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Alexandra Clark
Layfield

Position
Partner
Office
Baton Rouge

Alexandra Layfield is a partner in the Corporate Practice Group. She devotes her practice to transactions, concentrating principally on the areas of securities law, mergers and acquisitions, general corporate law, and corporate governance matters.


Alex serves as outside corporate and securities counsel for public companies, including acting as boardroom lawyer. She handles corporate finance transactions such as tender offers and public and private securities offerings of debt and equity, as well as mergers and acquisition transactions for public and private companies. At Jones Walker, she leads the firm’s corporate, securities and executive compensation team.

Alex counsels companies on corporate governance matters and the disclosure requirements of relevant securities laws and trading markets, including reviewing annual, quarterly, and current reports, proxy statements, press releases, and other shareholder communications. Alex coordinates periodic reviews of and compliance with internal company policies, including corporate governance guidelines, insider trading, and ethics and business conduct policies, and handles board and executive compensation matters, shareholder activism defense, and shareholder engagement. Alex also advises clients on general corporate law.

Noteworthy

  • Louisiana Super Lawyers, "Rising Star," Securities & Corporate Finance (listed annually since 2016)

Experience

Public Offerings:

  • Represented a Fortune 200 NYSE-listed mining company in a $750 million at-the-market equity offering of common stock
  • Represented a Fortune 200 NYSE-listed telecommunications company in a $650 million public offering of senior notes and related tender offers to purchase outstanding debt
  • Represented a NYSE-listed oil and gas exploration company in a $75 million shelf-takedown of convertible perpetual preferred stock
  • Represented a NYSE-listed oil and gas exploration company in $900 million secondary offerings of convertible perpetual preferred stock by selling security holders
  • Represented a NASDAQ-listed royalty trust in a $40 million initial public secondary offering of royalty trust units by a selling security holder and related listing
  • Represented a Fortune 200 NYSE-listed mining company in a registered exchange offering for $4.5 billion aggregate principal amount of multiple series of senior notes

Private Offerings:

  • Represented a NYSE-listed oil and gas exploration company in a $725 million equity financing through the private placement of common stock, mandatory convertible perpetual preferred stock, and senior notes
  • Represented a Fortune 200 NYSE-listed telecommunications company in a $500 million 144A private placement of senior notes and related registered exchange offer
  • Represented a dredging company in a $325 million 144A private placement of senior notes and related registered exchange offer
  • Represented a NYSE-listed oil and gas services company in a private placement of convertible senior notes in excess of $86 million

Mergers and Acquisitions:

  • Represented a public telecommunications company in its acquisition of a public competitor for approximately $11.6 billion in stock and assumed debt (served as co-counsel)
  • Represented a public mining company in its acquisition of public oil and gas exploration companies for approximately $9 billion in cash and stock (served as co-counsel)
  • Represented a public oil and gas services company in its acquisition of a public competitor for approximately $3.5 billion in cash, stock, and assumed debt
  • Represented a public engineering and construction company in its acquisition by a public competitor for approximately $3 billion in cash, stock, and assumed debt
  • Represented a private environmental services company in its acquisition by private equity firms for approximately $110 million
  • Represented a public EPC company in its acquisition of a private oil and gas services company for approximately $90 million
  • Represented a public mining company in its divestiture of a business division to a private competitor for approximately $60 million
  • Represented a Louisiana-based mutual insurer in its demutualization and sale to a private equity firm (first-ever demutualization in Louisiana)
  • Represented a private equity firm in the acquisition of an environmental consulting company for all cash consideration
  • Represented a portfolio company of a private equity firm in the acquisition of an industrial specialty construction company for all cash consideration
  • Represented a portfolio company of a private equity firm in the acquisition of a maintenance turnaround services company and a specialty welding company for cash and the assumption of debt

