Biography
Rachel Alpert is an associate in Weil’s Public Company Advisory Group and is based in New York. Rachel participates in advising U.S. public companies and foreign private issuers on securities law issues, disclosure, governance and compliance matters.
Rachel has been part of the teams advising:
- Advent International and Batak LLC, as selling shareholders, in a $201.3 million secondary offering of shares of Sovos Brands
- Cedar Fair in its $8 billion merger of equals with Six Flags
- Affiliates of Thomas H. Lee Partners, as sellers, in an approximately $152 million Rule 144 sale of 13.7 million shares of common stock of Dun & Bradstreet Holdings, Inc. (a public company backed by an investor consortium led by THL Partners, Cannae Holdings, Black Knight and CC Capital) to J.P. Morgan
- Affiliates of Thomas H. Lee Partners, as sellers, in an approximately $127 million Rule 144 sale of 13.4 million shares of common stock of Dun & Bradstreet Holdings, Inc. (a public company backed by an investor consortium led by THL Partners, Cannae Holdings, Black Knight and CC Capital) to Goldman Sachs
- Black Knight, Inc. in its acquisition of Optimal Blue LLC, in a transaction that implied an enterprise value of $1.8 billion and subsequently a Special Committee of Black Knight in the $1.2 billion acquisition of all of the equity interests Black Knight did not already own in Optimal Blue
- Cedar Fair in its pending $8 billion merger of equals with Six Flags
- Thomas H. Lee Partners, as selling shareholder, in a Rule 144 sale of Class A common stock of Alight, Inc.
Latest Thinking, Firm News & Announcements
Latest Thinking
- Quarterly Review of Corporate Governance and Public Company Disclosure Developments Publication — By Howard B. Dicker, Adé Heyliger and Rachel Alpert — PDF — April 15, 2024
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SEC Finalizes Tougher Rules for SPACs
Blog Post — Weil Governance & Securities Watch
— By
Adé Heyliger,
Steven Bentsianov and
Rachel Alpert
— February 17, 2024
On January 24, 2024, the U.S. Securities and Exchange Commission (“SEC”) approved final rules to overhaul regulations covering special purpose acquisition companies (“SPACs”). With a few notable exceptions, the final rules are in line with the rules proposed in 2022 (see our prior alert here for a discussion of the 2022 proposed rules). In this Alert, we provide a summary of the rules, as adopted, and highlight certain deviations from the proposed rules. ...
- Heads Up for the 2024 Proxy Season: Key Corporate Governance, Disclosure and Engagement Topics Alert — Governance & Securities — By Lyuba Goltser, Kaitlin Descovich, Howard B. Dicker, Rebecca Grapsas, Adé Heyliger, P.J. Himelfarb, Steven Bentsianov, Rachel Alpert, Daniel Ruzi, Julie Rong, Eleni Samara and Amanda Zoda — PDF — January 30, 2024
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Looking Ahead to the 2024 Proxy Season: ISS Annual Policy Survey – Continued Focus on Climate Change and Governance
Blog Post — Weil Governance & Securities Watch
— By
Lyuba Goltser,
Kaitlin Descovich and
Rachel Alpert
— September 14, 2023
Institutional Shareholder Services (ISS) has launched its Annual Benchmark Policy Survey (available here) to help inform potential changes to its voting policies for the 2024 proxy season. This year, ISS largely focuses on global environmental and social topics, particularly climate change, as well as compensation, governance and stewardship topics such as U.S. non-GAAP incentive metrics, […]
The post Looking Ahead to the 2024 Proxy Season: ISS Annual Policy Survey – Continued Focus on Climate Change and Governance appeared first on Governance & Securities Watch.
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Officer Exculpation Charter Amendments: A 2023 Proxy Season Review
Blog Post — Weil Governance & Securities Watch
— By
Lyuba Goltser,
Kaitlin Descovich and
Rachel Alpert
— July 06, 2023
Effective in August 2022, Section 102(b)(7) of the Delaware General Corporation Law was amended to permit Delaware corporations to exculpate “covered officers,” providing such officers with certain protections traditionally available only to directors. Since then, over 200 publicly traded Delaware corporations have amended their certificate of incorporation (or charter) to adopt an officer exculpation provision. In this Alert, we evaluate the results of the 2023 proxy season, during which 279 public companies included a proposal in their annual meeting proxy statement requesting stockholder approval of a charter amendment to adopt an officer exculpation provision. We also take stock of factors that influenced the voting outcomes, including ISS and Glass Lewis recommendations, as well as considerations for companies that have not yet adopted officer exculpation as they look ahead to the 2024 proxy season ...
Firm News & Announcements
- Weil Advises Cedar Fair in $8B Merger with Six Flags Deal Brief — November 02, 2023