Keir D. Gumbs

Partner

kgumbs@cov.com
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Covington & Burling LLP
1201 Pennsylvania Avenue, NW
Washington, DC 20004-2401
Tel: 202.662.5500
Fax: 202.778.5500


 

Practices

Education

  • University of Pennsylvania Law School, J.D., 1999
  • Ohio State University, B.A., 1996
    • Student Leadership Award
    • President’s Leadership Citation
    • Dean’s List
    • Scholar Athlete Award 1992-1996
    • Edward Beenie Drake Scholarship
    • Big Ten Championship Track Team
    • Ohio State University Track Team, Co-Captain

Bar Admissions

  • District of Columbia
  • California


Keir D. Gumbs is a partner in Washington, DC.  He advises public and private companies, non-profit organizations, institutional investors and other clients in corporate, corporate governance, securities regulation, and transactional matters.  Mr. Gumbs' clients include small, medium and large cap companies, non-profit organizations, public pension funds, and other institutional investors.  He is widely recognized as a “go-to” expert for a variety of securities law matters, including with respect to the JOBS Act, the Dodd-Frank Act and related rulemakings.

Mr. Gumbs' career includes six years of service with the SEC, where, immediately prior to joining Covington in 2005, he served as Counsel to a SEC Commissioner.  In that position, he advised the Commissioner on a variety of matters arising under federal securities law with an emphasis on corporate finance issues under the Securities Act of 1933, issuer reporting obligations under the Securities Exchange Act of 1934, corporate governance developments and SEC enforcement actions.  Prior to serving as Counsel to a Commissioner, Mr. Gumbs spent five years in the SEC’s Division of Corporation Finance, spending over two years as a staff attorney reviewing filings in the Utilities, Chemicals Consumer Products and Computers and Online Resources industry groups, and spending over two years as a Special Counsel in the Division’s Office of Chief Counsel.

Representative Matters

  • Advises Fortune 500 companies with respect to SEC periodic reports; proxy statements; beneficial ownership reports; committee charters; board and committee meeting calendars; codes of ethics; corporate governance guidelines; disclosure controls and procedures; internal control over financial reporting; CEO/CFO certifications under the Sarbanes-Oxley Act and related matters.
  • Regularly assists clients with respect to transactional matters, including initial public offerings, spin-offs, tender offers, mergers and acquisitions, share repurchase programs and stock buybacks, debt exchange offers, and similar matters.  Recent transactions include representing Salix Pharmaceuticals Ltd. in its $2.6 billion acquisition of Santarus Inc. and Telular Corporation in its $250 million acquisition by Avista Partners.
  • Represents Prosper Marketplace, Inc., named by the Wall Street Journal as one of the top 50 venture-capital-backed companies, in ongoing securities disclosure and reporting matters, including the registration of an ongoing offering of $500 million in “borrower-dependent notes."
  • Advises companies and institutional investors on a range of corporate governance matters, with a focus on shareholder proposals and other forms of shareholder activism.
  • Part of a developing micro-lending and crowdsourcing practice at Covington; clients include Kiva.org, the first and largest non-profit micro-lending platform in the world, as well as the Center for Responsible Travel, which sponsors worldwide “Travelers Philanthropy” and Lumana.org, a micro-lending organization that is focused on micro-lending in Ghana.

Previous Experience

  • U.S. Securities and Exchange Commission, Counsel to Commissioner Roel C. Campos (2004-2005)
  • U.S. Securities and Exchange Commission, Division of Corporation Finance, Office of Chief Counsel, Special Counsel (2001-2004)
  • U.S. Securities and Exchange Commission, Division of Corporation Finance, Attorney-Adviser (1999-2001)

Honors and Rankings

  • Washington DC Super Lawyers, Securities & Corporate Finance (2014)
  • Selected as one of the "Trailblazers Under 40" by the National Bar Association (2014)
  • Chambers USA - America's Leading Business Lawyers, Securities: Regulation: Advisory (2012-2014)
  • Named a “2011 Rising Star of Corporate Governance” by the Millstein Center for Corporate Governance and Performance at the Yale School of Management
  • Selected as one of the "People to Watch" in the National Association of Corporate Directors 2011 and 2012 “Directorship 100,” a list of the most influential people in corporate governance and the boardroom.

Memberships and Affiliations

  • Steering Committee Member, Corporation, Finance, and Securities Law Section, of the DC Bar Association
  • Board Member, The Society of Corporate Secretaries and Governance Professionals
  • National Investor Relations Institute

Publications and Speeches

  • "Frequently Asked Questions," Securities Regulation Institute (6/28/2014)
  • "2014 Proxy Season Overview," BNA Webinar (6/6/2014)
  • "SEC Regulatory Update," Sponsored by Broad Presentation to the Council of Institutional Investors, ridge (5/8/2014)
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