Brian S. Korn is of counsel in the Corporate and Securities Practice Group of Pepper Hamilton LLP, resident in the New York, Los Angeles and Orange County offices.
Mr. Korn represents issuers and underwriters in investment banking and capital markets transactions, including transactions involving equity, debt, hybrid/convertible and preferred securities, derivatives and foreign exchange. He has executed several IPOs and other equity value monetization transactions, such as spin-offs, split-offs and carve-out transactions. He also has extensive experience in sponsor leveraged buy-outs and bank/bond acquisition financing. He has executed and/or advised on transactions valued in the hundreds of billions of dollars.
Mr. Korn has particular experience executing transactions, including cross-border financings and joint listings, in the following industries: consumer/retail, financials/asset management, health care/ pharmaceutical, industrial, metals/mining/steel, power, real estate/REITs and technology/Internet/e-commerce. He advises investment banks on equity execution issues, including roadshow and pricing mechanics, FINRA allocation and bookbuilding regulations, Regulation M restrictions, and aftermarket stabilization and syndicate short covering. He also advises corporate clients on SEC annual, quarterly and current reporting, and advises shareholders, corporate insiders and hedge funds on Sections 13 and 16 ownership filings, Rule 144 sales, 10b5-1 managed liquidation plans and 10b-18 corporate repurchases.
Mr. Korn also has extensive experience dealing with securities and broker-dealer regulators, including the SEC, FINRA and the SROs, and has held leadership positions advocating and implementing financial reform measures, including the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the JOBS Act of 2012.
Prior to joining Pepper, Mr. Korn was director and head of equity capital markets and equity syndicate compliance for the Americas at Barclays. There he was responsible for monitoring and reviewing equity, equity-linked, derivative/hybrid and private placement transactions and applicable policies for consistent application and management of regulatory, operational and reputational risk. Before that, Mr. Korn was senior vice president and assistant general counsel for Citigroup Global Markets Inc. and was an attorney at several major law firms for more than 10 years.
Mr. Korn is a frequent speaker on capital markets transaction execution and securities laws. He is a faculty member of the Practising Law Institute, and past presenter to the New York State Bar Association and the New York City Bar Association.
Mr. Korn's recent publications include:
"The Trouble with Crowdfunding," Forbes.com, (April 17, 2013)
"SEC Roundtable on Decimalization Raises Many Questions, Few Answers," Pepper Hamilton LLP Corporate and Securities Law Alert, (February 15, 2013)
"Investment Funds Need to Be Aware: Broker-Dealer Private Placement Compliance Requirements Are Now in Effect" (co-author), Pepper Hamilton LLP Fund Services Alert, (February 5, 2013)
"Investment Banks and Other Broker-Dealers Required to Make Private Placement Filings Under New FINRA Rule 5123," Pepper Hamilton LLP Corporate and Securities Law Alert, (January 14, 2013).
Mr. Korn is a graduate of Northwestern University School of Law (J.D. 1997), where he was note and comment editor of the Northwestern Journal of International Law & Business. During law school, he completed an externship with the Honorable Stephen Reinhardt of the U.S. Court of Appeals for the Ninth Circuit. He graduated with honors and distinction in general scholarship from the University of California, Berkeley in 1993 (B.A. political science).
Mr. Korn is admitted to practice in New York and California.