Marc A. Leaf

Partner New York
marc.leaf dbr.com
Phone: (212) 248-3276 (212) 248-3276

About

Marc A. Leaf is Regional Partner in Charge of the New York office of Drinker Biddle, and a trusted counselor and adviser to senior government officials, corporate leaders, and independent directors. An experienced and practical dealmaker with a proven record of success, Marc helps issuers and investors in technology, media, telecom and other industries achieve their goals in capital raising transactions, business combinations, and joint ventures.

Prior to joining Drinker Biddle, Marc served on the Executive Staff of the U.S. Securities and Exchange Commission, where he was the senior legal and policy adviser to Commissioner Luis A. Aguilar for all rulemaking matters under the Division of Corporation Finance, as well as related enforcement actions and settlements recommended by the Division of Enforcement. While at the SEC, Marc advised on a wide range of issues, including the Crowdfunding Rule, Regulation D, Regulation A+, and matters relating to the Public Company Accounting Oversight Board and the Financial Accounting Standards Board.

Experience

Marc advises board of directors, special committees and senior management on:

  • Federal securities law matters, including compliance and disclosure.
  • Corporate governance, fiduciary duty, and Delaware corporate law issues.
  • Proxy statements for annual and special meetings, including stockholder proposals.
  • Nasdaq and New York Stock Exchange listing and maintenance requirements, including successful representation of a domestic issuer in a proceeding brought by Nasdaq to revoke the company’s listing.
  • Risk management.
  • Audit committee matters, including resolution of issues raised by auditors with respect to liquidity, contingencies and going-concern questions.
  • Executive compensation issues, including structuring and adoption of equity and other incentive plans, option re-pricing issues and say-on-pay.
  • Takeover defense matters, including structuring and adoption of poison pills.

Marc has advised clients on numerous corporate finance and securities law transactions. Representative matters include:

  • Global underwriting syndicates in numerous dollar and euro-denominated registered debt offerings.
  • Numerous U.S. and foreign private issuers in registered public offerings of equity and debt securities.
  • Wireless provider in CDN $350 million financing with Chinese manufacturer and China Ex-Im Bank.
  • Spin-off of satellite television distributor and subsequent roll-up transactions.
  • Spin-off of media services company.
  • Lenders and investors in $410 million in first-lien and second-lien secured credit facilities, as well as multiple rounds of equity investment, for privately-held satellite Internet provider.
  • Numerous private placements and registered exchange offers of high-yield debt, including convertible and exchangeable securities.
  • Debt tender offers.
  • Swaps and other derivative transactions.
  • Numerous venture capital investments, representing both issuers and investors in all stages of development and financing, as well as bridge loans and fund formation.

Marc assists clients with mergers, acquisitions and other strategic transactions. Representative matters include:

  • Major cable provider and entertainment company in numerous acquisitions, including advanced advertising and technology innovators and an over-the-top streaming video provider.
  • Media services company in sale of content distribution unit to digital media services provider.
  • Media services company in sale of creative and media services divisions to entertainment services provider.
  • Public holding company in acquisition of home security monitoring services company.
  • Major public media company in acquisition of 40% preferred equity stake in satellite radio company.
  • Investor group in sale of satellite broadband provider.
  • Entertainment and event technology company in a $630 million leveraged acquisition by private equity, founder, and management.
  • Major public media company in acquisition of television stations through $230 million tax-free split-off.
  • Numerous other acquisitions of technology, media and telecommunications assets with an aggregate value in excess of $2 billion.
  • Multiple “going private” and “going dark” transactions.

Marc has significant experience representing clients in technology development, distribution, and outsourcing transactions, including:

  • Technology development corporation (Shenzhen, China) in outsourcing arrangement for applications development and maintenance services for global financial institution.
  • Outsourcing arrangement for applications development, maintenance and IT infrastructure support for major power company.
  • Outsourcing arrangement for applications development and maintenance for major energy services company.
  • Certification agreements and other licensing arrangements for interactive program guide leader.
  • Formation of joint venture to exploit technology for synchronous use of television and Internet content.
  • Middleware provider in negotiation of proposed joint venture with a cable MSO to develop and distribute interactive TV technology.
  • Internet service provider in agreement to jointly develop and deploy a multi-function set- top box with a major multichannel video programming distributor (MVPD).
  • Formation of joint venture to provide audience measurement and research for interactive television.

Credentials

Bar Admissions

  • New York

Education

  • Duke University School of Law, J.D., cum laude
  • Harvard University, A.B., cum laude

Organizations

  • American Bar Association, Mergers & Acquisitions Committee
  • SEC Historical Society, Board of Advisors