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.
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