• Share
  • Email
  • Print

Margaret N. Rosenfeld

Partner
+1.919.743.7351
Fax +1.919.743.7358
+1.212.536.3900
Fax +1.212.536.3901
Margaret Rosenfeld has more than 20 years of corporate and securities law experience both within the United States and internationally. Her practice includes public company reporting, corporate governance, public and private financings, security token and digital asset offerings, blockchain technology matters, corporate investigations (internal and government), mergers and acquisitions, and intellectual property protection and licensing. Ms. Rosenfeld is one of two female attorneys in North Carolina to be ranked within the category of Corporate/M&A law by Chambers USA: Americas Leading Business Lawyers, first being listed in 2013.

With respect to public company representation, Ms. Rosenfeld has assisted public companies, underwriters and directors with initial public offerings and secondary financings on numerous stock exchanges in the United States and internationally, public reporting requirements both pre¬ and post-Sarbanes-Oxley, corporate governance issues and internal and external corporate investigations, including interaction with the Securities and Exchange Commission, the NYSE, and Nasdaq. She also has broad experience assisting emerging growth companies as well as mature companies with legal, business and strategic planning, from contractual assistance such as with licensing agreements, distribution agreements, franchise agreements, employment agreements and joint venture agreements to assistance with public and private debt and equity financing. She is particularly known for assisting companies facing transformative changes as they balance legal and business concerns.

Before joining K&L Gates, Ms. Rosenfeld practiced with a full-service business firm in the Research Triangle region of North Carolina as well as with two global law firms in London, Frankfurt, and Tokyo.

Since December 2013, Ms. Rosenfeld has served in a voluntary capacity as the Honorary German Consul for Eastern North Carolina, a joint diplomatic appointment by the U.S. State Department and the Federal Republic of Germany, which involves representing the interests of German companies in North Carolina and North Carolina companies in Germany as well as assisting U.S. and German citizens in some legal and consular issues related to Germany.

Achievements

  • The Best Lawyers in America©, Banking and Finance Law, Corporate Law, Securities/Capital Markets Law (2013-present)
  • Chambers USA: America's Leading Business Lawyers, Corporate/M&A (2013-present)
  • North Carolina Super Lawyers (2014-present)
  • Business Leader Magazine's 2012 Top 50 Entrepreneur Award
  • Triangle Business Journal's 2008 Women in Business Award
  • Triangle Business Journal's 2006 "40 Under 40" Leadership Award

Professional/Civic Activities

  • Founding Member, Women in Blockchain International
  • Member, International Women
  • Former Southeast Representative, New York Bar Association's Committee on Securities Regulation
  • Former Member, Society of Corporate Secretaries and Governance Professionals, Inc.
  • Past Member, Board of Governors and Past President, Association for Corporate Growth, Triangle Chapter
  • Past Member, Executive Committee of the German American Chamber of Commerce, Triangle Chapter
  • Former Member, Executive Council, International Law and Practice Section of North Carolina Bar Association
  • Past Vice-President, Business and Professional Woman, Raleigh Chapter
  • Past Vice-President and Past Board Member, National Association of Corporate Directors, Triangle Chapter
  • Past Board Member, United Arts Council, Raleigh and Wake County
  • Past Board Member, The Woman's Institute
  • Former Co-Chair, Build Invest Grow (BIG) Forum (2013) 
  • Former Chair, ACG's Capital Conference, North Carolina (2014)
  • Former Executive Committee Member, British American Council, Triangle Chapter

