactions. 

In General. Kim graduated from the University of Chicago Law School in 1995. She earned an undergraduate degree in finance with highest honors from the University of Illinois at Urbana-Champaign. Prior to attending law school, Kim was a financial analyst in the corporate finance department of Kidder, Peabody & Co. Incorporated.

Representative Matters

Representative transactions include:

  • $120 million public offering of equity for an offshore insurance company; 
  • $290 million private placement of common shares and warrants for a publicly traded offshore insurance company;
  • $112 million initial public offering and $200 million offering of primary and secondary shares for a clinical software and information solutions provider; 
  • public offerings of $2.3 billion of senior notes for a national retail drugstore chain; 
  • Rule 144A offerings of $2.5 billion of notes for a multinational diversified manufacturer;  
  • Rule 144A offering of $240 million of convertible subordinated notes for a telecommunications products manufacturer; and
  • $50 million private placement of convertible senior notes for an electronic components manufacturer.

Representative engagements include serving as: 

  • counsel to a special committee of the board of directors of a business outsourcing services provider in connection with an internal investigation; and
  • counsel to the audit committee of an insurance company in connection with several transactions with its majority owner.

Kim has also represented:

  • an English appliance manufacturer in a $120 million offering of senior notes;
  • investors in a $300 million offering of senior notes by a financial services company;
  • a discount supermarket chain in its offerings of $485 million and $550 million of senior notes;
  • investors in a ¥1.2 billion offering of guaranteed senior notes by a provider of filtration systems and parts; and
  • a diversified real estate company in its offering of $645 million of senior notes.

Publications

9/16/2014
Drinker Biddle
When Should the Board Call Separate Counsel?
3/28/2014
March Update
Securities and Governance Update
4/3/2013
Securities Update
SEC Approves New NYSE and NASDAQ Compensation Committee Listing Standards
9/1/2012
Securities Update
Why Your Board Needs to Think about Swaps
6/28/2012
Securities Update
SEC Adopts Final Rule Requiring Listing Standards for Compensation Committees and Compensation Advisors
3/29/2012
Securities Update
SEC Offers Guidance on Financial Reporting Issues Facing Smaller Issuers
10/6/2011
Securities Update
Court Vacates Proxy Access Rule 14a-11; Rule 14a-8 Amendments Live On
4/1/2011
Securities Update
Update on Say-on-Pay and Say-on-Golden Parachute Voting
2/10/2011
Securities Alert
SEC Adopts Say-on-Pay and Say-on-Golden Parachute Rules
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
10/6/2010
Corporate & Securities Alert
Proxy Plumbing Concept Release – a Move Toward Proxy Process Reform?
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
1/5/2010
Securities Alert
New Disclosure Rules for 2010 Proxy Season
12/18/2009
Securities Alert
SEC Adopts Proxy Disclosure Amendments
7/27/2009
Securities Alert
Proxy Process Continues to Evolve
6/30/2009
Securities Update
SEC Proposes Proxy Rules to Facilitate Shareholder Access
6/24/2009
Securities Alert
Who’s Nominating Your Directors?

Speaking Engagements

9/20/2012
Chicago Compensation Association's (CCA) Executive Compensation Symposium
9/14/2011
Chicago Compensation Association's (CCA) Executive Compensation Symposium
9/2/2009
Chicago Compensation Association's (CCA) Executive Compensation Symposium
1/10/2007
Chicago Compensation Association's (CCA) Executive Compensation Symposium
4/5/2006
Executive Compensation Strategies

Representative transactions include:

  • $120 million public offering of equity for an offshore insurance company; 
  • $290 million private placement of common shares and warrants for a publicly traded offshore insurance company;
  • $112 million initial public offering and $200 million offering of primary and secondary shares for a clinical software and information solutions provider; 
  • public offerings of $2.3 billion of senior notes for a national retail drugstore chain; 
  • Rule 144A offerings of $2.5 billion of notes for a multinational diversified manufacturer;  
  • Rule 144A offering of $240 million of convertible subordinated notes for a telecommunications products manufacturer; and
  • $50 million private placement of convertible senior notes for an electronic components manufacturer.

Representative engagements include serving as: 

  • counsel to a special committee of the board of directors of a business outsourcing services provider in connection with an internal investigation; and
  • counsel to the audit committee of an insurance company in connection with several transactions with its majority owner.

Kim has also represented:

  • an English appliance manufacturer in a $120 million offering of senior notes;
  • investors in a $300 million offering of senior notes by a financial services company;
  • a discount supermarket chain in its offerings of $485 million and $550 million of senior notes;
  • investors in a ¥1.2 billion offering of guaranteed senior notes by a provider of filtration systems and parts; and
  • a diversified real estate company in its offering of $645 million of senior notes.