Elizabeth A. Diffley 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 and mergers, acquisitions and divestitures, as well as general corporate matters.
Beth joined Drinker Biddle 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. She previously worked in audit services for PricewaterhouseCoopers and has particular experience in accounting and financial reporting issues. She is a certified public accountant in New York and fluent in French.
Beth regularly writes on securities and governance topics, including those with accounting implications. She serves on several firm committees, including the Women’s Leadership Committee, and runs various aspects of the corporate associates training program.
Beth’s securities regulation and corporate governance work has included representation of:
- 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.
- Selling stockholder in a registered secondary offering of NYSE-listed common stock for net proceeds of $61.8 million.
- The Underwriters in registered offerings of €300 million and €350 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 U.S. entity as selling stockholder in the IPO of SIX Swiss Exchange-listed Swiss company.
- A bank in its 144A medium term note program.
- An insurance company in registered and unregistered debt exchange offers.
- Several multinational financial services institutions in registered offerings of perpetual hybrid capital securities.
Mergers and acquisitions Beth has worked on include:
- 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.
- Several private equity funds in the sales of portfolio companies in a competitive auction process involving multiple bidders and transactional representation and warranty insurance.
- 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.
“40 Under 40”, Philadelphia Business Journal (2015)
Leadership Philadelphia Fellow (2015)
Awards Methodology (www.drinkerbiddle.com/content/awards)
- New Jersey
- University of Pennsylvania Law School, J.D., 2004, magna cum laude
- University of Pennsylvania, B.S., 1999, summa cum laude
- Society for Corporate Governance
- Alliance Française of Philadelphia, Board of Directors
- New Century Trust, Board of Directors, Treasurer