With multibillion-dollar experience in public and private financings, Sanjay Shirodkar represents companies and underwriters in public and private equity offerings, tender offers, and mergers and acquisitions. His general corporate experience includes counseling clients on all aspects of the Sarbanes Oxley Act of 2002. He advises clients on a range of disclosure, corporate governance, fiduciary duty, stockholder, and analyst relations issues, as well as in corporate transactions.

Previously, Mr. Shirodkar was a Special Counsel with the Securities and Exchange Commission. While at the SEC, he handled a variety of matters, among them:

• Responded to no-action letter requests and provided interpretive advice to public companies and SEC staff regarding the Securities Act, the Securities Exchange Act and other federal securities laws;
• Supervised a task force of attorneys in reviewing disclosure deficiencies of over 1,200 public companies for potential Year 2000 disclosure issues;
• Co-supervised the Division of Corporation and Finance shareholder proposal task force of about a dozen attorneys in reviewing over 300 no-action letter requests.

He also advised SEC staff, including the Division of Enforcement, on possible civil violations of the federal securities laws in SEC filings.

Mr. Shirodkar also extensively publishes on corporate governance issues and is a frequent media commentator.

Representative Corporate Transactions

• Representation of Trident Microsystems regarding stockholder initiatives in 2009
• Representation of Facet Biotech Corporation regarding stockholder initiatives in 2009
• Visicu, Inc. completed $430 million acquisition by Royal Philips Electronics
• PHH Corporation proposed $9.3 billion acquisition by GE Capital and The Blackstone Group. This merger was terminated in 2008.
• Sizeler Property Investors completed $324 million acquisition by Revenue Properties
• FTI Consulting completed $260 million acquisition of Financial Dynamics
• Municipal bond offering by the Maryland Stadium Authority
• Assisted in SEC investigation of a global communications company
• Represented public companies in delisting proceedings by the Nasdaq
• Initial public offering of Common Stock of a telecommunication software provider, by Chase H&Q, Deutsche Banc Alex. Brown and Salomon Smith Barney
• Acquisition of a private telecommunication software company by a public company
• Represented a private company in a cash-out merger transaction by a public company

International Transactions

• Initial public offering of a US company that was expected to have its shares of common stock listed and admitted to trading on Euronext Amsterdam by NYSE Euronext, or Euronext Amsterdam.
• Legal audit of a company incorporated under Luxembourg law for compliance with provisions of the Sarbanes-Oxley Act of 2002. The company’s shares were traded on the Premier Marché of Euronext Paris and Brussels, on the Luxembourg Stock Exchange and on the Madrid, Barcelona, Bilbao and Valencia Stock Exchanges.
• Acquisition of all of the outstanding stock of a Dutch company by a US public company. The Dutch company provided satellite-based telephone and high-speed Internet access to small business and home office customers in Latin America, including Brazil, Argentina, Peru and Colombia. In connection with the sale, affiliates of the Dutch company transferred all of the assets used in connection with the business, including the stock of certain subsidiaries located in Colombia, Brazil and Peru.
• Tender Offer for shares of a US public company for cash and registered Ordinary Shares of an Israeli foreign private issuer.
• Sale of a division of a US public company to a Canadian corporation.
• Tender Offer for a majority of the shares of a US public company by an Israeli foreign private issuer for million cash.
• Debt-swap transaction between a US public company and a subsidiary of a foreign private issuer.

Corporate Governance and Compliance Issues

• Assisted companies to conduct reviews of internal policies and procedures to assure compliance with the Sarbanes-Oxley Act of 2002
• Drafted no-action letters to the SEC for public companies on matters such as executive compensation, expensing of stock options, corporate restructuring, and issues related to choice of accounting methods by public companies
• Assisted companies in preparing for stockholder meetings, earnings conference calls and responding to press, stockholder and analysts inquiries
• Assisted public companies in drafting and implementing insider trading policies, code of ethics for senior officers, code of corporate ethics and business conduct, disclosure control guidelines and corporate governance guidelines

Professional Certifications

• Certified Public Accountant
• Member, Maryland Bar Association
• Member, American Bar Association