Leland Samuel Benton leverages his five years working at the US Securities and Exchange Commission’s Division of Corporation Finance to counsel companies on the federal securities laws and corporate governance. He aids foreign and domestic clients in a wide range of industries with public and private capital markets transactions, periodic reporting, annual and special meetings, securities regulatory matters, restructurings, mergers and acquisitions, and divestitures, as well as compliance with Nasdaq and NYSE rules. Leland is also a member of the firm’s shareholder activism defense practice.
Extended Profile
At the SEC, Leland reviewed transactions including securities offerings, mergers and acquisitions and divestments, as well as periodic reports and proxy statements, and served as a member of the Rule 14a-8 Shareholder Proposal Taskforce, where he advised on the disposition of requests by public companies to exclude shareholder proposals from their proxy materials. He also served in a specialized office which critically evaluated the Division of Corporation Finance’s filing review program and internal controls for quality and consistency.
Prior to joining Morgan Lewis, Leland taught at the Georgetown University Law Center as an adjunct professor of law, and as a C.V. Starr Lecturer of Law at the Peking University School of Transnational Law in Shenzhen, China. He instructed foreign-trained attorneys on American common law jurisprudence, efficient research methods and legal analysis, as well as deal documentation, contract drafting, and legal research and writing. Leland regularly writes LawFlashes for the firm to keep clients up to date on current developments relevant to public companies, including the impact of COVID-19 on the regulatory framework in which public companies operate.
Selected Representations
Capital Markets Transactions
Counsel to a leading NYSE- and NYSE Chicago-listed electric utility holding company in connection with:
Public offering of approximately $1.15 billion of common stock forwards
Public offering of $1.2 billion of senior notes
Two public offerings by a publicly reporting subsidiary, focused on servicing Arkansas, of an aggregate of $450 million of first mortgage bonds
Two public offerings by a publicly reporting subsidiary, focused on servicing Louisiana, of an aggregate of $650 million of first mortgage bonds
Two public offerings by a publicly reporting subsidiary, focused on servicing Mississippi, of an aggregate of $305 million of first mortgage bonds
Three public offerings by a publicly reporting subsidiary, focused on servicing Texas, of an aggregate of $1.175 billion of first mortgage bonds
Public offering by a publicly reporting subsidiary, focused on servicing Texas, of $35 million of preferred stock
Counsel to a major private financial services partnership in connection with:
Private offerings of $600 million of senior notes sold primarily to domestic investors, and of ¥4.5 billion of senior notes, sold primarily to Japanese investors
Counsel to a prominent Nasdaq-listed financial services partnership in connection with:
Three private offerings for an aggregate of $1.05 billion of senior notes
Public exchange offers for freely tradable, registered equivalents to the privately placed senior notes
Counsel to a leading Nasdaq-listed commercial real estate services company in connection with:
Private offering of $550 million of senior notes
Public exchange offer for freely tradable, registered equivalents to the privately placed senior notes
Counsel to the finance subsidiary of an NYSE-listed electric utility company connection with:
Public offering of $500 million of junior subordinated debentures
Counsel to the wholly-owned public subsidiary, focused on servicing Florida, of an NYSE-listed electric utility in connection with:
Public offering of $500 million of first mortgage bonds
Counsel to an NYSE-listed major natural gas utility in the Pacific Northwest in connection with:
Two public offerings of Secured Medium-Term Notes for a total of $290 million
Public offering of approximately $93 million of common stock
Counsel to an NYSE-listed foreign charterer of container ships in connection with:
Public offering of approximately $56.5 million of common stock
Restructuring
Aided a Nasdaq-listed foreign oil transportation company in a reverse stock split
Assisted an NYSE-listed major gas utility in the Pacific Northwest in its restructuring into a holding company structure
Assisted a producer of electric mobility solutions with U.S. securities law issues in its restructuring and reverse merger into a public company listed on the Toronto Stock Exchange
Assisted the publicly reporting subsidiaries of a leading NYSE- and NYSE Chicago-listed electric utility holding company in connection with restructuring from corporations to Texas LLCs
Proxy Contests and Activist Campaigns
Counsel to a publicly-held incubator of technology-driven businesses in its defense against a possible proxy contest
Counsel to a publicly-held telecommunication company in its defense against a possible proxy contest
Prepared shelf poison pills for multiple clients
Private Company Representations
Represented a leading global provider of emigration services in its strategic acquisition
Assisted a start-up focused on disrupting freight brokering in issuing multiple rounds of securities as part of its financing plans
Assisted a major North American telecommunications group in its acquisition of Miami-area assets from a competitor
Education
Georgetown University Law Center, 2016, Certificate in Securities and Financial Regulation
University of California, Los Angeles School of Law, 2011, J.D.
McGill University, 2005, B.A., International Development Studies
