D. Michael Lefever

D. Michael Lefever


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Covington & Burling LLP
One CityCenter
850 Tenth Street, NW
Washington, DC 20001-4956
Tel: +1 202 662 5276


Michael Lefever is resident in the Washington, DC office.  He engages in a combined general corporate advisory practice and corporate finance practice, with a primary focus on the federal securities laws.

Mr. Lefever’s advisory practice consists of:

  • Advising public companies on SEC compliance matters, including the disclosure obligations under the Securities Exchange Act of 1934, the application of the SEC proxy rules, and securities trading and reporting by corporate insiders.
  • Counseling public companies and boards of directors on corporate governance matters, including state corporate law duties and compliance with stock exchange listing requirements, the Sarbanes-Oxley Act, and Dodd-Frank Act requirements.
  • Advising public companies on the adoption of change-of-control defenses, including the adoption of shareholder rights plans.
  • Advising public companies, boards of directors and individual executives on executive compensation matters, including the negotiation of employment agreements and employment termination agreements, and the adoption, stockholder approval of, and the registration of securities issued under, employee savings and incentive plans.

Mr. Lefever also has a broad capital markets transactional practice that includes the representation of:

  • Issuers in registered debt and equity offerings, tax-exempt private activity bond offerings, trust preferred offerings, and Rule 144A offerings and other private placements.
  • Issuers in connection with issuer tender offers and stock repurchases.
  • Issuers in consent solicitations of bondholders.
  • Borrowers in the negotiation of syndicated credit facilities and bilateral loans, both secured and unsecured.
  • Corporations in swaps and other derivative transactions.

Previous Experience

  • Securities and Exchange Commission (1979 to 1986)
    • Special Counsel, Office of the Chief Counsel, Division of Corporation Finance
    • Counsel to Commissioner Bevis Longstreth
    • Attorney, Office of the General Counsel
    • Attorney, Municipal Securities Branch, Division of Market Regulation

Publications and Speeches

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