Jennifer A. Zepralka


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.

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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


March 26, 2018

Board Oversight of Cybersecurity

Cybersecurity is one of the highest priority issues for public company executives and directors. This note shares our views—developed over our involvement in the aftermath of many cybersecurity events as well as counseling on cyber-preparedness—on how boards can properly oversee cybersecurity risks. This client alert was also published by Law360.

February 23, 2018

SEC Approves Guidance on Public Company Cybersecurity Disclosures

On February 21, 2018, the Securities and Exchange Commission approved an interpretive release updating guidance on public company disclosure and other obligations concerning cybersecurity matters. This article was also published by the Harvard Law School Forum on Corporate Governance and Financial Regulation.

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.

Honors & Awards


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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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