Cynthia Krus, who serves as vice chair of Sutherland's Corporate and Financial Services practices, has been involved in numerous public and private securities offerings and has advised clients in connection with a variety of corporate transactions including mergers and acquisitions, proxy contests, exchange and rights offerings, going-private transactions and reorganizations. Cynthia counsels public companies in a broad range of corporate and securities matters, such as the Sarbanes-Oxley Act of 2002, corporate governance, disclosure, executive compensation and shareholder matters. Cynthia has conducted several webinars on Dodd-Frank regulations. She also advises companies on the structure and formation of various entities and the establishment and operation of private and public venture equity, including business development companies (BDCs). In addition, Cynthia serves on Sutherland's Climate Change law team, working with clients to identify and capitalize on opportunities and respond to business challenges impacted by climate change policies and regulations. Cynthia conducted a symposium on corporate governance for a Chinese delegation associated with the International Law Institute in cooperation with Georgetown University. Earlier in her career, she served as a law clerk for the Honorable Robert J. Klees of the Louisiana Court of Appeals for the Fourth Circuit. Representative Experience Cynthia's recent representative experience includes: · Advising on Spectrum's merger with Russell Hobbs Inc. and related creation of a publicly-traded holding company (total transaction valued at $3.1 billion). · Advising Allied Capital Corporation in an over $850 million merger with Ares Capital Corporation. · Representing Allied Capital Corporation in the $415 million sale of Advantage Sales & Marketing. · Representing Compass Diversified Trust in the $202.5 million initial public offering featuring a unique vehicle for public funding of private equity. · Serving as underwriter's counsel for UBS in the $1 billion offering for Apollo Capital Corporation, a newly formed business development company. · Acting as outside general counsel to Allied Capital Corporation, including serving as its securities counsel and developing a shelf registration statement that has been used to raise more than $1 billion in equity during the past several years. · Serving as counsel for 15 publicly traded companies on a day-to-day basis, including developing and implementing business transactions. · Serving as special counsel to MCG Capital Corporation in its initial public offering of $230 million. · Serving as counsel in several "going private" transactions, including the acquisition of Hillman Companies Inc. and Business Loan Express. · Serving as counsel on proxy contest between Brantley Capital Corporation and Philip Goldstein. · Serving as counsel in "roll up" transaction of a national food brokerage business. Professional Honors and Awards · Recognized by Washington, DC nonprofit Bread for the City as "Community Leader of the Year" (2011) · Recognized by Chambers USA: Guide to Leading Business Lawyers in the areas of corporate mergers and acquisitions and private equity (2010, 2011) · Recognized by The Legal 500 United States in the area of corporate mergers and acquisitions (2010) and mergers and acquisitions: middle-market (2011) Professional and Community Involvement · Member, Advisory Board, TheCorporateCounsel.net · Former Instructor, Georgetown University Law School · Former Adjunct Professor, George Washington University Recent Publications · Author, Corporate Secretary's Answer Book (2011, updated annually since 2004) · Co-founder and editor, www.publiclytradedprivateequity.com · Co-author, "U.S. Structured Credit Roundtable: Business Development Companies Find Common Ground with Middle-Market CLOs," Standard & Poor's (December 22, 2010) · Co-author, "More Say On Play: What Will It Mean," ACC Docket, Association of