Publications

  • "Department of Labor Issues Final Proxy Voting Rules for ERISA Plan Fiduciaries," Jones Walker LLP Employee Benefits Client Alert, January 12, 2021
  • "Nasdaq Board Diversity Proposal," Jones Walker LLP Banking & Financial Services Newsletter, December 17, 2020
  • "Nasdaq Board Diversity Proposal," Jones Walker LLP Corporate Client Alert, December 14, 2020
  • "Beyond the Blog — COVID-19 Recap — October 25, 2020," Jones Walker LLP Disaster Prep & Recovery Client Alert, October 25, 2020
  • "Louisiana Legislature Adopts Amendments To Louisiana Business Corporation Act," Jones Walker LLP Corporate Client Alert, October 19, 2020
  • "Update: Recent SEC Amendments to Disclosure Rules Regarding Business Description, Legal Proceedings, and Risk Factors Are Effective November 9, 2020," Jones Walker LLP Corporate Client Alert, October 13, 2020
  • "Beyond the Blog — COVID-19 Recap — October 11, 2020," Jones Walker LLP Disaster Prep & Recovery Client Alert, October 11, 2020
  • "Further Update: NYSE Extends the Waiver of Certain Shareholder Approval Requirements Through the End of 2020 Due to Ongoing COVID-19 Pandemic," Jones Walker LLP Corporate Client Alert, October 5, 2020
  • "SEC Finalizes Changes to the Requirements for Submission of Shareholder Proposals: Prepare for 2022 Proxy Season," Jones Walker LLP Corporate Client Alert, September 25, 2020
  • "It’s Time to Review Your Bylaws and Anti-Takeover Protections," Jones Walker LLP Banking & Financial Services Newsletter, July 30, 2020
  • "It’s Time to Review Your Bylaws and Anti-Takeover Protections," Jones Walker LLP Corporate Client Alert, July 21, 2020
  • "Beyond the Blog — COVID-19 Weekly Recap — July 19, 2020," Jones Walker LLP Disaster Prep & Recovery Client Alert, July 19, 2020
  • "Questions and Notes for the Second Quarter Earnings Season," Jones Walker LLP Corporate Client Alert, July 14, 2020
  • "Beyond the Blog — COVID-19 Weekly Recap — June 28, 2020," Jones Walker LLP Disaster Prep & Recovery Client Alert, June 28, 2020
  • "Calendar Fiscal Year Companies, It Is Time To Calculate Public Float — Remember Recent SEC Amendments to Definitions of Accelerated Filer and Large Accelerated Filer," Jones Walker LLP Corporate Client Alert, June 24, 2020
  • "Beyond the Blog — COVID-19 Weekly Recap — May 31, 2020," Jones Walker LLP Disaster Prep & Recovery Client Alert, May 31, 2020
  • "Update: NASDAQ Temporarily Delays Implementation of Accelerated Delisting Rules During COVID-19 Pandemic," Jones Walker LLP Corporate Client Alert, May 28, 2020
  • "Update: NYSE Provides Additional Temporary Relief from Shareholder Approval Requirements during COVID-19 Pandemic," Jones Walker LLP Corporate Client Alert, May 21, 2020
  • "Beyond the Blog — COVID-19 Weekly Recap — May 17, 2020," Jones Walker LLP Disaster Prep & Recovery Client Alert, May 17, 2020
  • "SEC Issues FAQs Regarding COVID-19 Order," Jones Walker LLP Corporate Client Alert, May 11, 2020
  • "Beyond the Blog — COVID-19 Weekly Recap — May 10, 2020," Jones Walker LLP Disaster Prep & Recovery Client Alert, May 10, 2020
  • "Update: NASDAQ Provides Temporary Relief from Certain Shareholder Approval Requirements During COVID-19 Pandemic," Jones Walker LLP Corporate Client Alert, May 8, 2020
  • "Beyond the Blog — COVID-19 Weekly Recap — May 3, 2020," Jones Walker LLP Disaster Prep & Recovery Client Alert, May 3, 2020
  • "Update: NYSE and NASDAQ Receive Approval for Additional Temporary Relief from Continued Listing Standards During COVID-19 Pandemic," Jones Walker LLP Corporate Client Alert, April 27, 2020
  • "Beyond the Blog — COVID-19 Weekly Recap — April 19, 2020," Jones Walker LLP Disaster Prep & Recovery Client Alert, April 19, 2020
  • "Guidance from the SEC, Proxy Advisory Firms, and Institutional Investors Continues to Encourage Virtual Shareholder Meetings and COVID-19 Specific Disclosure," Jones Walker LLP Corporate Client Alert, April 15, 2020
  • "NYSE Provides Temporary Relief from Certain Continued Listing Standards During COVID-19 Pandemic," Jones Walker LLP Corporate Client Alert, April 15, 2020
  • "SEC Chairman Encourages Public Companies to Keep Investors Informed | SEC Chief Accountant Discusses COVID-19 Challenges," Jones Walker LLP Corporate Client Alert, April 8, 2020
  • "SEC Simplifies Disclosure Requirements for Certain Registered Debt Offerings," Jones Walker LLP Corporate Client Alert, April 8, 2020
  • "Update: SEC Extends Filing Extension Relief to Form 10-K Part III Information; Delaware's Governor Issues Revised Emergency Order Permitting Change in Annual Meeting Location Without Additional Mailing," Jones Walker LLP Corporate Client Alert, April 8, 2020
  • "Beyond the Blog — COVID-19 Weekly Recap — April 5, 2020," Jones Walker LLP Disaster Prep & Recovery Client Alert, April 5, 2020
  • "How to Hold a Virtual Annual Meeting During the COVID-19 Pandemic," Jones Walker LLP Corporate Client Alert, April 1, 2020
  • "Louisiana's Governor Signs Proclamation Regarding Virtual-Only Shareholder Meetings," Jones Walker LLP Corporate Client Alert, April 1, 2020
  • "SEC Extends Reporting Exemptions and Issues COVID-19 Disclosure Guidance," Jones Walker LLP Corporate Client Alert, March 30, 2020
  • "SEC Issues New MD&A Guidance and Proposes to Amend Disclosure Rules Regarding Selected Financial Data, Supplementary Financial Data, and MD&A," Jones Walker LLP Corporate Client Alert, February 2020
  • "SEC Adopts Further Amendments to Modernize and Simplify Disclosure Requirements Pursuant to the FAST Act," Jones Walker LLP Corporate Client Alert, April 2, 2019
  • "SEC Amendments to Streamline and Simplify Disclosure Requirements," Jones Walker LLP Corporate Client Alert, January 18, 2019
  • "SEC Approves Amendments to Modernize Definition of Smaller Reporting Company," Jones Walker LLP Client Alert, June 29, 2018
  • "NYSE Rule Implementation - Dividend Announcements," Jones Walker LLP Corporate & Securities Client Alert, January 17, 2018
  • "ISS and Glass Lewis Release 2018 Proxy Voting Policies," Jones Walker LLP Corporate & Securities Client Alert Corporate & Securities Client Alert, January 2, 2018
  • "SEC Approves NYSE Proposed Rule Change Requiring a Delay in Release of End-Of-Day Material News," Jones Walker LLP Corporate & Securities Client Alert, December 2017
  • "Corporation Law: Louisiana," with Richard Wolfe, Practical Law Company, December 2017
  • "SEC Approves New PCAOB Standard for Auditor's Report," Jones Walker LLP Corporate & Securities Client Alert, November 6, 2017
  • "SEC Issues New Guidance on the Use of Non-GAAP Financial Measures," Jones Walker LLP Corporate & Securities Client Alert, May 20, 2016
  • "Jones Walker Welcomes 2015 and the New Louisiana Business Corporation Act," Jones Walker LLP Corporate & Securities Client Alert, January 2015
  • "SEC Proposes Amendments to Rules 506 and 144A to Remove Prohibition on General Solicitation & General Advertising," Jones Walker LLP Corporate & Securities EBulletin, September 7, 2012
  • "SEC Staff Updates Guidance on Use of Non-GAPP Financial Measures," Jones Walker LLP Corporate & Securities EBulletin, January 2010

