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Sanjay M. Shirodkar

Partner
Co-Chair, Public Company and Corporate Governance Practice
About

Sanjay Shirodkar is resident in the firm's Washington, D.C. office and is the co-head of the firm's Public Company and Corporate Governance Practice. Before joining the firm, he was a Special Counsel in the Office of Chief Counsel, Division of Corporation Finance, at the US Securities and Exchange Commission.

Sanjay's practice includes advising US and non-US companies, including public companies and their boards, on federal securities law compliance, and corporate governance matters. He has extensive experience in SEC reporting and disclosure requirements, shareholder proposal and proxy matters, proxy access and shareholder activism and engagement. Sanjay regularly counsels public company clients on new and evolving disclosure and governance requirements and practices, including under the Dodd-Frank and JOBS Acts. Sanjay works with a diverse range of companies, from Fortune 500 to private companies, spanning multiple industries including life sciences, real estate, consumer products, and retail. He interprets and advises clients on complying with the rules and regulations of the SEC, the NYSE, and the NASDAQ.

Sanjay's practice also includes representing companies and underwriters in public and private equity offerings, tender offers, and mergers and acquisitions with experience in multi-billion-dollar transactions in a broad range of domestic and private financings and mergers and acquisitions. Additionally, he represents various REIT sponsors in connection with their M&A and capital raising activities.

Sanjay extensively publishes on corporate governance related topics and is frequently quoted in numerous national publications.

Bar admissionsDistrict of ColumbiaMaryland

Recent Corporate Transactions

  • Represent W.P. Carey Inc. (NYSE: WPC), a publicly-traded, net lease REIT, in connection with its entry into a merger agreement with Corporate Property Associates 17 — Global Incorporated, a publicly-held, non-traded REIT. The stock-for-stock transaction is valued at approximately US$6 billion
  • Represented Therapeutics AG (NASDAQ:NBRV) in its redomicile of its holding company from Austria to Ireland, by means of an cross-border Exchange Offer
  • Represented Pozen Inc., a US pharmaceutical company, in its cross-border merger with Tribute Pharmaceuticals, a Canadian public company, by way of Plan of Arrangement
  • Represent a real estate private equity firm in the completed buy-out of a publicly-traded REIT valued at about US$1.9 billion
  • Represent NYSE listed REITs in implementing "at-the-market" offering programs having an aggregate gross sales price of over US$600 million
  • Represent a NYSE listed REIT in an underwritten public offering of US$450 million aggregate principal amount of Senior Unsecured Notes and €500 million aggregate principal amount of Senior Unsecured Notes
  • Represent an issuer in a reorganization and merger to create a new US public company with a combined market capitalization of about US$5 billion
Corporate Governance and Compliance Issues
  • Assist companies in complying with all aspects of the, JOBS Act of 2012, Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the Sarbanes-Oxley Act of 2002
  • Represent several US public companies regarding stockholder initiatives and the restatement of financial statements
  • Draft and obtain no-action relief from the SEC for US public companies on matters such as executive compensation, corporate governance matters, expensing of stock options, corporate restructuring and issues related to choice of accounting methods
  • Assist US public companies in preparing for stockholder meetings, earnings conference calls and responding to press, stockholder and analysts inquiries
  • Assist US 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
Education
  • J.D., University of Maryland School of Law
  • B.S., Accounting, University of Maryland

Bylines

Seminars

  • SEC Initiatives in the Municipal Markets (June 2013)

Media Mentions

Sanjay has been extensively quoted in the media, including in the following articles:

Prior Experience

Previously, Sanjay 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 in reviewing over 300 no-action letter requests

Additional Accreditation

  • Certified Public Accountant (inactive)

Memberships And Affiliations

  • D.C. Bar Association
  • Maryland Bar Association
  • American Bar Association
Civic and Charitable
  • Board Member, Susan G. Komen ® Maryland

Connect

Phone

+1 202 799 4184
(Work, Washington, DC)
+1 410 580 4184
(Work, Baltimore (Mount Washington))