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Matt Franker focuses on the representation of public companies and underwriters in capital markets offerings, disclosure and securities compliance matters, corporate governance, mergers and acquisitions and general corporate issues. Mr. Franker has experience representing companies from a broad range of industries, including manufacturing, energy, financial services, life sciences, consumer products and telecommunications. Mr. Franker, a former SEC staff member, also has extensive experience advising clients on SEC rulemakings, including under the Dodd-Frank Act and JOBS Act.


  • 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 high-productivity mining solutions, 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 media technology company in a $125 million convertible notes offering.
  • 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 questions arising in mergers and acquisitions and tender offers, including registration, communications, and disclosure.

Pro Bono

  • Advised a leading international microfinance institution in financing transactions.
  • 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.
  • Legal 500 US, Finance - Capital Markets (2013)