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Matthew Franker

Matt Franker has nearly twenty years of experience advising public and private companies, underwriters, and boards of directors in capital markets offerings, securities disclosure and compliance, corporate governance and ESG matters, mergers and acquisitions, and general corporate issues. Matt has significant experience representing companies from a broad range of industries, including life sciences, financial services, manufacturing, energy, consumer products, and telecommunications. Matt, a former SEC staff member, also has extensive experience advising clients on SEC rulemakings and regulatory proceedings.

Matt has been recognized in Legal 500 for his work on capital markets transactions, and his capital markets experience includes advising companies and underwriters on registered and exempt offerings of common and preferred equity securities and investment grade, high-yield and convertible debt securities, exchange offers, debt tender offers, and consent solicitations. Matt has an extensive securities advisory practice focused on assisting public companies in a wide variety of disclosure, corporate governance, and compliance matters.

Prior to joining Covington, Matt served as an attorney-adviser with the U.S. Securities and Exchange Commission's Division of Corporation Finance. While at the SEC, he worked on a wide variety of transactional and securities compliance matters, with an emphasis on the manufacturing, construction, and financial services industries. His experience at the SEC focused on IPOs, secondary offerings, mergers and acquisitions, exchange offers, going-private transactions, PIPEs and private equity financings and evaluating no-action requests to exclude shareholder proposals under Exchange Act Rule 14a-8.

The contentious 2020 election cycle, debate over hot-button issues, including the Supreme Court’s 2022 decision in Dobbs v. Jackson Women’s Health Organization, and increased investor focus on ESG matters (as well as criticism of such focus) have led to an increased focus on shareholder proposals requesting disclosure of corporate political expenditures.  This Covington Alert