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Jennifer Carlson
Partner, Corporate & Financial Services
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.
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.
Experience
- IFLR1000 – “Highly regarded” in the United States for Capital Markets: Debt and Capital Markets: Equity
- The Legal 500 US – Has been recommended in the corporate governance category and each of the capital markets categories: equity offerings, debt offerings, global offerings, and high yield debt offerings
- American Bar Association
- The Society for Corporate Governance
- Co-Author, “2024 U.S. Proxy Season: Proxy Voting, Governance, and ESG Matters,” Harvard Law School Forum on Corporate Governance, October 16, 2023
- Co-Author, “2024 U.S. Proxy Season: Recent Proxy and Annual Report Developments,” Harvard Law School Forum on Corporate Governance, October 9, 2023
- Co-Author, “Governance Reminders for a Period of Uncertainty,” Corporate Secretary, March 15, 2023
- Co-Author, “2023 US Proxy and Annual Reporting Season,” Harvard Law School Forum on Corporate Governance, October 8, 2022
- Co-Author, “Annual Review of Federal Securities Regulation,” The Business Lawyer; Summer 2019
- Speaker and Co-Chair, “Pocket MBA 2023: Finance for Lawyers and Other Professionals,” PLI, September 21, 2023
- Speaker, “The Society for Corporate Governance’s 2023 National Conference,” June 20, 2023
- Speaker, “The Society for Corporate Governance’s 2022 Eastern Regional Fall Conference,” October 14, 2022
- Speaker and Co-Chair, “Pocket MBA 2022: Finance for Lawyers and Other Professionals,” PLI, September 22, 2022
- Speaker, “42nd Annual Ray Garrett Jr. Corporate and Securities Law & 61st Annual Corporate Counsel Institute,” September 21, 2022
- Speaker, “Workiva Amplify 2022 Conference,” September 14, 2022
- Speaker, “Best Practices for Earnings Calls and Investor Updates,” Intelligize, August 10, 2022
- Speaker, “Preparing for the 2022 US Proxy & Annual Reporting Season,” Intelligize, December 8, 2021
- Speaker, “Annual Disclosure Documents 2021 Current Developments and Best Practices,” December 7, 2021
- Speaker and Co-Chair, “Pocket MBA 2021: Finance for Lawyers and Other Professionals,” PLI, September 27, 2021
- Speaker, “Drafting and Negotiating Corporate Agreements 2021,” PLI, February 8, 2021
Credentials
Education
Northwestern University School of Law, J.D. (cum laude), 2004 Augustana College, B.A. (magna cum laude), 1998