Richard M. Leisner is a skilled expert witness, having actively served in this capacity for many years. Richard, as the firm's senior securities lawyer, has enjoyed a broad-based transactions practice with Trenam Law for over three decades, and his practice encompasses virtually all stages of the life cycle for private and public companies, their owners, and their leaders. He has advised on a variety of matters including: complex business transactions and litigation, public and private securities offerings, bankruptcies, class actions, and legal malpractice disputes. This real world experience is the foundation for Richard's expert witness work.
Will the trier of facts reach the conclusion most beneficial to your client?
The right expert can help.
Some of Richard's most significant contributions have been made in the early stages of cases. Richard guides trial counsel through the regulatory and documentary morass that transactions lawyers navigate every day, and provides lucid explanations of what should (or should not) have happened, together with identifying which facts, documents, and legal issues are most important. His services have included submitting written reports, sitting for depositions, and testifying at trial. He has aided counsel in preparations for key witness and opposing expert depositions, has designed and prepared trial demonstratives, and has helped to more effectively develop and implement winning tactics and strategies.
- University of Pennsylvania, J.D. (1970 cum laude)
- Hamilton College, A.B. (1967 cum laude)
- SEC Advisory Committee on Smaller Public Companies (2005-2006)
- Chair, Middle Market & Small Business Committee, Section of Business Law, American Bar Association (1997-2001)
- National Association of Securities Dealers, Inc. Legal Advisory Board (1999-2004)
- Chair, Securities Regulation Subcommittee, Middle Market & Small Business Committee, Section of Business Law, American Bar Association (1986-1989)
- Chair, Business Law Section, Middle Market, The Florida Bar (1980-1981)
- Professor of Law (Adjunct), Stetson University College of Law, St. Petersburg, FL, Introduction to Securities Regulation (1976-1979; 1981-1983)
- The Best Lawyers in America, all editions since inception (1983-2018); Florida-Corporate, Securities, and Corporate Governance and Compliance
- The Best Lawyers in America, Lawyer of the Year (Securities Regulation) 2015
- Life Member, American Law Institute
- Life Fellow, American Bar Foundation
- Federal and State Courts
- Civil and Criminal
Areas of Expertise
Examples of issues Richard has provided assistance on as an expert witness and consultant include:
- Attorney Malpractice
When are the applicable standards of care in corporate and securities transactions satisfied (or not satisfied)?
- What is a "Security"
Which unusual financing arrangements are (or are not) "securities" under federal and state law
- Public Offerings
IPOs and secondary offerings - What are the roles and responsibilities of the issuer, underwriter and counsel? How are the applicable due diligence responsibilities satisfied? Who does what, when and why?
- Public Company Obligations
What are the ongoing roles and responsibilities of public companies and their officers, directors and counsel in complying with SEC reporting requirements, making disclosures to the investment community, complying with other SEC and stock exchange regulations and responding to regulatory investigations?
- Corporate Governance and Fiduciary Duty
What are the roles and responsibilities of officers and directors of both public and private companies? What are the fiduciary duties owed to stockholders by officers, directors and majority stockholders, and how are they discharged? Who does what in the Boardroom and executive suite, and why?
- Mergers & Acquisitions
What are the roles and responsibilities of officers, directors and counsel in buying and selling businesses (private and public, friendly and hostile). What conduct will (and will not) qualify for protection under the Business Judgment Rule?
- Executive Employment, Compensation & Termination
What is the rationale in structuring, negotiating and interpreting executive employment agreements, including cash salary and bonus and equity-based compensation (stock options, etc.), and termination provisions (for cause, without cause and after change of control).
- Stock Options & Equity-Based Compensation
Stock options, restricted stock, phantom stock and SARs, LTIPs and Omnibus Plans - What are the key plan design, implementation and interpretation issues? What happens in disputes with award holders?
- Broker Dealers
Who has to be licensed as a broker dealer under state and federal law? How do the NASD/FINRA and other regulators impact what deals they can (or cannot) do?
- Florida's Securities Law
Chapter 517, Florida's securities law - How does Florida deal with exempt securities, private placements and other exempt transactions, secondary trading exemptions, broker dealer and investment advisor regulation, regulatory investigations and statutory liability?
- Attorney Ethics
When the attorney's client is a corporation or LLC, what duties does counsel owe to the client? Multi-party transactions - What responsibilities does counsel owe to the equity owners when representing corporations and other business entities? What are the ethical issues in doing business with clients?
"Alternatives to Registration Chart," co-authored with Stanley Keller of Locke Lord LLP and Jean E. Harris of Greenberg Traurig, LLP., The Corporate Counsel (March/April 2017), May 1, 2017
"Alternatives to Registration Chart,” co-authored with Stanley Keller of Locke Lord LLP and Jean E. Harris of Greenberg Traurig, LLP., The Corporate Counsel (2017), January 1, 2017; and also Insights, (Vol. 31, No., 4), April 20, 2017
"Alternatives to Registration Chart,” co-authored with Stanley Keller of Locke Lord LLP and Jean E. Harris of Greenberg Traurig, LLP., The Corporate Counsel (July/August 2016), September 15, 2016
"General Solicitation Under Rule 506(b) After Citizen VC: Part 2 - Clearer Guiding Principles Analyzed and Possible Future Best Practices Considered,” Author, Vol. 44, No. 2 Securities Regulation Law Journal, 133, (Summer 2016)
"General Solicitation Under Rule 506(b) After Citizen VC: Part 1 - Clearer Guiding Principles Analyzed and Possible Future Best Practices Considered,” Author, Vol. 44, No. 2 Securities Regulation Law Journal, 133, (Summer 2016); also posted as a guest post on The D&O Diary, June 15, 2016, legal blog published by Kevin M. LaCroix, available at www.dandodiary.com; also available on SSRN.
"New Regulation A: The Next Big Thing in Capital Formation? Or Just an A+ for Effort?," Trenam Legal Update, June 26, 2015
"Alternatives to Registration Chart,” co-authored with Stanley Keller of Locke Lord, LLP and Jean E. Harris of Greenberg Traurig, LLP., The Corporate Counsel (March/April 2015), May 1, 2015
"Dawn of a Brave New World! Advertising in private offerings under new SEC Rule 506(c), but no bad actors,” Author, Trenam Legal Update, August 2013
"Jobs Act Update - SEC Proposed Rules for ‘Private Offerings’ With Advertising Draw Fire,” Author, Trenam Legal Update, October 2012
"Jobs Act - Sure It's a Catchy Name But Will It Boost Capital Formation and Create New Jobs?,” co-authored with Diana Hayes and Gary Teblum, Trenam Legal Update, June 2012
"Final Rules to Implement Changes in Accredited Investor Definition Are Issued,” co-authored with Diana Hayes, Trenam Legal Update, March 2012