Ms. Penman provides representation in a wide range of matters in all aspects of federal and state securities laws, public and private offerings of equity and debt securities, business and corporate law and transactional matters, including mergers and acquisitions and corporate finance.
Ms. Penman’s mergers and acquisitions practice involves representation in all transactional aspects, including diligence, structuring and planning; coordinating multi-discipline advice, including domestic and international trade regulation/anti-competition, tax and employees benefits; negotiation, preparation and drafting of definitive acquisition agreements and all ancillary agreements, including employment and consulting agreements, non-competition agreements, transition services agreements and employee benefit plans; addressing stockholder matters and other issues arising under applicable corporate law; and assisting in post-closing transition and indemnification and other matters. Ms. Penman has extensive experience in all types of acquisitions, including stock purchases, asset purchases, joint ventures, leveraged buy-outs and forward and reverse mergers.
Ms. Penman’s federal securities law practice involves representing issuers, underwriters and others in all aspects of public and private equity and debt securities offerings, including initial public offerings, private placements, exchange offerings, PIPEs and Rule 144A offerings; stock exchange listing and other matters; preparation of periodic and other reports and information to the Securities and Exchange Commission, Financial Industry Regulatory Authority, SROs and various state agencies; and ongoing federal and state securities law compliance. Ms. Penman also has successfully represented clients in proxy contests and in connection with tender offers. She has also participated in several transactions involving the issuance of tax-exempt securities.
Ms. Penman also has experience with the financing of acquisitions for which she also acts as acquisition counsel. Efforts include assisting in the negotiation of commitments and credit agreements (for all types of loans, including asset based lending, loans secured by real estate and revolving lines of credit) and related agreements such as promissory notes, guarantees, security agreements, indemnity agreements and subordination agreements, and ongoing representation in connection with post-closing issues and other loan compliance matters.
In addition to the foregoing, Ms. Penman has counseled clients on a variety of general corporate matters, which experience includes the drafting and negotiation of leases and subleases, licensing agreements, employment agreements and service agreements.
Ms. Penman is a member of the American, Maryland and District of Columbia Bar Associations. She is fluent in French. The following is a description of certain representative matters with which Ms. Penman has been involved: