People

Jennifer A. Zepralka

Partner

Zepralka, Jennifer

Jennifer Zepralka focuses her practice on federal securities law compliance, disclosure and corporate governance issues. She advises both public and private companies on compliance with corporate and federal securities laws and has represented clients in a variety of capital markets transactions. Ms. Zepralka rejoined WilmerHale in 2013 after having served as Senior Special counsel to the Director of Division of Corporation Finance at the Securities and Exchange Commission.

Learn more about Ms. Zepralka's practice and how she can support your startup on WilmerHaleLaunch.com.

Ms. Zepralka rejoined WilmerHale from the United States Securities and Exchange Commission (SEC), where she was the first Linda C. Quinn Attorney-Fellow and served as Senior Special Counsel to the Director of the Division of Corporation Finance since 2009. While there, she advised the Division Director and others at the SEC on a wide range of policy and technical matters, including rulemaking, legislative proposals, registrant matters and interpretations of federal securities laws and regulations. She participated in the Division’s implementation of both the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Jumpstart Our Business Startups (JOBS) Act, and worked closely with the SEC Advisory Committee on Small and Emerging Companies. Ms. Zepralka also prepared testimony and briefing materials for congressional hearings and provided technical advice on legislative matters.

Ms. Zepralka is a former counsel in the Corporate Practice at WilmerHale, having advised public companies and financial institutions on compliance with corporate and federal securities laws, including disclosure and other requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, and requirements under the Sarbanes-Oxley Act and corporate governance matters. She represented clients in a variety of transactions, including public and private securities offerings.

Prior to joining WilmerHale, Ms. Zepralka was an associate in the London, England office of Allen & Overy where she advised clients in connection with international debt and equity offerings and ongoing obligations as US reporting companies.

Publications & News

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November 29, 2017

US Department of the Treasury: A Financial System That Creates Economic Opportunities—Capital Markets

In October 2017, the US Department of the Treasury (Treasury) published a report titled “A Financial System That Creates Economic Opportunities” (Treasury Report). Treasury, under the direction of Secretary Steven T. Mnuchin, prepared the Treasury Report in response to Executive Order 13772 (Executive Order). The Executive Order established a set of Core Principles consistent with which the financial markets should be regulated.

August 4, 2017

SEC Confirms Certain ICOs Are Securities Offerings; Regulators Renew Focus on Cryptocurrencies

Participants and observers in cryptocurrency markets have long expected input from the SEC on the question of whether offerings of cryptocurrencies would be subject to the federal securities laws. On July 25, the SEC issued a Report of Investigation pursuant to Section 21(a) of the Securities Exchange Act of 1934 of its investigation of an offering of digital tokens by “The DAO,” an unincorporated virtual organization. This WilmerHale Client Alert was republished in Bloomberg BNA's Securities Regulation & Law Report.

April 28, 2017

2017 IPO Report

Our 2017 IPO Report offers a detailed analysis of, and outlook for, the IPO market, plus useful IPO market metrics. We look at rates of adoption of JOBS Act relief by emerging growth companies, the potential impact of the new presidential administration on policy and direction at the US Securities and Exchange Commission and much more.

May 25, 2016

Applying the New SEC Staff Guidance on Non-GAAP Measures to Your Next Earnings Announcement

All public companies should consider and address the SEC staff's new guidance, as well as other recent developments regarding the use of non-GAAP measures, as they prepare for their next earnings announcement. To help you work through the implications of the new guidance, we discuss the new and revised CDIs, and offer our analysis of key takeaways and action items.

March 24, 2016

2016 IPO Report

Our 2016 IPO Report offers a detailed analysis of, and outlook for, the IPO market, plus useful IPO market metrics. We look at rates of adoption of JOBS Act relief by emerging growth companies, recent FAST Act amendments that further streamline the IPO process and much more.

December 10, 2015

Overview of Securities Law Provisions of the FAST Act

On December 4, 2015, President Obama signed into law the Fixing America’s Surface Transportation Act. The FAST Act, which is aimed principally at authorizing spending on highway and transit projects, includes several amendments to the Jumpstart Our Business Startups Act (JOBS Act) and other securities law provisions, some of which are effective immediately.

May 8, 2015

SEC Proposes Dodd-Frank Pay-Versus-Performance Disclosure Rules

On April 29, 2015, the Securities and Exchange Commission (SEC) voted 3-2 to propose new rules requiring companies to disclose the relationship between executive compensation “actually paid” and the company’s “financial performance.”

May 1, 2015

SEC Adopts Rules to Implement Regulation A+, Providing New Avenue for Capital Formation

On March 25, 2015, the Securities and Exchange Commission adopted amendments to Regulation A pursuant to Section 401 of the Jumpstart Our Business Startups Act for offers and sales of up to $50 million of securities annually. Regulation A+ creates two tiers of offerings that are exempt from registration under the Securities Act of 1933.

September 25, 2013

SEC Proposes Rules for Pay Ratio Disclosure

At an open meeting on September 18, 2013, by a 3-2 vote, the Securities and Exchange Commission proposed a new rule,1 as mandated by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, to require companies to disclose (i) the median of the annual total compensation of all company employees (excluding the company’s principal executive officer), (ii) the annual total compensation of the company’s principal executive officer and (iii) the ratio between the two. A summary of the proposed rule is set forth below.

July 11, 2013

SEC Adopts JOBS Act and Dodd-Frank Act Private Placement Provisions; Proposes Additional Requirements for Private Placement Market

At an open meeting on July 10, 2013, the Securities and Exchange Commission (SEC): approved final rules implementing Section 201(a)(1) of the Jumpstart Our Business Startups Act (the JOBS Act) to eliminate the prohibition on general solicitation and advertising for certain offerings made pursuant to Rule 506 of Regulation D of the Securities Act of 1933 (the Securities Act) and Rule 144A under the Securities Act; approved a final rule to disqualify securities offerings involving certain felons and other “bad actors” from reliance on Rule 506, as mandated by Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act); and proposed amendments to Regulation D, Form D and Rule 156 under the Securities Act intended to enhance the SEC’s ability to evaluate changes in the market and to address the development of practices in Rule 506 offerings.

Honors & Awards

Practices

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Education

JD, cum laude, University of Pennsylvania Law School, 2001, Executive Editor, University of Pennsylvania Law Review

AB, History, Dartmouth College, 1994

Bar Admissions

District of Columbia

New York

Government Experience

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