Corporate Counsel Copyright © 2010 (October 2010) · Co-author, "SOX Certifications:10 Tips for Good Housekeeping," Partnering Perspectives (Winter/Spring 2010) · Author, "Say-on-Pay: It's Coming, Are You Ready," Partnering Perspectives (Fall 2009) · Author, "Extra Credit," The Deal (October 19, 2009) · Comment, "Say on Pay Advances to Senate," ACA Insight (August 10, 2009) · Co-author, "Beating the Market by Staying Out," The Investment Lawyer (April 2009) · Author, Publicly Traded Private Equity Review (April 2009) · Author, "The Risk-Adjusted Board: How Should the Board Manage Risk," The Corporate Governance Advisor (March/April 2009) · Co-author, "Who Gets a Say on Pay?" The Corporate Governance Advisor (2008) · Author, Publicly Traded Private Equity Review (November 2008) · Author, Publicly Traded Private Equity Review (June 2008) · Author, "Protecting Against Director Misconduct: A Risk Management Approach," National Association of Corporate Directors (January 19, 2007) · Author, Dealmakers Forecast 2007 (January 2007) · Author, "Alternative Public Offerings Roundtable," Financier Worldwide Magazine (November 2006) · Author, "Rules of the Road: Where Corporate Governance May Take You," Business to Business Magazine (January 2006) · Author, "Clearing the Hurdles: How to Prepare for the New Corporate Governance Environment," chapter in the series titled Inside the Minds: Winning Legal Strategies for Corporate Governance, Aspatore Books (2006) · Co-author, "To Market, to Market," Legal Times (November 2005) · Comment, "Money for Nothing," International Financing Review (September 2005) · Co-author, "Corporate Governance Best Practices for Insurance Companies: The Current Perspective" (May 2005) · Co-author, "Corporate Governance Best Practices for Insurance Companies: The Current Perspective Presentation" (May 2005) · Co-author, "Shredding New Light on Business Development Companies," The Investment Lawyer (October 2004) · Co-author, "Attorney Beware: Sarbanes-Oxley Act Pitfalls," PCAOB Reporter (August 18, 2003) · Co-author, "Corporate Governance Policy (Annotated Discussion Draft)" (March 2003) · Co-author, "Mergers and Acquisitions," Capstone Publishing (2002) · Author, "Ten Tips When Faced With A Sell The Company Shareholder Proposal," Appendix A-15, Shareholder Proposal Handbook (November 2001) · Co-author, "The Business Development Company Solution," The Review of Securities & Commodities Regulation (February 28, 2001) · Author, "Regulatory Challenges for New Age Incubators," wallstreetlawyer.com, Vol. 4, No. 3 (August 2000) Recent Speaking Engagements · Speaker, Hot Topics and Trends in Business Development Companies Conference (January 25, 2012) · Speaker, "Corporate Governance Rules," Sutherland Tax Series: Session II (December 6, 2011) · Speaker, "BDC Compliance: Understanding the Regulatory Perspective," BDC Quick Call (November 2, 2011) · Speaker, "Financial Regulatory Reform: What Non-Financial Companies Need to Know About Implementation and Impact," Corporate Counsel Institute: Change Comes to Washington and What It Means for In-House Counsel (March 10-11, 2011) · Speaker, "Say on Pay," ACC Annual Meeting (October 2010) · Speaker, "Maintaining Balance: What's New for Directors," WMACCA CLE Seminar (June 2010) · Chair and Speaker, Counsel to Counsel Forum: Up, Down & Sideways: A Closer Look at Practically Managing Inside/Outside Counsel Relationships (April 1-2, 2009) · Speaker, Wolters Kluwer CT-Securities CLE Conference (May 29, 2008) · Speaker, Essentials Seminar: "The Basics of Corporate Governance and Beyond" (January 31, 2008) · Speaker, 49th NASBIC Annual Meeting (October 28-30, 2007) · Speaker, BDC Roundtable (September 4-5, 2007) · Speaker, 2006 ADP Client Conference (October 25-27, 2006) · Speaker, SPACs: How to Use a Special-Purpose Acquisition Company (September 19, 2006) · Speaker, PIPEs Summit 2006 (July 18-20, 2006) · Seminar instructor, International Law Institute (July 19-20, 2005) · Presenter, The Basics of M&A - Diligence, Structure and Beyond, M&A Boot Camp (June 13, 2005) · Speaker, "Corporate Governance Best Practices for Insurance Companies: The Current Perspective," ALIC 2005 Annual Meeting (May 2005) · Speaker, SEC "Hot Topics" Institute Spring 2005 (May 19, 2005) · Speaker, "Executives Compensation: How Much is Too Much and Who Decides?" American Bar Association's Annual Meeting (April 4, 2005) · Presenter, Counseling Compensation Committees in a Post Sarbanes-Oxley World, 2005 Annual Spring Meeting of the ABA Section of Public Utility, Communications and Transportation Law (April 2005) · Presenter, Presentation to Merrill Lynch & Co., Inc. Regarding Capital Market Transactions Involving Real Estate Investment Trusts (January 11, 2005) · Panelist, "Governance, Regulatory, and Compliance Issues of BDCs," A Strategic Guide to Business Companies: The Latest Re-Emergence of BDCs (November 8, 2004) · Speaker, Society of Corporate Securities & Governance Professionals Conference (May 2003) Industries Financial Services Retirement Products and Services News Sutherland forms Response Team to Help Clients Address Whistleblower Claims in 2012
December 21, 2011 Sutherland Makes Mark in The Legal 500 for 2011
December 1, 2011 Cynthia Krus featured in Fund Directions article: "Fund Boards Should Watch, Learn From Corporate Proxy Season"
November 3, 2011 "Community Leader of the Year" Cynthia Krus featured in Bisnow
October 13, 2011 Cynthia Krus Named "Community Leader of the Year" by Bread for the City
September 28, 2011 Investors Drawn to Specialty Lenders
May 9, 2011 Sutherland Attorneys, Practices Top Chambers USA 2011 Rankings
April 14, 2011 Sutherland Partner Cynthia Krus Named to 2010 Greater Washington Legal Elite List
December 2010 Sutherland Represents Hercules Technology Growth Capital, Inc. in a $71.9 Million Shelf Offering
November 16, 2010 Sutherland Represents Citi, BofA Merrill Lynch, Credit Suisse and UBS Investment Bank in a $78.7 Million Secondary Offering of Common Stock
November 4, 2010 Sutherland Participates in ACC's 2010 Annual Meeting: Four Attorneys Will Present and Firm Will Co-Host Cocktail Reception with ACC's Energy Committee
October 18, 2010 The Legal 500 United States Recognizes Sutherland
July 7, 2010 Sutherland Earns Top Chambers USA 2010 Rankings
July 7, 2010 Sutherland Represents Spectrum Brands in Merger With Russell Hobbs - Addition to Spectrum's Portfolio Creates $3 Billion Consumer Products Company
June 28, 2010 Teen Entrepreneurs Have Busy Summer Ahead
June 1, 2010 Sutherland Represents Solar Capital Ltd. in Initial Public Offering
April 28, 2010 Sutherland Represents Allied Capital Corporation in Merger with Ares Capital Corporation
April 26, 2010 Sutherland Represents SunTrust Robinson Humphrey, Inc. and BMO Capital Markets Corp. in $32.7 Million Secondary Offering of Common Stock
September 29, 2009 Q&A With Sutherland's Cynthia Krus
September 24, 2009 Reprinted with permission Law 360, http://www.law360.com Sutherland Represents RBC Capital Markets, BB&T Capital Markets, Morgan Keegan & Company, Inc. and Sterne Agee in $15.6 Million Secondary Offering of Common Stock
August 13, 2009 Government Handouts: Federal Bailout Money Comes With Strings
July/August 2009 Posted with permission Washington Lawyer Corporate Minutes: Best Practices For Corporate Secretaries When Recording Board Meetings
July 6, 2009 Reprinted with permission Corporate Governance Alert Sutherland Represents Keating Capital, Inc. in Initial Public Offering
June 15, 2009 The Dealmakers
April 10 -16, 2009 Reprinted with permission Atlanta Business Chronicle Legal Alerts Legal Alert: Who Is Listening? The SEC Emphasizes Importance of Cybersecurity Disclosure
October 26, 2011 Legal Alert: SEC Seeks Input on Investment Company Act Exclusion for Mortgage REITs and Other Mortgage-Related Pools
October 17, 2011 Legal Alert: What Does Proxy Access Mean Today?