Speaking Engagements

  • “Innovation Improving Access to Capital for Real Estate: Blockchain and Digital Securities,” MICA Conference, Atlanta, GA, February 2019
  • “The Latest Trends in Asset Digitization and Security Token Infrastructure with AlphaPoint, Harbor and Coindesk,” Consensus: Invest 2018, New York, NY, November 2018
  • “The Death of ICO’s and the Coming Wave of Digital Securities Financings,” Boston Bar Association’s High Tech & Emerging Tech Conference, Boston, M.A., November, 2018
  • “Security Tokens - Trends for 2019,” Consensus:Invest Livestream, New York, NY, November 2018
  • “Blockchain Technology and its Impact on the Accounting Industry,” NCACPA Annual Symposium, Greensboro, NC, November 2018
  • "Cryptocurrency and Public Companies: A Deep Dive Into This New Asset Class," Planet MicroCap Showcase, Las Vegas, Nev., April 2018
  • "Disruptive Financing - Regulatory and Legal Issues to Consider for ICOs and Token Sales," Planet MicroCap Showcase, Las Vegas, Nev., April 2018
  • ''The ABCs of ICOs," Association for Corporate Growth Capital Conference, Raleigh, NC, April 2018
  • "Crypto Economics," Association for Corporate Growth Capital Conference, Raleigh, NC, April 2018
  • "Public Blockchains & ICO Bootcamp: Key Legal and Regulatory Issues You Need to Know Today," CoinAgenda Caribbean Conference, San Juan, Puerto Rico, March 2018
  • "Upsetting the Table: Women Mentoring Women," Round Robin Discussion, HQ Raleigh, Raleigh, NC, February 2018
  • “To Trade or Not to Trade: Understanding Insider Trading Law, “ Kenan-Flager Business School at University of North Carolina, Chapel Hill, NC, November 2017
  • "State of the Emerging Growth Capital Market: Trends in Deal Activity, Pricing and Structuring," Growth Capital Expo 2016, Las Vegas, Nev., May 2016
  • "The Reg A+ Aftermarket," Growth Capital Expo 2016, Las Vegas, Nev., May 2016
  • “When the SEC Calls -- Handling Disclosure and Investor Relations Issues Related to SEC Comment Letters, Inquiries and Investigations,” National Investor Relations Institute, Raleigh, NC, May 2015
  • “An Update on ‘Say on Pay’ Proposals,“ Kenan-Flager Business School at University of North Carolina, Chapel Hill, N.C., November 2015
  • The 2015 Triad Executive Roundtable Event, Proximity Hotel I Greensboro, N.C., March 2015
  • “Keynote: Globalization Trends Your Business Should Watch,” NC Foreign Trade Promotion Conference, Wilmington, NC, October 2014
  • Finding the Right Directors at the Right Time, National Association of Corporate Directors, January 2014
  • Legal Careers in International Law, Duke Law, Durham, NC, October 2014
  • “Raising Capital for the Privately-Held Business at Representing the Small Business,” a Continuing Legal Education (CLE) seminar sponsored by Wake Forest University School of Law, NC, June 2013
  • “Dodd-Frank Impact and Corporate Governance Trends”, NCACPA Annual Symposium, Greensboro, NC, November 2011
  • “Critical Issues in M&A,” Association for Corporate Growth, Durham, NC, November 2010
  • “Sarbanes-Oxley: What You Need to Know Five Years Later,” Business Seminar, Raleigh, NC, 2007
Publications
  • ISS and Glass Lewis Update Their Proxy Voting Guidelines for 2018, January 2018
  • SEC Issues New Guidance on Pay Ratio Rule, Emphasizing "Flexibility" of Median Employee Pay Calculation, October 2017
  • Token Sales and ICO's: Food for Thought, Published by The Corporate Counsel, August 2017
  • SEC to Review Draft Registration Statements on a Nonpublic Basis, July 2017
  • SEC Improves Usability of Registration Statements and Report, March 2017
  • ISS and Glass Lewis Update Their Proxy Voting Guidelines for 2017, January 2017
  • SEC Approves Nasdaq "Golden Leash" Disclosure Rule, July 2017
  • ISS and Glass Lewis Update Their Proxy Voting Guidelines, December 2015
  • SEC Adopts Final Pay Ratio Rule, August 2015
  • Foreign Corrupt Practice Act Update, August 2015
  • U.S. Companies with Foreign Affiliates Face Looming Reporting Deadline, April 2015
  • SEC Proposes New Rule Requiring Disclosure of Equity Hedging Policies, February 2015
  • Public Companies Take Note: SEC Launches Enforcement Initiative Targeting Section 16 and Other Shareholder Filings, September 2015
  • SEC Commissioner Gives Corporate Boards a Cybersecurity Wake-up Call, July 2014
  • JOBS Act Update: SEC Proposes New Rules to Update Regulation A Offerings, July 2014
  • JOBS Act Update: Regulators Take Action, November 2013
  • New Rules May Revolutionize Private Placements: Five Steps You Can Take NOW to be Prepared, August 2013
  • SEC Report Opens Door to Use of Social Media, April 2013
  • We're Still Waiting: When Will the SEC Lift the Ban on General Solicitation and Advertisements for Rule 506 and 144A Offerings?, January 2013
  • Overview of The JOBS Act, April 2012
