Ms. Birkeland is recognized as one of the Most Influential Women Lawyers in Chicago.Crain's Chicago Business 2017

Cathy A. Birkeland

  • 330 North Wabash Avenue, Suite 2800
  • Chicago, IL 60611
  • USA

Cathy Birkeland is Office Managing Partner of the Chicago office and former Global Co-Chair of Latham & Watkins' Capital Markets Practice. Ms. Birkeland’s practice focuses on capital markets transactions, public company representation, corporate governance, and advising boards of directors on corporate matters. 

Over her 22 years at Latham, Ms. Birkeland has gained deep knowledge and substantial experience in a broad array of capital markets transactions, including initial public offerings (IPO), dual track IPO/M&A processes, spin-off transactions, follow-on offerings, and block trades. Her clients include public and private companies of all sizes across the globe, from Fortune 500 companies to emerging growth companies, investment banking firms, investors, and private equity firms. Ms. Birkeland’s experience is across numerous industries, including technology, hospitality, REITs, consumer retail, financial services, biotechnology, pharmaceuticals, and manufacturing.

Drawing on her broad capital markets and securities law experience, as well as insights into the Securities and Exchange Commission (SEC) and regulatory processes, Ms. Birkeland also routinely advises public companies and their boards of directors on ’34 Act reporting and compliance matters, complex disclosure issues, corporate governance best practices, NYSE/Nasdaq listing compliance, and securities regulation matters, including tender offers, consent solicitations, private placements, Rule 144, Section 16, share repurchase programs, 10b5-1 trading plans, and financial reporting matters, among other corporate matters.

In addition to her active practice and leadership roles within the firm, Ms. Birkeland dedicates significant time to mentoring junior lawyers and is passionate about supporting the firm’s commitment to diversity. She has served on the firm’s Global Diversity Leadership Committee and was one of the founding partners of Latham’s annual Women’s Leadership Academy. She is also actively involved in 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. Ms. Birkeland is highly regarded by her clients and peers, and 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.” She was selected to the Crain’s Chicago Business 2019 list of Crain’s Notable Gen X Leaders in Law and the list of Chicago’s Notable Women Lawyers. The Chicago Business Journal also named Ms. Birkeland to its 2018 Women of Influence list.

Capital Markets Transactions
Issuers, underwriters, and investors routinely look to Ms. Birkeland to help them navigate the IPO process as a result of her experience in taking numerous companies public and her insights into the SEC, regulatory, and listing processes. 

Representative IPOs Ms. Birkeland has advised on include:

  • Beyond Meat, Inc.
  • Sprout Social, Inc. (pending)
  • Hyatt Hotels Corporation
  • Transunion
  • Performance Food Group
  • Parsons Corp.
  • LaQuinta Holdings, Inc.
  • SeaWorld Entertainment, Inc.
  • Orbitz, Inc.
  • Click Commerce, Inc.

Once public, issuers, and investors also seek Ms. Birkeland’s guidance and expertise to raise capital and further monetize their investments through follow-on offerings, ATM programs, and block trades. Her experience includes offerings for:

  • Hyatt Hotels Corporation
  • Ventas, Inc.
  • STORE Capital
  • Xenia Hotels & Resorts, Inc.
  • TransUnion
  • Performance Food Group
  • LaQuinta Holdings, Inc.
  • SeaWorld Entertainment, Inc.
  • MEMC Electronic Materials, Inc.
  • NuCO2 Inc.
  • West Corporation

Spin-off Transactions
Building on her significant experience and insights of the SEC registration and listing processes as well as “public company” readiness and corporate governance “best practices,” Ms. Birkeland has also represented multiple clients in spinning-off business segments and divisions to create stand-alone, independent publicly listed companies. Recently, she represented Delphi Automotive Plc in connection with the spin-off and listing of its powertrain systems segment, Delphi Jersey Holdings Plc. She also represented InvenTrust Properties Corp. in connection with its spin-off and listing of its lodging business, Xenia Hotels & Resorts, as well as the spin-off of its “non-core” assets to Highlands REIT, Inc.

Public Company Representation, Corporate Governance and Board Advisory Matters
Ms. Birkeland also advises public companies and their boards of directors on a day-to-day basis, including assisting them with ’34 Act reporting and compliance matters, complex disclosure issues, corporate governance “best practices,” NYSE/Nasdaq listing compliance, and securities regulation matters. Likewise, she also represents a number of privately-held companies in a wide array of corporate matters. Representative clients include:

  • Hyatt Hotels Corporation
  • Xenia Hotels & Resorts, Inc.
  • Ventas, Inc.
  • TransUnion
  • Stepan Company
  • InvenTrust Properties Corp.
  • Highlands REIT, Inc.
  • SeaWorld Entertainment, Inc.
  • Independent Directors of the Board of Directors of CNL Lifestyle Properties, Inc.
  • Standard International, LLC
  • Envoy Global, Inc.
  • Certain Pritzker Family Business Interests
Recent Publications
  • “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  
Recent Speaking Engagements
  • 38th Annual Ray Garrett Jr. Corporate & Securities Law Institute - “Navigating a Corporate Spinoff,” Chicago, Illinois, April 2018 
  • PLI Drafting Securities Filings 2016 - "Deconstructing the Registration Statement," Chicago, Illinois, November 2016
  • PLI 29th Midyear SEC Reporting & FASB Forum - "Non-Financial Disclosure: MD&A versus Earnings Releases - Best Practices," Chicago, Illinois, May 2014
  • From Red Herring to Green Shoe – The Path to a Successful IPO, “The IPO Process - State of the IPO Market, Public Company Readiness, Timing and Legal Considerations and the Exchange Listing Process” and "Forks in the Road - How to Successfully Run a 'Dual Track' M&A/IPO Process," Chicago, Illinois, January 29, 2013
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