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Areas of Practice
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Representative Experience
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Professional Background
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Speaking Engagements
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Bar Admissions
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Education
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Achievements
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Additional Information
Areas of Practice
Ms. Harlan's practice focuses on representing clients in corporate, securities and business-related transactions, including securities offerings, mergers and acquisitions, financings, joint ventures and strategic alliances. Ms. Harlan regularly counsels both public and private companies regarding corporate governance issues and general corporate matters, and advises public companies on compliance with federal securities laws and regulations of the NYSE, Nasdaq and AMEX.
Ms. Harlan's experience includes public and private debt and equity offerings (both issuer and underwriter representation), spin-offs, tender offers, consent solicitations and secured financing transactions. Her experience also includes cross-border securities and merger and acquisition activities. Ms. Harlan also has a wide variety of corporate and securities experience relating to various segments of the energy industry.
Representative Experience
Securities/Financings
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Represented various publicly-traded issuers and underwriters in over $1 billion of public equity and debt offerings (including 144A, convertible debt and PIPE offerings)
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Provided U.S. representation for initial public offering of common shares of Canadian issuer in connection with spin-off transaction
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Represented Microsoft in $20 billion dutch auction tender offer for its common stock
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Represented various U.S. and Canadian companies in private equity and debt offerings (including Regulation D and Regulation S offerings)
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Represented U.S. and foreign private issuers in connection with NYSE, Nasdaq and AMEX listings and compliance
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Represented publicly-traded utility in $37 million tender offer and consent solicitation with respect to shares of its preferred stock
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Represented publicly-traded energy company in connection with the spin-off of its upstream exploration and production business
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Represented investors in various private investments, including a 700-mile common carrier pipeline
Mergers and Acquisitions/Joint Ventures
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Represented seller of a 520 MW natural gas-fired generating facility located in the Pacific Northwest to an investor-owned utility
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Represented joint venture partner in the formation of Catchlight Energy, a venture focused on developing biofuels
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Represented one of the largest U.S. homebuilders in its sale of a land portfolio comprised of property in various stages of development
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Represented seller of a 67 MW natural gas-fired generating facility located in the Northeast
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Represented investment services provider in the sale of its 50% interest in a joint venture with over $6 trillion in assets under measurement
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Represented publicly-traded natural gas distribution company in its $475 million sale of the company
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Represented cruise line in its $100 million sale of cruise ships
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Represented Spanish energy company in its purchase of a 47.5% interest in 540 MW combined cycle power plant, LNG import terminal, storage and vaporization facility and desalination plant in Puerto Rico
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Represented publicly-traded supplier of ultrahigh-pressure waterjet products in the $15.3 million sale of a business division
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Represented private equity fund in its acquisition of a provider of shipping and logistics services
Professional Background
Ms. Harlan previously practiced corporate and securities law, with a specific focus on the energy industry, with Akin Gump Strauss Hauer & Feld in Houston.
Speaking Engagements
- Co-moderator, "Public Companies: Understanding and Complying with the Federal Securities Laws in Today's Challenging Marketplace," a seminar series presented by K&L Gates, Seattle, WA, October 2008 - February 2010.
- Speaker, "Personal Liability for Actions of the Entity," Washington State Bar Association seminar, "Advising Clients in a Struggling Economy," January 2010.
- Speaker, "Preparing for the 2010 Proxy Season," K&L Gates, Seattle, WA, December 2009.
- Speaker, "Mergers and Acquisitions Involving Government Contractors - Key Considerations," Puget Sound Chapter of National Contact Management Association, April 2009.
- Speaker, "Preparing for the 2009 Proxy Season," K&L Gates, Seattle, WA, November 2009.
Bar Admissions
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Bar of Texas (Inactive)
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Bar of Washington
Education
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J.D.,
University of Houston Law Center
(1999)
cum laude, Articles Editor Houston Law Review
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M.B.A.,
University of Houston
(1999)
(with honors)
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B.B.A.,
Gonzaga University
(1995)
cum laude
Achievements
- Selected as a "Rising Star" by Washington Law & Politics, 2010.
Additional Information
Publications
- SEC Posts Guidance on Climate Change Disclosure, K&L Gates Securities Alert, February 2010.
- "Personal Liability for Actions of Washington Corporations," chapter in Washington State Bar Association's "Advising Business Clients in a Struggling Economy," January 2010.
- SEC Approves Interpretive Release on Climate Change Disclosure, K&L Gates Securities Alert, January 2010.
- "Addressing Climate Change Through Corporate Governance," K&L Gates Climate Change Report, December 2009.
- "Climate Change Risk Allocation in Commercial Agreements," K&L Gates Climate Change Report, December 2009.
- "Climate Change Disclosure for Public Companies," K&L Gates Climate Change Report, December 2009.
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