  • New Limits on Broker Discretionary Voting on Corporate Governance Proposals and other Proxy Season Considerations, February 2012
  • SEC Adopts Final Say on Pay Rules. February 2011
  • President Obama Signs the Dodd-Frank Act: Corporate Governance and Disclosure Provisions and Smaller Public Company Relief from SOX§ 404(b), August 2010
  • Senate Passes Financial Reform Bill with Corporate Governance and Disclosure Implications for All Public Companies, May 2010
  • North Carolina Business Court Addresses Key Components of Director Duties, April 2010
  • SEC Adopts Final Rules Regarding Compensation and Corporate Governance Disclosures, January 2010
  • House Passes Corporate and Financial Institution Compensation Fairness Act of 2009, August 2009
  • SEC Modifies Broker Voting Rules and Proposes New Rules Regarding Executive Compensation Disclosures and Corporate Governance, August 2009
  • Recent Executive Compensation and Corporate Governance Initiatives Impacting Public Companies, June 2009
  • Antitrust Update: FTC General Counsel Provides Informal Gun-Jumping Guidance, June 2006
  • Raising Capital for the Privately Held Company, February 2008, published by Wake Forest Law School CLE Program
  • Letting the Sun Shine on Executive Pay: How New SEC Disclosure Rules on Executive Compensation will Impact your Company in "Business Leader Magazine" November 2006
  • Don't Blame the Messenger: Implementing Effective Accounting Complaint Procedures and Non-Retaliation Requirements Post-Sarbanes-Oxley, November 2004, published by the Virginia Bar Association
  • Redefining the Roles of the Watchdogs (SEC; SROs; directors and officers; auditors; and securities analysts) in Enron and Beyond: Technical Analysis of Accounting Corporate Governance and Securities Issues, Fall 2002 published by CCH.
  • Money Changes Everything: Examining the Use of Agency Subpoena Power to Monitor the Cost-Effectiveness of Litigation, June/ August 1996, The George Washington Law Review
Public and Private Company Financings
  • Represented a NASDAQ-listed specialty pharmaceutical company focused on development of critical care products in $10 million financing using convertible preferred stock and warrants
  • Represented a S&P 500 Nasdaq-listed convenience store chain in a registered exchange offer of $250 million of outstanding unsecured debt
  • Represented a NASDAQ-listed specialty pharmaceutical company focused on development of critical care products in $60 million financing using common stock and warrants
  • Represented a NASDAQ-listed medical device company in its PIPE transaction for approximately $10 million aggregate principal amount of subordinated convertible debentures and warrants
  • Represented a NASDAQ-listed medical device company in $17 million PIPE transaction
  • Represented a NASDAQ-listed developer of medical and cosmetic products in a $5 million registered direct offering of common stock and warrants
  • Represented a NASDAQ-listed technology company in a $10 million tender offer to shareholders
  • Represented an AIM-listed agribusiness company in a follow offering valued at £6 million
  • Represented a private biotherapeutic company in Series C Preferred Stock and convertible note offerings
  • Represented a NASDAQ-listed medical device company in its $7.3 million public equity line financing
  • Represented a health care provider network in Regulation A Tier 2 offering
  • Represented a Nasdaq-listed developer of medical and cosmetic products in multiple PIPE financings, totaling $40 million in the aggregate
  • Represented German private medical device company in $5 million convertible note financings and corporate formation in the United States
  • Represented UK private diagnostics company in $25 million in Series Preferred financings and corporate formation in the United States
  • Represented a UK insurance company in its $3.03 billion initial public offering and dual-listing on the NYSE and LSE
  • Represented a German semiconductor company in its $100 million initial public offering and dual-listing on the NYSE and FSE
  • Represented Lead Underwriter in $1 billion initial public offering of German airport and related 144A offering
  • Represented German television, film and entertainment company on its $350 million initial public offering of German airport and related 144A offering
M&A
  • Represented a leading private company provider of pharmaceutical product access support services in its acquisition by a private equity fund in a $206 million reverse triangular merger
  • Representation of a leading global technology education company in its acquisition of a point-of-sale solutions company for campus retail
  • Represented a private high-tech company in its $1+ billion sale to a NYSE-listed global technology company
  • Represented a NASDAQ-listed community bank in its $181 million going private sale to private equity group
