ABOUT
Jennifer Zepralka offers clients years of experience advising public companies on their obligations under the federal securities laws and on related corporate governance requirements. She also works with growth companies as they seek to raise capital under the federal securities laws and become public companies. Jennifer is the former Chief of the Office of Small Business Policy in the US Securities and Exchange Commission’s Division of Corporation Finance and has also held other roles within the Division over her years with the Commission.
At the SEC’s Office of Small Business Policy, Jennifer was responsible for administering the securities laws and regulations that particularly affect small businesses, including the smaller reporting company requirements, as well as the capital-raising exemptions from Securities Act registration. She was also responsible for interpreting and administering Regulation D, which is used by issuers of all sizes to raise amounts of capital that exceed the amount raised annually in registered offerings. Jennifer led the Division’s efforts on substantial revisions to the exempt offering framework, from the 2019 concept release through the 2020 adoption of changes to the accredited investor definition and rule amendments intended to harmonize and simplify the offering exemptions. Jennifer also played a key role in the drafting and implementation of the pay versus performance disclosure rules and participated in the recently adopted amendments to the SPAC rules.
Jennifer advises public companies with SEC disclosure documents and provides advice on reporting obligations, including compliance with SEC executive compensation disclosure requirements and Section 13 and Section 16 reporting. She advises on corporate governance matters, including advice regarding director independence, board committee structure and charters, codes of conduct, corporate governance guidelines, controls and procedures, CEO and CFO certifications, and NYSE and Nasdaq requirements.
For emerging companies, Jennifer provides practical advice on federal securities law compliance in connection with capital raising activities, including private placements of debt and equity under Regulation D, Section 4(a)(2), or other Securities Act exemptions from registration. Jennifer also advises companies, particularly in the fintech sector, on the securities law implications of their business models. Jennifer also advises pre-IPO companies on preparation for their initial public offerings.
The Legal 500 US recommends Jennifer for M&A/Corporate and Commercial: Corporate Governance, Financial Services Regulation: Banking, and Fintech, highlighting her role in “strengthening the team’s capabilities when advising on regulatory issues and securities law.”
