Jennifer Carlson

Jennifer Carlson is a partner at Willkie, where she is a member of the Corporate & Financial Services Department and Capital Markets practice. Jen is based in Chicago and maintains an office in Palo Alto. With over 20 years of experience, Jen focuses her practice on capital markets transactions, public company disclosure and corporate governance matters for domestic and foreign companies. 

Jen regularly represents companies and investment banks in capital markets and finance matters, including debt and equity offerings and liability management transactions. In debt capital markets transactions, Jen focuses on investment grade note issuances, advising clients in both SEC-registered and Rule 144A/Regulation S offerings, including periodic shelf takedowns and MTN note programs. She is also experienced in structuring commercial paper programs and liability management transactions, including consent solicitations and cross-border tender offers.

In equity capital markets transactions, Jen manages offerings in common stock, preferred stock, and hybrid securities, ranging from small private issuances to exchange-listed IPOs and public follow-on offerings. She also represents clients in the growth and venture capital areas, where she advises on equity and convertible debt investments and commercial relationships for strategic investors.

In addition to her transactional practice, Jen advises companies and their boards of directors on SEC disclosures, stock exchange compliance, fiduciary duties, and corporate governance matters. Jen regularly counsels both domestic companies and foreign private issuers on SEC reporting requirements and stakeholder engagement, including shareholder proposals, and is proficient in SEC rules on beneficial ownership reporting requirements.