Elizabeth A. Diffley



Elizabeth Diffley co-leads Faegre Drinker's full-service ESG practice. She is an accomplished and pragmatic adviser to public and private clients on corporate and securities matters, including capital-raising transactions, public company reporting and compliance, corporate governance, and mergers and acquisitions. She has advised clients on major transactions and critical governance and disclosure matters.

Capital Markets, Securities and Governance

Beth advises companies, boards and their committees on corporate governance, state corporate law and related matters. She assists public company clients with U.S. Securities and Exchange Commission (SEC) reporting requirements, proxy disclosures, director independence and board composition matters, board and committee charters and governance guidelines, disclosure controls and procedures, listing standards and annual meetings. Beth advises boards and committees on complex governance issues, with a particular focus on Delaware and Pennsylvania law. She also keeps abreast of, and advises clients on, proxy advisory and institutional investor policies and environmental, social and governance (ESG) developments, helping clients navigate an ever-evolving landscape.

A skilled capital markets adviser, Beth counsels issuers, underwriters, investors and selling stockholders on registered equity offerings, including initial public offerings, debt offerings, tender offers, shelf registration statements and private placements of securities. She has advised clients on a broad range of financing transactions, including high-yield and convertible debt, Eurobonds, at-the-market programs and restructurings.

Before joining the firm, Beth practiced in the Paris office of a New York law firm, advising on cross-border securities offerings and compliance with U.S. securities laws and reporting obligations.

Representative Experience

  • A number of issuers with respect to SEC reporting compliance obligations on an ongoing basis, including drafting and reviewing periodic reports and proxy statements, and advising on corporate governance and other strategic matters
  • Several companies on ESG disclosure practices on an ongoing basis, including drafting and reviewing reports, advising on internal controls, and providing education on regulatory and other developments
  • An insurance company in numerous registered offerings, including common stock, convertible debt, straight debt and tender offers to repurchase outstanding debt
  • A SaaS company in a convertible debt offering and debt management repurchase of outstanding notes
  • A clinical-stage biotechnology company in several registered underwritten offerings of common stock and warrants including an "at-the-market" facility, as well as private placements
  • Selling stockholder in several registered secondary offerings of NYSE-listed common stock for aggregate net proceeds of nearly $180 million
  • A medical device company focused on spine surgery in its initial public offering
  • Several multinational financial services institutions as issuers in registered offerings of perpetual hybrid capital securities
  • A special committee of the board of directors of a publicly traded MLP in connection with its conversion to a publicly traded corporation
  • Several public companies in PIPE capital raisings and registered direct offerings
  • Investors in various PIPE offerings, as well as ongoing ownership reporting obligations

Auditing Experience

Beth previously worked in audit services for PricewaterhouseCoopers, and she offers sound business judgment and valuable insight on matters related to accounting and financial reporting.

Personal Interests

Beth is committed to gender justice, inclusive economic development and civic and community engagement. She supports these efforts through leadership in local nonprofit organizations.

Related Industries


Bar Admissions



Certified Public Accountant


University of Pennsylvania Law School
J.D. magna cum laude (2004)

University of Pennsylvania
B.S. summa cum laude (1999)

Insights & Events

Other Perspectives

Firm Blog Contributions

  • Enforcement Highlights – a blog that provides reports, discussions and analyses on noteworthy trends in the enforcement and regulatory activity of the SEC and other agencies

Leadership & Community

Professional Associations

  • Society for Corporate Governance
  • Pennsylvania Bar Association — Business Law Section, Title 15 Committee
  • Global Alliance of Impact Lawyers

Civic Activities

  • Alliance Française of Philadelphia — Board President
  • Gender Justice Fund — Board of Directors
  • Social Venture Partners Philadelphia (affiliated with the United Way of Southeastern Pennsylvania and Southern New Jersey) — Founding Partner
  • Greater Philadelphia Leadership Exchange — 2024 Conference Co-chair and Advisory Board Member
  • Economy League of Greater Philadelphia — Advisory Board
  • Medical Students for Choice — Former Board Member

Firm Leadership

  • Faegre Drinker — ESG Task Force; Opinion Counsel; Securities Counsel


  • Faegre Drinker — Pro Bono Honor Roll, 2021-22
Awards Methodology
No aspect of these recognitions has been approved by the highest court of any state.
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