Elizabeth A. Diffley is an accomplished and pragmatic advisor to public and private clients on corporate and securities matters, including capital raising transactions, public company reporting and compliance, and mergers and acquisitions, and general corporate matters. She regularly advises companies, boards and committees on a variety of corporate governance, state corporate law and related matters. Beth serves as co-chair of Drinker Biddle’s Capital Markets and Securities team.
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 offers sound business judgment and valuable insight on matters related to accounting and financial reporting. 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 is committed to women’s rights and community engagement, and serves on the boards of directors of several Philadelphia nonprofits.
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 tender offers to repurchase outstanding debt.
- A clinical-stage biotechnology company in several registered underwritten offerings of common stock and warrants including an "at-the-market" facility.
- The initial purchasers in several private placements of insurance-linked securities.
- Selling stockholder in several registered secondary offerings of NYSE-listed common stock for aggregate net proceeds of nearly $180 million.
- The underwriters in registered offerings 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 and various follow-up offerings.
- Several multinational financial services institutions as issuers in registered offerings of perpetual hybrid capital securities.
Mergers and acquisitions Beth has worked on include:
- A provider of global trade customs compliance management services and customs brokerage services and its shareholders in the company's acquisition by a global Fortune 500 company.
- 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