  • Represented a NASDAQ-listed biotherapeutic researching traumatic brain injuries in its $23 million acquisition of a private biotherapeutic company
  • Represented a private consumer products company in an asset acquisition and related financing
  • Represented a NYSE-listed global provider of biopharmaceutical development services and commercial outsourcing services in a joint venture with a NYSE-listed pharmaceutical service company to conduct an interactive voice response business.
  • Represented a NASDAQ-listed medical device company in its acquisition of a private medical device company for $23.6 million
  • Represented a health care provider network connection with a joint venture transaction with a NYSE-listed insurance company
  • Represented a NASDAQ-listed luxury brand e-commerce company in its divestiture of its DSO business to a Venezuelan company/
  • Represented a NASDAQ-listed telecommunications company in its $780 million going private sale to a private equity consortium
  • Represented a Nasdaq-listed provider of specialized cardiovascular diagnostic laboratory tests in its sale of the company to an S&P 500 company for approximately $85 million
  • Represented a private specialty pharmaceutical company in its stock purchase of a medical device company
  • Represented a NYSE-listed multinational manufacturer and supplier to the papermaking industry in connection with a private placement of $240 million of senior notes and subsequent exchange offer for registered notes
  • Represented NASDAQ-listed telecommunications company on divestiture of an international mobile-messaging business to a Luxembourg entity
  • Represented S&P 500 NYSE-listed electric utility in the United States in tender offer for outstanding contingent value rights
Blockchain Technology Companies
  • Representation of real estate tokenization and exchange platform in seed financings, business model strategy, digital security tokenomics, ATS registration and other regulatory compliance matters
  • Representation of a sports Blockchain start-up that launched the pre-sale token offering pre-sale for $5 million on lndiegogo and MicroVentures' joint global platform and digital security tokenomics
  • Representation of a global virtual world gaming and trading Blockchain platform connecting developers and gamers/consumers regarding its business model, strategic relationships, digital security tokenomics and seed investment of $5 million from Canada
  • Representation of a decentralized alternative energy financing company in a convertible note financing in the United States and a $20 million mini bond raise in the United Kingdom and Hong Kong
  • Representation of a social media Blockchain company in its corporate formation, seed funding using common stock and convertible notes, and preparation for pre-sale of its digital securities, including financings in Dubai and the United States
  • Representation of a technology company focused on the use of Blockchain data analytics and machine-learning in cryptocurrencies regarding business model and digital security tokenomics
  • Representation of a Blockchain middleware company regarding its business model, digital security tokenomics, strategic relationships and seed financings of $5 million from a Belgium family fund
  • Negotiation of various strategic partnership and licensing arrangements involving Blockchain and non-Blockchain entities
  • Review and negotiation of agreements with vendors to Blockchain companies including digital security exchanges, KYC/AML and accreditation providers, custodians, transfer agents, marketing agencies, and investment bankers
  • Structuring of employee and advisor incentive programs for Blockchain companies
  • Supervising corporate structure and formation for numerous Blockchain companies, including analysis of tax structure for company and investors
Miscellaneous
  • Led a public company audit committee investigation into alleged misconduct of CEO and resulting termination of CEO and self-reporting to the SEC
  • Assisted a NASDAQ-listed luxury brand company in avoidance of delisting from Nasdaq, recruitment of management and board members and strategic planning
  • Supervised the listing of a developer of medical and cosmetic products' common stock on the SIX (Swiss stock exchange)
  • Investigation of allegations of FCPA violations in Asian subsidiaries of NASDAQ-listed client
  • Investigation of misappropriations at a NYSE-listed multinational manufacturer and supplier to the papermaking industry
  • Assisted multiple companies and individuals with responses to insider trading inquiries from the SEC and FINRA
  • Drafted international facilitation agreements between NASDAQ-listed health care service provider and international hospitals
  • Reorganized a NASDAQ-listed company's international subsidiaries in Latin American, Asia, Europe and the Middle East