Practice
Joel Klaperman advises companies, boards of directors and audit, governance and compensation committees on corporate governance, disclosure obligations, fiduciary duties and compliance matters. He also advises clients in structuring and negotiating strategic business transactions. Mr. Klaperman has extensive experience in public and private domestic and international offerings of securities, including initial public offerings, high yield and investment grade debt offerings, structured financings, and securities offerings linked to equity and credit derivatives. He is regular or designated issuers’ or underwriters’ counsel for numerous industrial companies, including companies in the energy, utility, transportation, telecommunications, technology and retail industries. He has also developed numerous new financial services and products, and advises issuers, underwriters, traders and investors such as hedge funds in regard to such financial products.

Mr. Klaperman served as counsel to the White House Office of Telecommunications Policy from 1971 through 1973. In 1972, he served as a member of the United States Delegation to UNESCO. He became a partner of Shearman & Sterling in 1983, led the firm’s Global Capital Markets Group from 2000 through 2003 and chaired the firm’s Audit Committee from 2007-2011.

He is recognized among the leading capital markets lawyers in the world by The Legal Media Guide to The World’s Leading Capital Markets Lawyers.

• Dow Chemical in financing its $16 billion acquisition of Rohm and Haas, including $4 billion of convertible preferred stock acquired by Berkshire Hathaway and the Kuwait Investment Authority, $2.5 billion of perpetual preferred stock acquired by funds managed by Paulson & Co., $500 million of a separate series of convertible preferred stock acquired by the Haas Family Trusts, and a $9 billion Term Loan provided by a syndicate of banks, and in governance, securities law and disclosure obligations
• JetBlue Airways in connection with corporate governance and disclosure obligations and its offerings of common stock, convertible bonds and enhanced equipment trust certificates
• McGraw-Hill in connection with acquisitions, dispositions, stock repurchase programs, financings and corporate governance and securities law compliance issues
• Con Edison in connection with its common stock offerings, corporate governance and disclosure obligations
• Various underwriters in primary offerings and exchange offers of convertible and exchangeable bonds or preferred stock and other equity-linked securities on behalf of Avon, Conexant Systems, CSX, First Potomac, Human Genome Science, Inland Realty, Lowe’s, Orbital Sciences and Pinnacle Airlines
• Various underwriters in offerings of high yield and investment grade bonds on behalf of Mastec, Kansas City Southern, Avon, CSX, Lowe’s and Nucor