October 17, 2011 Legal Alert: Blowing Your Own Whistle: Trumpeting Your Whistleblower Policies in Response to the SEC's New Whistleblower Program
July 28, 2011 Legal Alert: SEC Revamps Investment Adviser Regulatory Scheme as Mandated by the Dodd-Frank Act
July 22, 2011 Legal Alert: NAIC Releases Draft White Paper On Corporate Governance; At Odds With Existing Bodies of U.S. Law
June 10, 2011 Legal Alert: Impending Federal Government Shutdown: Steps to Take Now at SEC
April 7, 2011 Legal Alert: A New World Order: What Your Board Should Know About Proxy Access
September 23, 2010 Legal Alert: The Dodd-Frank Act: A New Era of Financial Regulation and the Implications for the Insurance Industry
August 3, 2010 Legal Alert: Proxy Plumbing: SEC Considers Extensive Renovation Job to the Proxy System
July 30, 2010 Legal Alert: It's Signed, Now for the Hard Part: What your Board Needs to Know About Corporate Governance and Executive Compensation Provisions in the Dodd-Frank Act
July 22, 2010 Legal Alert: NAIC Proposes Expansive New Governance, Risk Management and Reporting Duties on Insurance Holding Company Systems; A New Liability Profile Emerges for Directors and Senior Management
July 9, 2010 Legal Alert: Capitol Hill Takes on Executive Compensation and Corporate Governance
June 17, 2010 Legal Alert: Federal Reserve Publishes Rules Implementing Provisions of the CARD Act Relating to Gift Cards, Gift Certificates and Prepaid Cards
May 7, 2010 Legal Alert: The Dodd Bill Redux: The Senate Takes Aim at Financial Regulatory Reform
March 19, 2010 Legal Alert: SEC Warms to Climate Change
March 16, 2010 Legal Alert: Obama Administration Proposes Financial Crisis Responsibility Fee
January 15, 2010 Legal Alert: SEC Tackles Proxy Disclosure Rules
December 29, 2009 Legal Alert: Proposed Federal Insurance Office Act of 2009 Moves Forward
December 4, 2009 Legal Alert: The NAIC's New Model Audit Rule: Is Your Organization Ready?
October 29, 2009 Legal Alert: Say on Pay: It's Coming, Are You Ready?
October 5, 2009 Legal Alert: Impact of Financial Regulatory Reform on the Insurance Industry: Proposed Legislation to Implement the Regulatory Reform White Paper
August 5, 2009 Legal Alert: NAF Announces That It Will No Longer Arbitrate Consumer Disputes, and AAA Comes Tumbling After
July 27, 2009 Legal Alert: What Will Proxy Access Mean? The Debate Over Proxy Access
July 9, 2009 Legal Alert: Suitability, Solvency Modernization, International Accounting and Derivatives: The NAIC 2009 Summer Meetings
June 30, 2009 Legal Alert: Financial Regulatory Reform - A New Foundation: Rebuilding Financial Supervision and Regulation
June 23, 2009 Legal Alert: Financial Regulatory Reform - A New Foundation: Building Financial Supervision and Regulation
June 19, 2009 Legal Alert: FBAR Filing Requirement for Non-U.S. Persons Temporarily Suspended
June 8, 2009 Legal Alert: FBAR 2008 Revised Instructions Broaden the Class of Filers
June 3, 2009 Legal Alert: Regulatory & Legislative Corporate Governance Initiatives
May 20, 2009 Legal Alert: Recent Developments: The Federal Regulation of Insurance
May 19, 2009 Legal Alert: NAIC Requires Insurer Climate Risk Disclosure
May 12, 2009 Legal Alert: National Insurance Consumer Protection Act and Prospects for Federal Regulation of Insurance
April 13, 2009 Legal Alert: Optional Federal Charter Bill Introduced in House
April 3, 2009 Legal Alert: Regulation D Developments
March 5, 2009 Legal Alert: FDIC and OCC Introduce Modified Application Processes Relating to Troubled Bank Acquisitions
December 10, 2008 Legal Alert: House Financial Services Subcommittee Approves the Insurance Information Act of 2008 to Create an Office of Insurance Information
October 10, 2008 Legal Alert: Moving Forward with the Bailout - The Emergency Economic Stabilization Act of 2008 Becomes Law
October 3, 2008 Legal Alert: SEC and FASB Provide Clarification on Fair Value Accounting Rules
