Mehrnaz Jalali

Of Counsel
Tel 646.346.8014
Fax 212.223.1942
New York

Mehrnaz (Naz) Jalali practices in the areas of securities and capital markets. Naz regularly advises public companies on corporate governance matters, securities law compliance including reporting under the Securities Exchange Act of 1934, compliance with stock exchange listing standards, and general corporate matters. Naz also represents issuers and underwriters in capital-raising transactions including private and public equity and debt offerings. She has experience with companies in a variety of industries, including gaming, specialty products, utilities, energy, aerospace, life sciences and automated test equipment.

Representative Transactions

  • Represented the underwriters in a $1.75 billion public offering of senior unsecured notes of an NYSE-listed electric utility
  • Represented a Nasdaq-listed biopharmaceutical company in a $258 million underwritten public offering of equity
  • Represented a Nasdaq-listed biopharmaceutical company in a $107 million private exchange offer of senior convertible notes for new convertible notes and common stock
  • Represented an NYSE-listed large energy company in the creation, structuring, solicitation of stockholder approval of two new classes of low-vote common stock and distribution of the new stock through a stock split
  • Represented an NYSE-listed large energy company in a $600 million underwritten public offering of a low-vote class of equity
  • Represented the underwriters in a $300 million public offering of senior unsecured notes of a natural gas company
  • Represented an NYSE-listed aerospace company in a $500 million Rule 144A offering senior unsecured notes and related exchange offer for registered notes
  • Represented the initial purchasers in c various Rule 144A offerings of senior unsecured notes of electric utilities
  • Represented a life sciences company in a $15 million private investment in public equity (PIPE) transaction and subsequent registered secondary offering of convertible notes and warrants
  • Represented an energy-efficient lighting company in becoming a reporting company by handling the registered secondary offering of its common stock, convertible notes, and warrants
  • Represented a large privately held retail company in a complex reorganization and merger for tax restructuring


Co-author, "SEC Adopts Rule Amendments to Modernize Certain Disclosures Under Regulation S-K," Ballard Spahr alert, September 2, 2020

Co-author, "SEC Broadens 'Accredited Investor' Definition to Give More Investors Access to Private Offerings," Ballard Spahr alert, September 1, 2020

Co-author, "2020 Annual Meeting Considerations for Public Reporting Companies as a result of COVID-19," Ballard Spahr COVID-19 Resource Center alert, March 16, 2020

Co-author, "What Has the SEC Been Up To? A Roundup of Recent Regulatory Developments," The Legal Intelligencer, August 6, 2018

Co-author, "New SEC Thresholds in Definition of Smaller Reporting Company Effective September 10," Ballard Spahr alert, July 12, 2018

Co-author, "Pay Ratio Is Still Here – The Relief Is New SEC Guidance That Offers Latitude," The Legal Intelligencer, November 6, 2017

Co-author, "SEC's Radar is on Non-GAAP Financial Measures," The Legal Intelligencer, August 10, 2016

Co-author, "Regulatory Spotlight on Excessive Compensation," The Legal Intelligencer, October 15, 2013

Contributor, "The Evolving Definitions of Materiality and Sustainability Reporting," The Legal Intelligencer, May 7, 2013

Co-author, "NYSE and NASDAQ Propose Rules Establishing Listing Standards for Compensation Committees and Selection of Compensation Advisers," Ballard Spahr alert, October 1, 2012

The University of Memphis Cecil C. Humphreys School of Law (J.D. 2010 cum laude)
Notes Editor, University of Memphis Law Review; Recipient, CALI Award, constitutional law

University of British Columbia, Sauder School of Business (B.Commerce 2005)
Dean's Honor Roll


Fluent in Farsi

New York