Joel H. Trotter

Joel H. Trotter is the global Co-chair of the Public Company Representation Practice and the Co-chair of the firm's national office, a central resource for clients and Latham attorneys facing complex issues arising under the US securities laws. From 2008 to 2017, he served as Co-chair of the Corporate Department in the Washington, D.C. office.

Mr. Trotter's practice focuses on capital markets transactions, mergers and acquisitions, securities regulation and general corporate matters. Mr. Trotter represents major NYSE and Nasdaq companies and counsels issuers and underwriters in the public offering process and in other SEC-related matters. He serves as special counsel for boards of directors, audit committees and special committees on governance issues, corporate crises and business combination proposals.

As one of two lawyers on the IPO Task Force, Mr. Trotter served as a principal author of the IPO-related provisions of the JOBS Act of 2012, enacted by a nearly unanimous Congress.

Recognition Highlights

A Law360 survey named Mr. Trotter one of the "10 Most Admired Securities Attorneys" from more than 1,000 nominations. The survey identified him as "one of the firm's go-to sources for advice," noting his "deep expertise and excellent judgment" on sophisticated securities matters, and describing him as a "smart, creative and responsive" counselor who "knows how to listen" and is "always available and never seems stressed."

The Legal 500 US (2016) selected Mr. Trotter as a recommended lawyer for Corporate Governance (Tier 1), and Law Business Research has previously included him in its International Who's Who of Capital Markets Lawyers.

Mr. Trotter has represented:

• Issuers and underwriters in over 150 IPOs in which he served as the firm's national office advisor on complex issues
• ArthroCare in its earnings restatement and subsequent US$1.7 billion acquisition by Smith & Nephew
• Carlyle in corporate governance matters and strategic securities law issues
• Checkpoint Systems in its US$443 million sale to CCL Enterprises
• Fannie Mae in one of the largest earnings restatements in history
• Fantex in its IPO of tracking stocks linked to Vernon Davis, Arian Foster, EJ Manuel and others
• FMC Technologies in its US$13 billion merger of equals with Technip
• Kimco Realty on corporate governance matters and in debt and equity issuances of over US$3.7 billion
• Omnicom on major strategic issues and corporate governance matters
• Starbucks on corporate governance and securities matters
• VEON on corporate governance matters and the registered resale of US$556 million of American depository shares

Mr. Trotter also has extensive experience obtaining favorable outcomes before the SEC's Division of Corporation Finance, including results yielding multi-million US dollar cost savings:

• Resolved for IPO issuers interpretive questions under JOBS Act statutory provisions of which Mr. Trotter was a principal author
• Successfully avoided earnings restatements and defended the outcomes with the SEC Staff, including a scenario in which out-of-period adjustments correcting errors equal to 9% of annual net loss were deemed not material
• Successfully procured SEC Staff waivers from financial statement requirements in periodic reporting and transactional matters
• Resolved multiple auditor independence violations for public companies whose financial statements, absent SEC waiver, would have required re-audit
• Obtained SEC exemptive relief from mandatory periodic reporting to defeat a hedge fund's economically coercive attempt to trigger Exchange Act registration

