Sanjay M. Shirodkar

• Advise Calliditas Therapeutics in connection with Asahi Kasei's US$1.1 billion tender offer
• Advise Philip Morris Holland Holdings B.V., an affiliate of Philip Morris International Inc. (PMI), on the successful consent solicitation of the holders of eight series of English law governed Notes issued by Swedish Match AB with a total outstanding value of approximately €1.18 billion
• Advise Philip Morris International Inc. on the US$2.45 billion issuance of promissory notes
• Advise Philip Morris International Inc. in US$6 billion bond issuance
• Advise Philip Morris International Inc. on the completion of its US$16 billion acquisition of Swedish Match
• Represent W.P. Carey Inc. (NYSE: WPC), a publicly-traded, net lease REIT, in connection with its entry into a merger agreement with Corporate Property Associates 17 — Global Incorporated, a publicly-held, non-traded REIT. The stock-for-stock transaction is valued at approximately US$6 billion
• Represented Therapeutics AG (NASDAQ:NBRV) in its redomicile of its holding company from Austria to Ireland, by means of an cross-border Exchange Offer
• Represented Pozen Inc., a US pharmaceutical company, in its cross-border merger with Tribute Pharmaceuticals, a Canadian public company, by way of Plan of Arrangement
• Represent a real estate private equity firm in the completed buy-out of a publicly-traded REIT valued at about US$1.9 billion
• Represent NYSE listed REITs in implementing "at-the-market" offering programs having an aggregate gross sales price of over US$600 million
• Represent a NYSE listed REIT in an underwritten public offering of US$450 million aggregate principal amount of Senior Unsecured Notes and €500 million aggregate principal amount of Senior Unsecured Notes
• Represent an issuer in a reorganization and merger to create a new US public company with a combined market capitalization of about US$5 billion

Corporate Governance and Compliance Issues

• Assist companies in complying with all aspects of the, JOBS Act of 2012, Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the Sarbanes-Oxley Act of 2002
• Represent several US public companies regarding stockholder initiatives and the restatement of financial statements
• Draft and obtain no-action relief from the SEC for US public companies on matters such as executive compensation, corporate governance matters, expensing of stock options, corporate restructuring and issues related to choice of accounting methods
• Assist US public companies in preparing for stockholder meetings, earnings conference calls and responding to press, stockholder and analysts inquiries
• Assist US public companies in drafting and implementing insider trading policies, code of ethics for senior officers, code of corporate ethics and business conduct, disclosure control guidelines and corporate governance guidelines

• Co-Author, "From expert to director: How to navigate the complexities and scrutiny of public company board service," DLA Piper, October 23, 2024
• Co-Author, "Climate Activism: Status Check and Opportunities for Public Companies," Harvard Law School Forum on Corporate Governance, January 16, 2021 and The Corporate Governance Advisor,March/April 2021
• Co-Author, "The Pill and the Pandemic," Association of Corporate Counsel, South Florida, August 10, 2020
• Co-Author, "Emerging Markets Companies Face Increased US Scrutiny," Law360, June 16, 2020
• Co-Author, “ESG: the rise of private ordering and the role of the NCGC Committee,” DLA Piper's handbook, March 26, 2020
• Author, "Facebook Fines Should Motivate Better Breach Disclosures," Law360 (July 31, 2019)
• Author, "2019 Proxy Season Hot Topics," Business Law Today (April 25, 2019)
• Co-author, "Size matters: reduced compliance cost alternative made possible by the SEC," Business Law Today (September 27, 2018)
• Co-author, "Size Matters: SEC Helps Middle Market Companies," The National Law Review (September 20, 2018)
• Author, "What you can do to make your board more transparent," Baltimore Business Journal (March 15, 2017)
• Author, "Conflict minerals and resource extraction rules – status check and some takeaways," Corporate Board Member (August 15, 2013)
• Co-author, "Judgment call: shareholder activism is back and here to stay," The Deal (May 10, 2013)
• Author, "Companies beware: shareholder activism is back," Baltimore Chapter FOCUS (Q3 2013)
• Co-author, "Billion dollar companies: not too big for hostile shareholder activism," Deal Lawyers (January-February 2013)
• Co-author, "A primer for public companies on the new conflict mineral reporting rules," Business Law Today (December 2012)
• Co-author, "Smaller reporting companies – disclosure and governance considerations," Business Law Today (April 2011)

Sanjay has been extensively quoted in the media, including in the following articles:

• "Emerging Markets Companies Face Increased US Scrutiny," Law360, (June 16, 2020)
• "SEC May Soon Require Human Capital Reporting," SHRM, (October 21, 2019)
• "Facebook Fines Should Motivate Better Breach Disclosures," Law360 (July 31, 2019)
• "More Than 20 Firms Guided Largest 1st-Half Real Estate Deals," Law360 (July 10, 2018)
• "5 Tips For Boards Blindsided By An Activist Campaign," Law360 (September 29, 2017)
• "Proxy fight rule change intended for hedge fund battles," The Deal (December 10, 2015)
• "Disclosure tactics enable activists' stealth attacks," The Deal (November 20, 2015)
• "Bid to speed 'proxy plumbing' riles activist investors," The Deal (February 7, 2014)
• "SEC's White eyes corporate, bank disclosure revamp," The Deal (October 15, 2013)
• "Directors, Comp Experts Split on Pay-Ratio Rule," Agenda (September 23, 2013)
• "Divided SEC takes shot at CEO compensation," The Deal (September 18, 2013)
• "CEO-To-Worker Pay Ratio Disclosure Rule Wins SEC Vote," Law360 (September 2013)
• "2013 Proxy Season Outlook," Corporate Secretary (February 2013)
• "More Boards Are Negotiating With Activists," Agenda magazine by Financial Times (March 4, 2013)
• "When Investors Attack," CFO magazine (February 13, 2013)
• "Proxy Season: Hot Topics for 2013," Inside Investor Relations (November 26, 2012)
• "SEC Not To Blame in Google Early Filing: Attorney," The Tell blog by WSJ Market Watch (October 18, 2012)
• "Reactions Mixed on SEC Proposal on Marketing of Private Placements," Compliance Week (September 5, 2012)
• "Investment Firms Find Few Catches in SEC Advertising Rule," Law360 (August 29, 2012)
• "SEC Proposes Broad Advertising of Private Placements," The Deal (August 29, 2012)
• "The SEC Approves Conflict Mineral Rules," Agenda magazine by Financial Times (August 29, 2012)
• "Proxy Season's 2012 Mid-Year Trends," Corporate Secretary (July 2012)
• "New Law Allows Entrepreneurs to Sell Securities Via Crowdfunding; Consumer Advocates Fear Crowdfleecing," Baltimore Sun (April 14, 2012)
• "When Is It a Good Idea to Buy Emerging Companies?," Agenda magazine by Financial Times (March 19, 2012)

Previously, Sanjay was a Special Counsel with the Securities and Exchange Commission. While at the SEC, he handled a variety of matters, among them:

• Responded to no-action letter requests and provided interpretive advice to public companies and SEC staff regarding the Securities Act, the Securities Exchange Act and other federal securities laws
• Supervised a task force of attorneys in reviewing disclosure deficiencies of over 1,200 public companies for potential Year 2000 disclosure issues
• Co-supervised the Division of Corporation and Finance shareholder proposal task force in reviewing over 300 no-action letter requests