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Brian Korn

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Brian Korn on Fox Business discussing 2014 IPO outlook.
Brian Korn Interview on CCTV - America's Biz Asia American program
 

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:
  • “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.



Education
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

Clerkships
Honorable Stephen Reinhardt of the U.S. Court of Appeals for the Ninth Circuit

Bar Admissions
Admitted to practice in New York and California

Brian Korn
Of Counsel
Phone: 212.808.2754
213.928.9800
949.567.3500
Fax: 212.286.9806
213.928.9850
949.863.0151
kornb@pepperlaw.com
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Office(s)
New York Los Angeles
Orange County

Practice Area(s)
Canadian
Corporate and Securities

Corporate Governance
Crowdfunding and Peer-to-Peer Lending

Financial Services Enforcement Response Team
International

Investment Funds Industry Group
Private Equity

Securities Offerings and Public Company Compliance
Venture Capital


Articles


No Easy A: SEC Proposes Rules for Regulation A+

Crowdfunding and Peer-to-Peer Lending: Legal Framework and Risks (PowerPoint)


Business Forum: Overseas Firms Look to U.S. for IPOs

FINRA: Funding Portals, Start Your Engines!


SEC Proposes Crowdfunding Rules

Resales of Restricted and Control Securities under Rule 144


Don’t Short Before the Deal, SEC Reminds Hedge Funds and Buyside Firms

SEC Gets Tough on Bad Actors


Why We Could Easily Have Another Flash Crash

New Paradigms in Investor Liquidity: Private and 'Off-Market' Resales of Securities Under Rule 144 and Beyond


SEC Relaxes Ban on Advertising and Solicitation for Private Placements to Accredited Investors

Supreme Court Rules DOMA Unconstitutional – Securities Law and Corporate Finance Implications


Landmark Swap Rules Adopted by CFTC

Business Finance: U.S. Legal Framework and Introduction to Equity Crowdfunding (PowerPoint)


The Evolving Use of Social Media: Protecting Your Organization (PowerPoint)

The Trouble with Crowdfunding


SEC Roundtable on Decimalization Raises Many Questions, Few Answers

Investment Funds Need to Be Aware: Broker-Dealer Private Placement Compliance Requirements Are Now in Effect


Compliance Considerations for Derivatives End-Users (PowerPoint)

Investment Banks and Other Broker-Dealers Required to Make Private Placement Filings Under New FINRA Rule 5123


Crowdfunding under the JOBS Act - (PowerPoint)


Articles


IPOs, Private Placements and Crowdfunding: How the JOBS Act Spawned a Corporate Finance Revolution

Crowdfunding and Peer-to-Peer Lending: The Evolving Legal Landscape around the JOBS Act


SEC Update: ‘Bad Actor’ Rule for JOBS Act

Crowdfunding and Online Direct Lending (Peer-to-Peer) Conference 2014 and Webcast


The JOBS Act and Its Impact on Capital-Raising

Corporate Insider Trading Plans Are Not Bulletproof: Avoiding Common Pitfalls in Dealing with Rule 10b5-1 Plans


Investment Management, Hedge Funds and Registered Mutual Funds: What's Happening Now?

The Volcker Rule and Foreign Banking Entities – Location, Location, Location!


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