Kristen advises publicly and privately held businesses regarding an array of corporate and securities laws matters, including public offerings and private placements of debt and equity securities, mergers and acquisitions, joint ventures, and other general corporate governance matters.

Overview
Representative Matters
Insights

Kristen counsels businesses through all phases of the business life cycle, from formation, capital raising, expansion, and growth up to, and including, the sale or wind-down of a business. She represents business owners as both buyers and sellers in negotiating a variety of corporate reorganization transactions, including mergers, asset acquisitions, and stock acquisitions. Her experience in counseling clients regarding U.S. and cross-border merger and acquisition transactions enables her to negotiate complex transaction terms and gives her a deeper understanding of the business needs of companies in varying industries.

Kristen also advises clients and their boards of directors regarding securities disclosure requirements, Exchange Act compliance and corporate governance matters, including board of director and committee requirements, policies, procedures and committee charters, and other general governance matters.

Additionally, Kristen represents sponsors, operators, and investors in the formation, offering, and operation of private investment funds, and represents issuers and broker-dealers in public and private offerings of equity and debt securities.

  • Represented an early-stage biotechnology company adeno-associated virus (AAV)‑based gene therapies in a reverse merger with a special purpose acquisition company for a total deal value of $95.1 million.
  • Advised a UK-based oil and gas exploration and production company in its underwritten rights issue of ordinary shares in the UK with a concurrent private placement in the U.S. under Rule 144A, for gross proceeds of approximately $750 million.
  • Counseled a Canadian specialty pharmaceutical company on its initial public offering of common shares in the United States (for gross proceeds of approximately $72.5 million) and Nasdaq listing, SEC reporting obligations, and acquisition for approximately $635 million in cash.
  • Advised a Canadian specialty pharmaceutical company on its SEC reporting and capital infusion of $350 million via equity, debt, and a credit line, and its acquisition for $146 million (combined market cap of $400 million) in a tax inversion transaction.
  • Represented a Nasdaq-listed owner and operator of franchised and franchisable businesses in its $2.6 billion “going private” acquisition by its senior management team in partnership with an investor consortium.
  • Represented a Nasdaq-listed owner and operator of franchised and franchisable businesses in multiple acquisitions and dispositions.
  • Represented a Nasdaq-listed recovery audit firm in its $200 million “going private” acquisition by private equity.
  • Represented a North Carolina-based developer in the negotiation and a joint venture with JP Morgan for the development of a mixed-used project.
  • Counsel to a developer in the financing of and its equity investment in a luxury hotel in San Diego, CA, valued at $216 million.
  • Advised a sponsor in the negotiation of a joint venture for the acquisition and development of a 96 megawatt data center in Northern Virginia.
  • Represents sponsors, operators, and U.S. and non-U.S. institutional investors in real estate joint venture transactions.
  • Represents sponsors and investors in the formation, offering, and operation of private investment funds, including GP funds, LP co-invest funds, employee co-invest funds, venture capital funds, and private equity funds.
  • Represented multifamily apartment home developers in connection with various joint ventures for the development of projects located throughout the U.S.

Kristen counsels businesses through all phases of the business life cycle, from formation, capital raising, expansion, and growth up to, and including, the sale or wind-down of a business. She represents business owners as both buyers and sellers in negotiating a variety of corporate reorganization transactions, including mergers, asset acquisitions, and stock acquisitions. Her experience in counseling clients regarding U.S. and cross-border merger and acquisition transactions enables her to negotiate complex transaction terms and gives her a deeper understanding of the business needs of companies in varying industries.

Kristen also advises clients and their boards of directors regarding securities disclosure requirements, Exchange Act compliance and corporate governance matters, including board of director and committee requirements, policies, procedures and committee charters, and other general governance matters.

Additionally, Kristen represents sponsors, operators, and investors in the formation, offering, and operation of private investment funds, and represents issuers and broker-dealers in public and private offerings of equity and debt securities.

  • Represented an early-stage biotechnology company adeno-associated virus (AAV)‑based gene therapies in a reverse merger with a special purpose acquisition company for a total deal value of $95.1 million.
  • Advised a UK-based oil and gas exploration and production company in its underwritten rights issue of ordinary shares in the UK with a concurrent private placement in the U.S. under Rule 144A, for gross proceeds of approximately $750 million.
  • Counseled a Canadian specialty pharmaceutical company on its initial public offering of common shares in the United States (for gross proceeds of approximately $72.5 million) and Nasdaq listing, SEC reporting obligations, and acquisition for approximately $635 million in cash.
  • Advised a Canadian specialty pharmaceutical company on its SEC reporting and capital infusion of $350 million via equity, debt, and a credit line, and its acquisition for $146 million (combined market cap of $400 million) in a tax inversion transaction.
  • Represented a Nasdaq-listed owner and operator of franchised and franchisable businesses in its $2.6 billion “going private” acquisition by its senior management team in partnership with an investor consortium.
  • Represented a Nasdaq-listed owner and operator of franchised and franchisable businesses in multiple acquisitions and dispositions.
  • Represented a Nasdaq-listed recovery audit firm in its $200 million “going private” acquisition by private equity.
  • Represented a North Carolina-based developer in the negotiation and a joint venture with JP Morgan for the development of a mixed-used project.
  • Counsel to a developer in the financing of and its equity investment in a luxury hotel in San Diego, CA, valued at $216 million.
  • Advised a sponsor in the negotiation of a joint venture for the acquisition and development of a 96 megawatt data center in Northern Virginia.
  • Represents sponsors, operators, and U.S. and non-U.S. institutional investors in real estate joint venture transactions.
  • Represents sponsors and investors in the formation, offering, and operation of private investment funds, including GP funds, LP co-invest funds, employee co-invest funds, venture capital funds, and private equity funds.
  • Represented multifamily apartment home developers in connection with various joint ventures for the development of projects located throughout the U.S.
  • Vice president of Financial Development, Junior League of Norfolk–Virginia Beach (2012-2014)
  • Member, Junior League of Nashville (2014-present)
  • Alumni ambassador, College of William and Mary (2012-present)
  • Board member, The Old Coast Guard Station Museum (2010-2014)

Education

  • William & Mary Law School, J.D., 2010
  • James Madison University, B.B.A., summa cum laude, 2007

Bar Admissions

  • New York
  • Virginia
  • Tennessee

Court Admissions

  • U.S. District Court, Eastern District of Virginia
  • U.S. Bankruptcy Court, Eastern District of Virginia
  • Supreme Court of Virginia
  • U.S. District Court, Western District of Virginia
  • U.S. Court of Appeals, State of New York
  • Supreme Court of Tennessee

Clerkships

  • Hon. Mary Jane Hall, Norfolk Circuit Court, 2010-2011
  • Hon. John R. Doyle, III, Norfolk Circuit Court, 2010-2011
  • “Courts Continue to Uphold Forum-Selection Bylaws,” Westlaw Corporate Newsletter, Thomson Reuters, 2017.