Elizabeth A. Diffley

Partner

Overview

Elizabeth Diffley 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 issues.

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. She also keeps abreast of, and advises clients on, proxy advisory and institutional investor policies and environmental, social and governance (ESG) developments.

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

  • Several issuers with respect to SEC reporting compliance obligations, including drafting and reviewing periodic reports and proxy statements, and advising on corporate governance and other strategic matters
  • An insurance company in several registered debt offerings and tender offers to repurchase outstanding debt
  • A clinical-stage biotechnology company in several registered underwritten offerings of common stock and warrants including an "at-the-market" facility
  • The initial purchasers in several private placements of insurance-linked securities
  • Selling stockholder in several registered secondary offerings of NYSE-listed common stock for aggregate net proceeds of nearly $180 million
  • The underwriters in registered offerings of NYSE-listed investment grade eurobonds
  • The underwriters in a registered offering of $400 million of investment grade debt
  • An insurance company in several follow-on registered offerings of common stock and debt
  • A medical device company focused on spine surgery in its initial public offering
  • A U.S. entity as selling stockholder in the IPO of SIX Swiss Exchange-listed Swiss company and various follow-up offerings
  • Several multinational financial services institutions as issuers in registered offerings of perpetual hybrid capital securities

Mergers, Acquisitions and Divestitures

Beth has advised insurance companies, private equity funds, investment companies and technology, medical device and financial institutions in acquisitions, investments and sales that cross borders. She has also represented several special committees established to deal with particular transactions and has experience with competitive auctions and transactional representation and warranty insurance.

Representative Experience

  • A provider of global trade customs compliance management services and customs brokerage services and its shareholders in the company's acquisition by a global Fortune 500 company
  • A publicly traded beverage manufacturer in the $1.25 billion acquisition of a bottled water and coffee direct-to-consumer service provider
  • An investment company in the sale of substantially all of its assets to a strategic buyer
  • Several private equity funds in the sales of portfolio companies in a competitive auction process involving multiple bidders and transactional representation and warranty insurance
  • A private equity fund in connection with several investments in portfolio companies, including acquisition negotiation, debt financing, capital structuring and employee matters
  • A provider of online subscription-based test preparation materials in connection with its acquisition via merger by a leading publishing company, including all proxy statement preparation and member approval matters
  • A major public technology company in the acquisition of privately held complementary business
  • A publicly traded medical device company in its acquisition of a complementary business
  • A multinational financial services institution in its successful tender offer to acquire a French insurance company
  • A private technology company in the sale of its business to a large, multinational strategic buyer

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 community engagement. She supports these efforts through leadership in local nonprofit organizations.

Credentials

Bar Admissions

New Jersey
Pennsylvania

Certifications

Certified Public Accountant

Education

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

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

Insights & Events

Leadership & Community

Professional Associations

  • Society for Corporate Governance
  • Pennsylvania Bar Association — Business Law Section, Title 15 Committee

Civic Activities

  • Alliance Française of Philadelphia — Board of Directors (Development Committee Chair)
  • New Century Trust — Board of Directors (Treasurer)
  • Social Venture Partners Philadelphia (affiliated with the United Way of Southeastern Pennsylvania and Southern New Jersey) – Founding Partner

Firm Leadership

  • Drinker Biddle & Reath LLP — Women’s Leadership Committee

Honors

  • The Legal Intelligencer — Top Women in Law, 2016
  • Philadelphia Business Journal — 40 Under 40, 2015
  • Leadership Philadelphia — Fellow, 2015

Awards Methodology

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