Cathy A. Birkeland

  • Partner
  • Ecathy.birkeland@lw.com
  • 330 North Wabash Avenue, Suite 2800
  • Chicago, IL 60611
  • USA
  • T +1.312.876.7681
  •  
 

Profile

Cathy Birkeland, Chicago Office Managing Partner and former Global Co-Chair of the Capital Markets Practice, helps issuers, underwriters, and investors execute successful capital markets transactions, and advises public companies and boards of directors on corporate governance and securities law matters.

For more than two decades, Ms. Birkeland has advised clients on a broad array of capital markets transactions, including:

  • Initial public offerings (IPO)
  • Dual track IPO/M&A processes
  • Spin-off transactions
  • Follow-on offerings
  • Block trades
  • ATM programs

Ms. Birkeland advises public and private companies of all sizes across the globe, including Fortune 500 companies, emerging growth companies, investment banking firms, investors, and private equity firms. She has experience with numerous industries, including technology, hospitality, REITs, consumer retail, financial services, biotechnology, pharmaceuticals, and manufacturing.

When counseling public companies and their boards of directors, she draws on her insights into the Securities and Exchange Commission (SEC) and regulatory processes to advise on:

  • ’34 Act reporting
  • Complex disclosure requirements
  • Corporate governance best practices
  • NYSE/Nasdaq listing
  • Securities regulation
  • Tender offers
  • Consent solicitations
  • Private placements
  • Rule 144
  • Section 16
  • Share repurchase programs
  • 10b5-1 trading plans
  • Financial reporting

Highly regarded by clients and peers, Ms. Birkeland has been named as one of the Most Influential Women Lawyers in Chicago by Crain’s Chicago Business, which recognized her as a “first-rate capital markets lawyer.” The Chicago Business Journal also named Ms. Birkeland to its 2018 Women of Influence list.

She regularly speaks on capital markets and corporate governance matters at industry conferences. She serves on the Executive Committee of the annual Ray Garrett Jr. Corporate & Securities Law Institute, sponsored by Northwestern Pritzker School of Law.

Leadership

Complementing her active practice, Ms. Birkeland mentors junior lawyers and passionately supports Latham’s commitment to diversity. She has served on the firm’s Global Diversity Leadership Committee, helped found the firm’s annual Women’s Leadership Academy, and is a spokesperson for diversity issues.

Ms. Birkeland also contributes to the Chicago community, serving on the Heart Leadership Council of the Ann and Robert H. Lurie Children’s Hospital of Chicago and the Chicago Board of Camp Kesem, a national organization that supports children through and beyond their parent’s cancer, and is a member of The Chicago Network.

Experience

Capital Markets Transactions

Ms. Birkeland has advised on numerous IPOs including:

  • Vital Farms
  • Beyond Meat
  • Parsons
  • Sprout Social
  • Hyatt Hotels
  • TransUnion
  • Performance Food Group
  • LaQuinta Holdings
  • SeaWorld Entertainment
  • Orbitz
  • Click Commerce

She has also helped clients raise capital and further monetize their investments through follow-on offerings, ATM programs, and block trades. Her experience includes offerings for:

  • Hyatt Hotels
  • Ventas
  • STORE Capital
  • Xenia Hotels & Resorts
  • TransUnion
  • Performance Food Group

Spin-off Transactions

Ms. Birkeland has also represented multiple clients in spinning-off business segments and divisions to create stand-alone, independent publicly listed companies, including:

  • Aptiv (formerly Delphi Automotive) in connection with the spin-off and listing of its powertrain systems segment, forming Delphi Technologies
  • InvenTrust Properties:
    • Spin-off and listing of its lodging business, Xenia Hotels & Resorts
    • Spin-off of its “non-core” assets to Highlands REIT

Public Company Representation, Corporate Governance, and Board Advisory Matters

Ms. Birkeland advises public companies and their boards of directors on a day-to-day basis. Representative clients include:

  • Hyatt Hotels
  • TransUnion
  • Xenia Hotels & Resorts
  • Ventas
  • Abbott
  • Beyond Meat
  • InvenTrust Properties
  • SeaWorld Entertainment
  • Certain Pritzker Family Business Interests
Thought Leadership

“Spin-offs Unraveled:  Complex ‘IPOs’ with a Sophisticated Tax Overlay – Key Considerations when Spinning Off a Business Segment or Division” - Harvard Law School Corporate Governance Forum (October 31, 2019)

“Gender Diversity in Boardrooms Gains Momentum” - Crain’s Chicago Business (November 9, 2018)

“Regulatory: Navigating the 'Dual Track' IPO/M&A process” - Inside Counsel, April 10, 2013

Thought Leadership

  • The Latham US IPO Guide -  June 30, 2021
  • Spin-offs Unraveled: Complex ‘IPOs’ With a Sophisticated Tax Overlay -  October 09, 2019
  • Gender Diversity in Boardrooms Gains Momentum -  November 9, 2018
  • Boardroom Perspectives: Gender Diversity in Boardrooms Gains Momentum -  August 31, 2018
  • Regulatory: Navigating the “Dual Track” IPO/M&A process -  April 10, 2013
  • Understanding the New Independence Rules for Compensation Committees and their Advisers -  October 09, 2012
  • Corporate Governance Commentary: Proxy Access and Advance Notice Bylaws in the Wake of Invalidation of the SEC’s Proxy Access Rule: An Approach to Private Ordering -  November 30, 2011
  • Corporate Governance Commentary: Future of Institutional Share Voting Revisited: A Fourth Paradigm -  September 7, 2011
  • Corporate Governance Commentary: New York Stock Exchange Extends, Expands Temporary Easing of Continued Listing Standards Until June 30, 2009 -  March 4, 2009
  • Corporate Governance Commentary: New York Stock Exchange Temporarily Lowers Minimum Average Global Market Capitalization Continued Listing Requirement to $15 Million through April 22, 2009 -  February 12, 2009
  • Corporate Governance Commentary: NASDAQ Extends Suspension of Listing Requirements in Response to Continued Economic Turmoil Until April 20, 2009 -  December 12, 2008
  • Strategies For Dealing With Shareholder Proposals -  December 15, 2008
Ms. Birkeland is recognized as one of the Most Influential Women Lawyers in Chicago.Crain's Chicago Business 2017
Bar Qualification
  • Illinois
Education
  • JD, Northwestern University School of Law, 1997
    cum laude
  • BA, Dartmouth College, 1994
    cum laude
Industries
  • Entertainment, Sports & Media
  • Hospitality, Gaming & Leisure
  • REITs
Practices
  • Public Company Representation
  • Capital Markets
  • Corporate Governance