Brian Korn is of counsel in the Corporate and Securities Practice Group of Pepper Hamilton LLP, resident in the New York and California 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. His presentations and interviews include:
Mr. Korn’s recent publications include:
- “HOT Issues in Debt and Alternative Finance, Peer-to-Peer Lending and Crowdfunding,” Pepper Hamilton LLP CLE Series (November 13, 2013)
- “New Crowdfunding Regulations,” CCTV – America’s Biz Asia America (November 6, 2013)
- “Corporate Finance and Capital Markets Update: Where Do We Go From Here?,” 31st Annual Business & Securities Law 2013 Conference (October 24, 2013)
- “The Hot IPO Market: Is the JOBS Act Responsible?” The Deal (October 14, 2013)
- “Can Twitter Become a Money Maker?” Interview to Discuss the IPO On-Ramp Under the JOBS Act and the IPO Market Generally Following the Twitter Filing, FOX Business TV (September 13, 2013)
- “Legal Framework for Business Financing” and “JOBS Act – Fools Money or Financial Revolution,” Crowdfunding East Conference (August 28, 2013)
- “FOX Business TV Interview to Discuss Nasdaq Halt,” FOX Business TV (August 22, 2013)
- “DIY Economy: Crowdfunding Businesses,” Oregon Public Radio’s (KOPB) ‘Think Out Loud’ (August 16, 2013)
- "Understanding the Securities Laws 2013," Practising Law Institute (July 25-26, 2013)
- "Special Edition Roundtable: JOBS Act Implementation," Pepper Hamilton LLP (July 24, 2013)
- “Corporate Insider Trading Plans Are Not Bulletproof: Avoiding Common Pitfalls in Dealing with Rule 10b5-1 Plans,” Pepper Hamilton LLP CLE Webinar (May 15, 2013)
- “Legal Framework for Business Financing in the United States” and “Equity Crowdfunding – Fools Money or Financial Revolution?,” Crowdfunding PRO and CONTRA Conference (May 3, 2013)
- "Ethics in Negotiations," CLEs ... Straight Up: Pepper's In-House Counsel Thursday Afternoon Briefings (May 2, 2013)
- "The Evolving Use of Social Media: Protecting Your Organization," New York Law Journal's In-House Counsel CLE Seminar (April 30, 2013)
- "Private Placements and Other Financing Alternatives 2013," Practising Law Institute (April 15, 2013)
- “A 'How to Guide' to Basic Derivatives & Structured Products,” New York City Bar Association (January 2013)
- "The JOBS Act and Its Impact on Capital-Raising," The Knowledge Group, LLC (December 2012)
- “Securities Offerings 2012: A Public Offering: How It Is Done,” Practising Law Institute (April 2012)
- “Setting the Stage: Preparing to Go Public,” Barclays Capital 2011 IPO Summit (May 2011)
- “How to Prepare an IPO,” Practising Law Institute (2010).
- “Business Forum: Overseas Firms Look to U.S. for IPOs” (co-author), Pittsburgh Post-Gazette (November 29, 2013)
- “U.S. Markets Become IPO Venue of Choice for Non-U.S. Firms” (co-author), Financier Worldwide (November 29, 2013)
- "Resales of Restricted and Control Securities under Rule 144" (co-author), The Review of Securities & Commodities Regulation, (September 18, 2013)
- “Why We Could Easily Have Another Flash Crash” (co-author), Forbes.com, (August 9, 2013)
- “New Paradigms in Investor Liquidity: Private and ‘Off-Market’ Resales of Securities Under Rule 144 and Beyond” (co-author), Practising Law Institute’s Understanding the Securities Laws 2013 Course Handbook
- “SEC Relaxes Ban on Advertising and Solicitation for Private Placements to Accredited Investors” (co-author), Pepper Hamilton LLP Corporate and Securities Law Alert, (July 17, 2013)
- “Supreme Court Rules DOMA Unconstitutional – Securities Law and Corporate Finance Implications” ” (co-author), Pepper Hamilton LLP Client Alert, (June 28, 2013)
- “Landmark Swap Rules Adopted by CFTC,” Pepper Hamilton LLP Client Alert, (May 24, 2013)
- "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 Funds 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).
During law school, he completed an externship with the Honorable Stephen Reinhardt of the U.S. Court of Appeals for the Ninth Circuit.
B.A. 1993, with honors and distinction, University of California, Berkeley
J.D. 1997 Northwestern University School of Law, note and comment editor, Northwestern Journal of International Law & Business
Honorable Stephen Reinhardt of the U.S. Court of Appeals for the Ninth Circuit
Admitted to practice in New York and California