Jennifer Trowbridge

Corporate Governance & Public Company Advisory

• Advised boards of directors and committees of public and private companies on fiduciary duties, conflicted-party transactions and shareholder-approval requirements in connection with strategic financings and transactions.
• Advised governance committees on charter updates, independence standards, committee reporting and evolving SEC and stock-exchange governance requirements.
• Advised on proxy statement disclosure, shareholder proposals, annual meeting procedures and activist engagement, including advance-notice bylaw issues and universal proxy considerations.
• Advised issuers and insiders on Section 16, beneficial ownership reporting and Rule 10b5-1 trading plans and policies

Securities Offerings/Capital Markets

• Led $15 Million at-the-market registered offering for a clinical stage medical therapeutic company listed on Nasdaq.
• Led $12.5 Million Registered Direct Offering for an enterprise computing and artificial intelligence/machine learning Nasdaq Listed company.
• Represented Placement Agent in $100 Million at-the-market offering for a Nasdaq listed specialty food importer and distributor.
• Represented a clinical stage issuer in in a Regulation A, offering aimed at technology-enabled retail distribution and an eventual national-exchange listing.
• Led various PIPE and other private offerings for all clients, with related resale registrations.
• Ongoing securities and corporate-governance counsel to Nasdaq- and NYSE-listed companies regarding Exchange Act reporting (Forms 10-K, 10-Q and 8-K), proxy statements, equity compensation plans and related Form S-8 registration statements, Section 16 compliance, Rule 144 issues and stock-exchange listing standards.

Mergers and Acquisitions

• Led approximate $6 Million Merger transaction between two publicly traded women’s health companies, including the relevant agreements, securities filings and corporate governance.
• Led acquisition of the women’s health specialty business securing an FDA- approved single-dose microbial agent used for the treatment of sexual health infections for a publicly traded women’s health company.
• Co-led the $114 Million business combination and SPAC transaction with a publicly traded digital consumer acquisition company and a Nasdaq listed marketing platform.
• Acted as securities specialist on $22.4 Million disposition of German subsidiary of Nasdaq listed enterprise computing and artificial intelligence/machine learning company.
• Acted as securities specialist on $76 Million Merger between two clinical trial biotech companies, one privately held, and one listed on Nasdaq. Led the Form S-4 process and compliance.

Broker-Dealer Regulatory and Compliance

• Advised a national insurance and wealth management platform on broker-dealer formation and FINRA registration and submission of New Member Application and coordination through approval.
• Advised and coordinated the registration of a real estate specific limited purpose broker-dealer formation for and FINRA registration and submission of New Member Application and coordination through approval.
• Represented registered broker dealer selling variable life insurance or annuities through sale of ownership transaction and submission of Continuing Member Application and coordination through approval.
• Serve as primary regulatory counsel to broker-dealers on ongoing FINRA and SEC compliance matters, including supervisory procedures, Form BD, regulatory examinations, licensing, advertising review and operational regulatory strategy.

Fund Formation, Structuring & Investment Company Act

• Advised a fractional racehorse ownership platform and Series LLC through structure, securities offerings (Reg A, Reg CF and Reg D) and compliance with both the Investment Company Act and Investment Adviser Act.
• Advised a fractional rental property ownership platform through structure, securities offerings (Reg A and Reg CF) and compliance with both the Investment Company Act and Investment Adviser Act.
• Advised real estate fund managers on SPV structuring and regulatory strategies to avoid registration under the Investment Company Act.

Investment Adviser Registration and Compliance

• Advised an invitation-only high-net worth individual and family membership community for legacy planning, personal and professional growth, and strategic asset deployment through formation, structuring and regulatory compliance.
• Advised and assisted numerous fund managers and general partners through the SEC and state Exempt Reporting Advisor registration and continued compliance process.
• Counseled registered investment advisers on Form ADV preparation and amendments, compliance program design, annual reviews, and regulatory risk assessments.