October 2, 2008 Legal Alert: Progress on the "Bailout" Proposal - The Senate Passes an Expanded Emergency Economic Stabilization Act of 2008
October 2, 2008 Legal Alert: The Evolving "Bailout" Proposal - Emergency Economic Stabilization Act of 2008
September 29, 2008 Legal Alert: SEC Issues Temporary Emergency Orders to Ban Short Selling of Financial Companies and Restore Market Liquidity
September 24, 2008 Legal Alert: SEC Approves Amendments Simplifying Disclosure Obligations for a Larger Number of Smaller Public Companies
January 16, 2008 Legal Alert: SEC Amends Rules 144 and 145 to Provide Increased Liquidity to Restricted Securityholders
January 14, 2008 Legal Alert: SEC Affirms Interpretation of Shareholder Proposals Rule Relating to the Election of Directors
January 2, 2008 Legal Alert: SEC Proposes Amendments to Provide Increased Liquidity to Restricted Securityholders
August 15, 2007 Legal Alert: Executive Compensation and Related Person Disclosure
November 9, 2006 Legal Alert: Executive Compensation and Related Person Disclosure
October 31,2006 Legal Alert: SEC Publishes Rulemaking for BDCs on Eligible Investments
October 30, 2006 Legal Alert: Tabular Disclosure of Executive Compensation
October 9, 2006 Legal Alert: Executive Compensation and Related Person Disclosure
September 12, 2006 Client Advisory: "Taking Private Equity Public"
July 20, 2006 Legal Alert: The SPAC Phenomenon: A Discussion of the Background, Structure and Recent Developments Involving Special Purpose Acquisition Companies
July 17, 2006 Legal Alert: NYSE Proposes Amendments to Proxy Voting Rules
June 28, 2006 Questions & Answers: Registration Process Reforms
February 13, 2006 Questions & Answers: Interaction with Regulation FD
January 17, 2006 Questions & Answers: Permissible Use of Free Writing Prospectuses
December 1, 2005 Securities Offering Reform Summary
November 4, 2005 Legal Alert: Securities Offering Reform Summary
November 4, 2005 Legal Alert: Securities Offering Reform: Summary
November 4, 2005 Legal Alert: SEC Postpones Compliance Date for Filing Internal Control Reports by Non-Accelerated Filers; Proposes Changes in Filing Deadlines for Forms 10-K and 10-Q and Accelerated Filer Definition
September 28, 2005 Legal Alert: A Primer on SPACs: An Explanation of the Purpose, Structure and Current Issues Affecting Special Purpose Acquisition Companies
August 10, 2005 Publications Blowing the Whistle: New SEC Rules Set the Stage for Increased Reporting of Potential Securities Law Violations
September-October 2011 Reprinted with permission Practical Compliance & Risk Management for the Securities Industry U.S. Structured Credit Roundtable: Business Development Companies Find Common Ground with Middle-Market CLOs
December 22, 2010 Reprinted with permission Standard & Poor's http://www.standardandpoors.com/ More Say On Pay: What Will It Mean
October 2010 Reprinted with permission ACC Docket, the authors and the Association of Corporate Counsel Copyright © 2010, the Association of Corporate Counsel. All rights reserved. SOX Certifications: 10 Tips for Good Housekeeping
Winter/Spring 2010 Partnering Perspectives Say on Pay: It's Coming, Are You Ready?
February 1, 2010 Reprinted with permission Tax Management Memorandum, Vol. 51, No. 3, Copyright 2010 by The Bureau of National Affairs, Inc. Say-on-Pay: It's Coming, Are You Ready?
Fall 2009 Partnering Perspectives Extra Credit
November 1, 2009 Reprinted with permission The Deal Say on Pay Advances to Senate
August 10, 2009 ACA Insight Publicly Traded Private Equity Regulatory Review
April 2009 Beating the Market by Staying Out
April 2009 Reprinted with permission The Investment Lawyer The Risk-Adjusted Board: How Should the Board Manage Risk?
March/April 2009 Reprinted with permission Corporate Governance Advisor Publicly Traded Private Equity Regulatory Review
November 2008 Publicly Traded Private Equity Regulatory Review
June 2008 Who Gets a 'Say on Pay'?
