Sean M. Donahue counsels public companies and their Boards of Directors on securities regulation, capital markets transactions, mergers and acquisitions, and shareholder activism defense matters. Sean uses his experience as a former staff member of the SEC’s Division of Corporation Finance to counsel public companies on SEC public reporting, corporate governance, capital markets transactions, and NYSE and Nasdaq compliance issues. He also advises public companies in high-profile proxy contests, activist shareholder campaigns, and negotiated and contested mergers and acquisitions. In addition, Sean has significant experience gained from his time at the SEC and in private practice representing companies and financial sponsors in transactions involving special purpose acquisition corporations (SPACs).
Prior to joining Morgan Lewis, Sean served as an attorney-adviser with the SEC in the Division of Corporation Finance. While at the SEC, Sean worked on a number of transactional and securities compliance matters. He uses his extensive experience with SEC disclosure issues to advise public companies in connection with securities regulatory and activist defense matters.
SPAC Transactions
Proxy Contests and Activist Campaigns
Unsolicited Takeovers
Mergers & Acquisitions
Capital Markets Transactions
An NYSE-listed manufacturer of consumer and professional products ($19 billion market cap)
An NYSE-listed manufacturer of insulation, roofing, and fiberglass composites ($5 billion market cap)
An NYSE-listed real estate investment trust owning electric transmission assets ($1.3 billion market cap)
An NYSE-listed retail propane marketer ($3.6 billion market cap)
An NYSE-listed natural gas distribution utility ($1.9 billion market cap)
An NYSE-listed global insurance company ($11.3 billion market cap)
An NYSE-listed leading steel producer ($4.5 billion market cap)
An NYSE-listed financial holding company ($2.0 billion market cap)
An SEC-registered natural gas distribution utility
An SEC-registered electric utility
Next Generation Lawyer, M&A/corporate and commercial: shareholder activism: advice to boards, The Legal 500 US (2019, 2020)
Recommended, Finance: Capital markets: debt offerings - advice to issuers, The Legal 500 US (2018, 2019)
Recommended, Finance: Capital markets: equity offerings, The Legal 500 US (2018)
Member, Securities Law Committee, Society for Corporate Governance
Member, Federal Regulation of Securities Committee, American Bar Association
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