Gail S. Neely

  • Counsel
  • 1271 Avenue of the Americas
  • New York, NY 10020
  • USA
  • T +1.212.906.4578


Gail Neely advises clients on a variety of complex regulatory and corporate matters, including in connection with securities offerings.

Drawing on her sophisticated regulatory knowledge and in-depth experience, Ms. Neely delivers strategic and pragmatic counsel to broker-dealers, private equity firms, and public and private companies. Her company clients range from start-ups to soon-to-be-public companies to leading multinational corporations.

With experience spanning thousands of public offerings and private issuances, Ms. Neely helps clients successfully raise capital through an array of securities products. Her work includes a number of precedent-setting transactions, including the first-ever direct listing on behalf of Spotify. She also frequently advises on special purpose acquisition company (SPAC) initial public offerings and de-SPAC transactions.

Ms. Neely’s practice includes:

  • Securities issuances, including initial and follow on public offerings, private placements, direct listings, SPAC and de-SPAC transactions, mergers and acquisitions, and employee benefit issuances
  • Regulatory considerations and securities transactions for broker-dealers and investment advisors
  • FINRA Corporate Finance analysis
  • US stock exchange initial and continued listing requirements
  • State Blue Sky laws

Ms. Neely also advises clients on a pro bono basis. Her work includes representing New York inmates seeking clemency in partnership with the Legal Aid Society. She has also conducted research for non-governmental organizations on issues relating to child marriage and transgender rights.

Ms. Neely is a member of the American Bar Association’s Business Law Section sub-committees on the FINRA Corporate Finance Rules and Blue Sky Laws.


Ms. Neely has advised underwriter and issuer clients on over 500 public offerings and issuers on a comparable number of private issuances since joining the firm. Ms. Neely’s recent experience includes representing:

  • Spotify, the world’s largest global music streaming subscription service, in its groundbreaking direct listing on the New York Stock Exchange
  • The underwriters in the initial public offering of DouYu International Holdings Limited, a leading game-centric live streaming platform in China and a pioneer in the eSports value chain
  • The financial advisers to Slack Technologies, Inc. in its direct listing on the New York Stock Exchange
  • The underwriters in the initial public offering of Beyond Meat, Inc., a plant-based protein company
  • Sprout Social, a social media software management company, in its initial public offering
  • The underwriters in the initial public offering of SurveyMonkey Inc., a leading global provider of survey software products

Thought Leadership

  • Finders, Keepers: SEC Proposes Safe Harbor Framework for Unregistered Finders -  October 16, 2020
  • FINRA Issues Guidance on Implementation of Rule 5110 Amendments Relating to Public Offerings -  September 15, 2020
  • FINRA Issues Guidance and Sets Implementation Dates for Corporate Financing Rule Amendments  -  March 31, 2020
  • SEC Approves Amendments to FINRA’s New Issue Rules -  January 21, 2020
  • With Proposed Amendments to Rule 5110, FINRA Looks to Modernize Corporate Finance Regulation -  May 01, 2017
  • FINRA Proposal to Allow Broker-Dealers to Distribute Predictive Illustrations -  March 28, 2017
  • FINRA Announces New Notice Filing Obligations for Certain Private Placements -  October 02, 2012
Bar Qualification
  • New York
  • JD, Fordham University School of Law, 2012
  • BA, Barnard College, 1995
  • Financial Institutions
  • Capital Markets
  • Public Company Representation
  • Emerging Companies
  • Financial Regulatory