March/April 2008 Reprinted with permission, Corporate Governance Advisor Protecting Against Director Misconduct: A Risk Management Approach
January 19, 2007 Reprinted with permission, National Association of Corporate Directors Dealmakers Forecast 2007
January 2007 Alternative Public Offerings Roundtable
November, 2006 Reprinted with permission, Financier Worldwide Magazine Rules of the Road: Where Corporate Governance May Take You
January 2006 Reprinted with permission, Business to Business Magazine Corporate Secretary's Answer Book (2006)
2006 (Updated Annually) To Market, To Market
The article examines how the SEC's securities offering reform will change the way registered offerings are conducted....moreNovember 11, 2005 Reprinted with permission, Legal Times Money for Nothing
Cynthia M. Krus comments on SPACs
September 2005 Reprinted with permission, International Financing Review Corporate Governance Best Practices for Insurance Companies: The Current Perspective
May 2005 Shedding New Light on Business Development Companies
October 2004 Posted with permission from The Investment Lawyer Attorney Beware: Sarbanes-Oxley Act Pitfalls
August 18, 2003 Reprinted with Permission, PCAOB Reporter, August 18, 2003, Vol. I Issue 9 Corporate Governance Policy (Annotated Discussion Draft)
March 2003 The Business Development Company Solution
February 28, 2001 Posted with permission from The Review of Securities & Commodities Regulation "Clearing the Hurdles: How to Prepare for the New Corporate Governance Environment," chapter in the series titled Inside the Minds: Winning Legal Strategies for Corporate Governance, Aspatore Books (2006) Author, Corporate Secretary's Answer Book (2004) Co-author, "Mergers and Acquisitions," Capstone Publishing (2002) "Ten Tips When Faced With A Sell The Company Shareholder Proposal," Appendix A-15, Shareholder Proposal Handbook (November 2001) "The Business Development Company Solution," The Review of Securities & Commodities Regulation, Vol. 34, No. 4 (Feb. 28, 2001) "Rule 701 - Still an Option, But at What Price?" "Regulatory Challenges for New Age Incubators," wallstreetlawyer.com, Vol. 4, No. 3 (August 2000) Events Hot Topics and Trends in Business Development Companies
January 25, 2012 Sutherland Tax Series: Session II
December 6, 2011 National Association of Women Lawyers (NAWL) 7th Annual General Counsel Institute
November 3-4, 2011 BDC Quick Call
November 2, 2011 2011 BDC Roundtable
September 12-13, 2011 Corporate Counsel Institute: Change Comes to Washington and What It Means for In-House Counsel
March 10-11, 2011 BDC Quick Call: Recent Accounting and Regulatory Developments on Advisory Fees and Financing Transactions
March 3, 2011 Whistleblower Initiatives: What You Need to Know
January 26, 2011 BDC Quick Call: Affiliate Transactions
December 9, 2010 The ABCs of BDCs
November 10, 2010 ACC's 2010 Annual Meeting: "Be The Solution"
October 24-27, 2010 Preparing for the 2011 Annual Meeting: Proxy Access
September 29, 2010 2010 BDC Roundtable
September 13-14, 2010 2010 Proxy Issues: Say on Pay
July 27, 2010 The 2010 Proxy Season: A Review
June 30, 2010 WMACCA Corporate and Securities Forum
June 22, 2010 Webinar: What You (and Your Clients) Should Be Thinking About in Preparation for the 2010 Proxy Season
December 8, 2009 Association of Corporate Council (ACC) 2009 Annual Meeting
October 19, 2009 Business Development Companies: An Alternative Capital Source, Evaluating and Using BDCs to Finance Business Ventures
October 6, 2009 2009 BDC Roundtable
September 15-16, 2009 Counsel to Counsel (C2C) Forum
April 1, 2009 Wolters Kluwer CT - Securities CLE Conference
May 29, 2008 Essentials Seminar: "The Basics of Corporate Governance and Beyond"
January 31, 2008 49th NASBIC Annual Meeting
October 28-30, 2007 Sutherland Hosts Industry-Wide BDC Roundtable
September 4-5, 2007 2006 ADP Client Conference
October 25-27, 2006 SPACs: How to Use a Special-Purpose Acquisition Company
September 19, 2006 PIPEs Summit 2006
July 18-20, 2006 International Law Institute
July 19 - 20, 2005 M&A Boot Camp
June 13, 2005 ALIC 2005 Annual Meeting
May 21-22, 2005 SEC "Hot Topics" Institute Spring 2005
May 19, 2005 American Bar Association's Annual Spring Meeting
April 4, 2005 Counseling Compensation Committees in a Post Sarbanes-Oxley World
April 2005 Presentation to Merrill Lynch & Co., Inc. Regarding Capital Market Transactions Involving Real Estate Investment Trusts - January 2005
January 11, 2005 A Strategic Guide to Business Development Companies: The Latest Re-Emergence of BDCs
November 8, 2004 Society of Corporate Securities & Governance Professionals Conference
May 2003 |