Sam’s practice focuses on the areas of securities law and corporate finance. Sam represents issuers and market participants in domestic and cross-border securities transactions, including public, private, offshore and secondary offerings and resale transactions. Sam has substantial experience advising issuers and other market participants regarding exempt cross-border securities offerings and resale transactions. He advises issuers and market participants with respect to trading issues and disclosure and securities compliance matters arising under the federal securities laws.

Sam is a former member of the SEC staff, where he served for three years in the Division of Corporation Finance. He was a member of the Chief Counsel’s Office of the Division of Corporation Finance, and later, as deputy chief of the Office of International Corporate Finance, served as co-draftsperson of the SEC’s Rule 144A and Regulation S rulemaking proposals.

Sam has co-authored over 20 books in a series entitled Emerging Trends in Securities Law. He is also co-author and co-editor of three multi-volume legal treatises on the law of securities regulation and international capital markets.

Sam served as chair of the International Securities Law Committee of the Corporation, Finance and Securities Law Section of the DC Bar from 2008–2010. He completed a four-year term as a member of the National Adjudicatory Council of FINRA.

Sam was awarded a doctoral degree from the University of Wisconsin School of Law for his work involving international securities regulation. He was a post-doctoral fellow (in absentia) at Yale University Graduate School and has studied at the London School of Economics.

Bar Admissions

Education
SJD, University of Wisconsin Law School, 1995

LLM, Georgetown University Law Center, 1983

JD, Georgetown University Law Center, 1982

AB, Brown University, magna cum laude, 1979

• Advisory Board Member, Securities Regulation Law Journal
• Emeritus Member, Partner Advisory Board, Thomson Reuters, Business and Transactional Law Solutions

• Named a Washington DC Super Lawyer, Washington DC Super Lawyers magazine, 2013-2014
• Listed in multiple editions of Legal Media Group’s “Guide to the World’s Leading Capital Markets Lawyers” – 2003, 2005, 2007
• Listed in Legal Media Group’s Expert Guide, “Best of the Best USA” 2012 and 2014
• Listed in Legal Media Group for capital markets, Expert Guide: Banking, Finance and Transactional Law, 2013

• Guarantors, Guarantees and the Commission’s Proposal to Relax Rules 3-10 and 3-16, Thomson Reuters
• Cybersecurity and the SEC, Sec. & Fed. Corp. L. Rep.
• Sarbanes-Oxley Act in Perspective
• The Supreme Court, The Fraud-on-the-Market Theory, and Class Certification, Sec. & Fed. Corp. L Rep.
• Implementation of International Disclosure Standards, 22 U. of Penn. J. of Int’l Econ. L. 91 (Spg. 2001
• Securities Law Handbook
• Going Public Handbook
• Offshore Distributions Under the Securities Act of 1933: An Analysis of Regulation S, Law & Pol. In Int’l Bus. 10
• International Capital Markets and Securities Regulation (multivolume treatise)
• Regulation A+: A New Financing Option for Domestic and Canadian Non-Reporting Issuers, Sec. & Fed. Corp. L. Rep.
• Going Public and the Public Corporation (multivolume treatise)
• “Securities Litigation Update,” 41 Sec. & Fed. Corp. L. Rep. No. 3
• Cross-Border Application of Securities Fraud Provisions, Sec. & Fed. Corp. L. Rept.
• Emerging Trends in Securities Law (23 books in an annual series)
• Securities and Federal Corporate Law (multivolume treatise)
• Cryptocurrency, Initial Coin Offerings and Security Token Offerings, 40 Sec. & Fed. Corp. L. Rep. No. 10
• Trump Administration’s Impact on Financial Regulation and the SEC, Law360