• Hail, Hail Freedonia: Frequently Asked Questions About SEC Registration on Schedule B by Sovereign Issuers -  26 April 2017
• Boardroom Perspectives: How Directors Can Use Sustainability to Drive Value -  21 March 2017
• When Acronyms Collide: 20 FAQs for FPIs as IFRS Meets XBRL -  16 March 2017
• US Tax Reform: Strategies for Executing Transactions in the Face of Uncertainty -  02 March 2017
• XBRL for Foreign Private Issuers: Coming Next Year -  02 March 2017
• Defining Foreign Private Issuers: Are You a Wizard or a Muggle? -  08 February 2017
• Financial Statement Requirements in US Securities Offerings -  11 January 2017
• The IPO Playbook -  19 December 2016
• Key Metrics: Thoughts for Directors  -  November 22, 2016
• Desktop Staleness Calendar for 2017 Offerings -  06 September 2016
• Tips for Upsizing and Downsizing an IPO -  08 August 2016
• Refreshing the Board -  29 July 2016
• Board Composition: Refreshing the Board -  19 July 2016
• The Latham US IPO Guide -  11 July 2016
• Recommended Proxy Disclosure for Director Elections and Other Proposals -  03 March 2016
• Navigating the SEC’s Proposed Clawback Mandate -  01 January 2016
• What You Should Know Going Into the IPO Market -  15 December 2015
• Maintaining Director Confidentiality -  07 October 2015
• Activist Hot List: Fall 2015 -  02 October 2015
• Anticipating Activism: Implications for Your 2016 Annual Meeting of Stockholders -  02 October 2015
• How to Navigate the SEC’s Proposed Mandate on Clawbacks -  04 August 2015
• Boardroom Perspectives: Oversight of Material Litigation in Four Practical Steps -  30 June 2015
• The 2015 Latham FPI Guide: Accessing the US Capital Markets from Outside the United States -  23 June 2015
• SEC Adopts Regulation A+ Rules -  07 April 2015
• Securities and Exchange Commission: Critical Issues Facing Public Companies -  01 April 2015
• Three Practical Steps to Oversee Enterprise Risk Management (ERM)  -  26 March 2015
• Director Tenure: A Solution in Search of a Problem -  18 December 2014
• Guide to Acquired Business Financial Statements -  18 September 2014
• Boardroom Perspectives: Three Practical Steps to Managing FCPA & Anti-Corruption Risks -  04 June 2014
• The JOBS Act, Two Years Later -  04 April 2014
• The Last Days of Disco Ops -  11 March 2014
• The Good, the Bad and the Offer: Law, Lore and FAQs -  06 March 2014
• Boardroom Perspectives: Three Practical Steps to Stay Ahead of Shareholder Activism -  05 March 2014
• 6 Habits of Highly Effective Boards  -  15 August 2013
• How Boards Can Stay Ahead: Strategic Governance in Six Practical Steps -  29 July 2013
• “You Talkin’ to Me?” -  25 July 2013
• La SEC elimina la prohibición contra la publicidad general en las ofertas privadas de valores en Estados Unidos -  15 July 2013
• SEC Adopts Repeal of Ban on General Solicitation; Proposes New Reg D Requirements  -  11 July 2013
• 10 Rules for Public Companies When Giving Guidance -  01 July 2013
• CFTC’s Clearing Deadline May Loom for Certain REITs -  07 June 2013
• What’s the Deal with Regulation M? -  30 May 2013
• The JOBS Act After One Year: A Review of the New IPO Playbook -  04 April 2013
• Q&A: New SEC Disclosure Requirements Take Effect -  07 February 2013
• US Sanctions Against Iran Continuing To Expand -  28 January 2013
• Giving Good Guidance on Earnings -  01 January 2013
• The JOBS Act, Part Deux: Frequently Asked Questions About Title II of the JOBS Act -  13 December 2012
• Giving Good Guidance: What Every Public Company Should Know -  18 October 2012
• Rules of Engagement: Building Relationships with Your Shareholders Through Effective Communication -  18 October 2012
• SEC Adopts "Conflict Minerals" Rules -  20 September 2012
• The Working World, Issue 15, May 2012 -  10 May 2012
• The JOBS Act After Two Weeks: The 50 Most Frequently Asked Questions -  23 April 2012
• Video: Joel Trotter and Alex Cohen Discuss the IPO Task Force -  17 April 2012
• The JOBS Act and General Solicitation: Impact on Private Offerings During the Period Prior to SEC Rulemaking -  05 April 2012
• The JOBS Act Establishes IPO On-Ramp -  27 March 2012
• The Bought Deal Bible -  15 March 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
• Recent Developments In Recent Developments — Using “Flash” Numbers in Securities Offerings -  June 1, 2011
• Corporate Governance Commentary: Private Ordering in the Brave New World of Proxy Access -  November 3, 2010
• Cheap Stock: An IPO Survival Guide -  August 12, 2010
• A Tale of Two Clawbacks: The Compensation Consequences of Misstated Financials -  August 10, 2010
• Upsizing and Downsizing Your IPO -  July 14, 2010
• Second Circuit Wades Into the PSLRA Safe Harbor
  The Lessons of Slayton v. American Express for Forward-Looking Statements -  June 10, 2010
• Rules of the Road for the SEC's Corp Fin Review Process -  May 17, 2010
• Fourth Update: New Short-Selling Restrictions in the United States and Recommendations For a Pan-European Short-Selling Disclosure Regime -  March 22, 2010
• Adjusted EBITDA Is Out of the Shadows as Staff Updates Non-GAAP Interpretations -  February 22, 2010
• Proposed Amendments to Rule 10b-18 Under the Exchange Act -  February 2, 2010
• Interpretive Issues Related to Recent Changes to the New York Power of Attorney Law -  January 27, 2010
• Corporate Governance Commentary: Proxy Access Bulletin No. 4, Proxy Access Rules will not be in Effect for Upcoming Proxy Season -  October 5, 2009
• Merger Arbitrage, Beneficial Ownership Reporting and Proxy Contests: Reflections on the Commission's Perry Order -  October 1, 2009
• Zacharias and Implications for Section 5 Liability -  August 3, 2009
• Corporate Governance Commentary: Proxy Access Bulletin No. 3, Proxy Access Proposed Rules Published by SEC -  June 15, 2009
• Declining Market Capitalizations and the Impairment of Goodwill -  February 10, 2009
• SEC Accepts Financial Statements From Foreign Private Issuers Without Reconciliation to US GAAP If Prepared Under International Financial Reporting Standards -  January 16, 2008