Karen focuses her practice on securities and corporate governance matters. She is regularly involved in public and private offerings of debt and equity securities, and the registration of securities offered under employee benefits plans.
She also represents issuers in connection with numerous liability management transactions involving trust preferred and other hybrid securities and senior, subordinated and secured debt securities, including tender offers, consent solicitations, redemptions, repurchases and exchanges. She also advises public companies regarding 1934 Act reporting and annual meeting proxy statement matters.
- Represented an ocean transportation company in a Rule 144A offering of $300 million of convertible senior notes.
- Represented underwriters in connection with the offering of $1 billion of senior notes by a casual dining restaurant company.
- Represented underwriters in connection with the offering of $2.5 billion of senior notes by a major consumer products company.
- Represented a major financial institution in offerings of over $8 billion of preferred stock.
Represented a major financial institution in a complex corporate restructuring to simplify its overall corporate management, financial reporting and
capital structure, including the realignment of over $61 billion of debt securities.
- Represented an investment firm in its $750 million acquisition of an aircraft securitization vehicle and the subsequent refinancing of notes.
- Represented an issuer in connection with a $19.3 billion offering of common equivalent securities. The transaction received the IFLR Debt & Equity Deal of the Year award in 2009.
- Represented and issuer in a $3.9 billion exchange offer of common stock for outstanding preferred securities.
- Represented an issuer in the exchange and remarketing of $1.5 billion of hybrid securities.
- Represented an issuer in connection with the establishment of a shelf registration statement and medium term note program update.
- North Carolina
- U.S. District Court for the Western District of North Carolina
The University of North Carolina School of LawJD
with High Honors, Member, University of North Carolina Law Review, Order of the Coif2005
The University of North Carolina at Chapel HillBAPolitical Science
with Highest Distinction, Phi Beta Kappa1999
- Author, SEC Approves Nasdaq Rules on Board Diversity, McGuireWoods Legal Alert, September 9, 2021
- Author, Nasdaq Proposes Rules to Diversify Boards and Standardize Diversity Reporting, McGuireWoods Legal Alert, December 23, 2020
- Author, Advance Notice Bylaw’s Application Limited by Delaware Court; May Have Implications for Companies Incorporated in Other States, McGuireWoods Legal Alert, March 28, 2008