Matthew Franker

Matthew C. Franker

Special Counsel
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Covington & Burling LLP
One CityCenter
850 Tenth Street, NW
Washington, DC 20001-4956
Tel: +1 202 662 5895
Fax: +1 202 778 5895



  • Georgetown University Law Center, LL.M., 2007
    • Securities and Financial Regulation, with distinction
    • Association of Securities & Exchange Commission Alumni Scholarship
  • The George Washington University Law School, J.D., 2004
    • with honors
    • The George Washington International Law Review, Executive Managing Editor
  • Truman State University, B.A., 2001
    • cum laude

Bar Admissions

  • District of Columbia
  • Virginia

Matt Franker is an attorney in the firm's securities and capital markets practice, resident in the Washington, DC office.  Mr. Franker focuses his practice on public company representation, including advising companies on capital markets offerings, securities compliance and regulatory matters, corporate governance, mergers and acquisitions, and general corporate issues.  He has been recognized in Legal 500 for his work on capital markets transactions, and his capital markets experience includes advising companies and underwriters on registered and exempt offerings of common and preferred equity securities and investment grade and high-yield debt securities, exchange offers, and debt tender offers and consent solicitations.  His clients include large, medium and small cap companies from a broad range of industries, including manufacturing, public utility, oil and gas, consumer products, financial services, pharmaceuticals, and telecommunications.  Mr. Franker also has extensive experience advising clients on SEC rulemakings, including under the Dodd-Frank Act and JOBS Act.

Mr. Franker previously served as an attorney-adviser with the U.S. Securities and Exchange Commission in the Division of Corporation Finance prior to joining Covington in 2007.  While at the SEC, he worked on a wide variety of transactional and securities compliance matters, with an emphasis on the manufacturing, construction, and financial services industries.  His experience at the SEC focused on IPOs, secondary offerings, mergers and acquisitions, exchange offers, going-private transactions, PIPEs and private equity financings.  Mr. Franker also served on the 2006 Shareholder Proposal Taskforce in the Office of Chief Counsel where he was responsible for evaluating no-action requests to exclude shareholder proposals under Exchange Act Rule 14a-8.

Representative Matters


  • Advised SandRidge Energy, Inc., an oil and natural gas exploration and production company, in a series of registered and exempt capital markets transactions raising over $3.9 billion of equity and debt capital.
  • Advised Pepco Holdings, Inc. and its public utility subsidiaries in public and private securities offerings with an aggregate transaction value of over $3.6 billion, including the issuance of common stock, senior notes, first mortgage bonds, “fading lien” bonds and tax-exempt bonds.
  • Represented the underwriters in the initial public offering of a bank holding company.
  • Represented Salix Pharmaceuticals, Ltd. in its $750 million Rule 144A offering of 6.00% senior notes due 2021.
  • Advised Joy Global Inc., a worldwide leader in manufacturing, servicing and distributing mining equipment, in a registered $500 million senior notes offering.
  • Represented Omeros Corporation in a series of registered common stock offerings that raised an aggregate amount of $95.7 million.
  • Represented a public company in cash tender offers and consent solicitations for two series of outstanding debt securities.


  • Advises public companies on Exchange Act periodic reporting, proxy statements, shareholder proposals, Section 16 reporting, responses to SEC staff comment letters, no-action requests, and securities compliance matters.
  • Provides advice and drafting on a variety of corporate governance matters, including executive compensation programs and disclosure, compliance with stock exchange listing standards, disclosure controls and procedures, internal control over financial reporting, insider trading policies, governance policies and guidelines and board committee charters.
  • Advises companies on sophisticated securities matters arising in mergers and acquisitions and tender offers, including registration, communications, and disclosure.

Honors and Rankings

  • Legal 500 US, Finance - Capital Markets (2013)

Pro Bono

  • Advised the Latin American Youth Center in the redemption of a series of tax-exempt bonds.
  • Counseled a national homelessness advocacy organization regarding incorporation, governance, and obtaining 501(c)(3) status from the Internal Revenue Service.
  • Provided corporate governance advice to an international organization working to combat human trafficking.

Publications and Speeches

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