Memberships

Civic and Charitable:

  • Brew at the Zoo Event Co-Chair (2018)
  • Fur Ball Committee (2018)
  • Hogs for the Cause Gala, Co-Chair (2013-2018)
  • Louisiana Arts & Science Museum, Member of the Board of Trustees; Co-Chair Gala Host Committee (2016-2017); Co-Chair Gala Support Committee (2018); Secretary of Board of Trustees (2018)
  • Junior League of Baton Rouge, Sustaining Member
  • Leadership Louisiana (Class of 2017); Council For A Better Louisiana Member
  • Woman's Annual Giving Campaign (2014-2017)
  • Baton Rouge Delta Gamma Alumnae Group, Board Member; VP Finance; VP Communications (2013-2015); VP Membership (2015-2016)
  • Playmakers of Baton Rouge, Board Member (2013-2016); Secretary (2015-2016); Treasurer (2014-2015)
  • Baton Rouge Alumnae Panhellenic Group, Board Member; President (2014-2015)
  • Leadership Greater Baton Rouge (Class of 2014); Alumni Group Member
  • Young Friends of St. Andrew's Village, Gala Committee Member (2009-2014)
  • Junior League of New Orleans, Get on Board Training Program (Class of 2011)

Professional:

  • American Bar Association
  • Baton Rouge Bar Association
  • Louisiana Bar Association, Corporate and Business Law Section, Council Member and Treasurer
  • Texas Bar Association
  • Society for Governance Professionals
Baton Rouge
Suite 800
445 North Blvd
Baton Rouge, LA 70802
D: 225.248.2030
F: 225.248.3030
Emailalayfield@joneswalker.com

Education

  • Louisiana State University Paul M. Hebert Law Center
    JD, BCL, magna cum laude, 2008
    Order of the Coif; Louisiana Law Review; Chancellor's List
  • The University of Mississippi
    BA, History, summa cum laude, 2005
    Phi Beta Kappa; Sally McDonnell-Barksdale Honors College

Bar Admissions

  • Louisiana
  • Texas

Related Practices

  • Commercial Transactions
  • Corporate
  • Corporate Governance
  • Disaster Preparedness & Recovery
  • Equity & Debt Financing
  • Maritime Restructuring
  • Mergers & Acquisitions
  • Securities

Related Industries

  • Construction
  • Hospitality
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