Nick Grabar’s practice focuses on capital markets and securities regulation and on the representation of large reporting companies.

He plays a primary role in the firm’s work for public company clients, including leading U.S. and Latin American businesses, sovereigns, and global investment banks, on their biggest and most complex capital markets and financing matters.

In recent years, Nick has focused on cutting edge developments, and he helps lead our sustainability working group, our digital assets team, and our SPAC practice.

Nick is known for creating durable relationships with his clients—including representing the Mexican government for more than 30 years—and is regarded as one of the premier authorities on SEC disclosure and securities reporting matters.

He has extensive experience in international financings in public and private markets, in U.S. securities law and regulations applicable to foreign issuers, and in the regulation of financial reporting. Nick also has experience in the telecommunications and natural resources sectors, and has advised on acquisitions, joint ventures, privatizations, and debt restructuring.

Nick repeatedly has been recognized for his work on behalf of clients, including by The American Lawyer, Chambers Global, Chambers Latin America, Chambers USA, The Legal 500 Latin America, and IFLR1000, among others. In 2016, Latin Lawyer named Nick its “International Lawyer of the Year,” describing him as “an elite dealmaker with a reputation for assisting on novel financing structures that set precedents for others to follow.”

Nick teaches international securities regulation as an adjunct faculty member at the Columbia Law School. He joined the firm in 1984, became a partner in 1991, and became senior counsel in 2022. From 1985 to 1989, he was resident in the Paris office.

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Notable Experiences

  • Multiple publicly filed U.S. SPAC IPOs.

  • Artius Acquisition Inc. in its $630 million IPO.

  • Liberty Mutual as regular counsel in its PIPE investments in SPACs.

  • The governments of Brazil, Mexico, and Argentina on international debt matters.

  • Securities law, disclosure, and capital markets matters in connection with major M&A transactions, including Family Dollar/Dollar Tree, Tech Data/Avnet, Tech Data/Apollo, and Kindred/Gentiva.

  • Petrobras in its SEC reporting and financing matters. 

  • Vale on corporate and financing matters.

  • BNDES, the Brazilian development bank, in its green bond and other capital markets transactions.

  • The Mexican government in its successful December 2018 amendment to its Mexico City airport financing.

  • IPOs by non-U.S. issuers, including GMéxico Transportes, Nexa Resources, Netshoes, Cementos Pacasmayo, and others.

  • Pemex on SEC reporting, international financing, and liability management.

  • Numerous companies in meeting their disclosure requirements with the SEC, including U.S. issuers (Family Dollar, Kindred Healthcare, Lowe’s, Tech Data, and Tempur Sealy) and non-U.S. issuers (América Móvil, Copel, Evertec, MercadoLibre, Petrobras, Sony, and Vale).

  • América Móvil in its international financing transactions, groundbreaking offerings of securities, and more than a dozen acquisitions and investments around the world.

  • Tech Data Corp. (Tech Data) in its sale to funds managed by Apollo Global Management Inc. (Apollo).

  • MercadoLibre in multiple transactions, including its $2 billion equity offering.

  • Financial restatements and other financial reporting challenges, including for Petrobras, Tech Data, and Interpublic.

  • Spin-offs, including BHP Billiton’s demerger of South32, and multiple spin-offs for América Móvil.

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Selected Activities

  • Former Member, Board of Directors, Council of the Americas
  • Former Chair, Annual “Global Capital Markets and the U.S. Securities Laws” Program, Practicing Law Institute, 2002-2010

  • Former Chair, Financial Reporting Committee, New York City Bar Association
  • Member, TriBar Committee on Legal Opinions
  • Chair, Board of Trustees, Brooklyn Youth Chorus Association

Publications

“Potential Litigation Risks Associated with the SEC’s Proposed Rule on Climate-Related Disclosures,” (September 2022)

“The SEC Climate Disclosure Proposal – Top Ten Issues for Comment,” (May 2022)

“Climate Change Disclosures – Three Deep Dives into the SEC Proposal,” (April 2022)

“Cleary Provides Detailed Comments on SEC 10b5-1 Proposal,” (March 2022)

“SEC SPAC Proposal,” (March 2022)

“SEC Proposes Major Rule Changes on Trading Plans and Corporate Buybacks,” (December 2021)

“Preparing an Annual Report on Form 20-F – Guide for 2022,” (November 2021)

“The SEC Backs Off on Proxy Advisory Firms,” (November 2021, republished December 19, 2021 by Harvard Law School Forum on Corporate Governance and in the January 2022 issue of Insights: The Corporate & Securities Law Advisor)

“Final Rules for UK-listed SPACs,” (August 2021) 

“SEC Brings SPAC Enforcement Action and Signals More to Come,” (July 2021)

“SPACs and More: Key Proposals for Change to the UK’s Listing Regime,” (June 8, 2021) 

“SEC Charges Eight Companies and Signals Need for Better Disclosures About Delayed Filings,” (May 6, 2021) 

“Preparing An Annual Report on Form 20-F – Guide for 2021,” (January 25, 2021) 

“The Short-Termism Debate,” (January 11, 2021) 

“SEC Resource Extraction Payments Final Rule – Are We Having Fun Yet?,” (December 21, 2020) 

“SEC Adopts Major Changes to MD&A and Related Requirements,” (December 7, 2020)  

“SEC Brings Enforcement Action Against Global Brokerage Company, Finding False and Misleading Statements In Connection With Non-GAAP Financial Measures,” (November 9, 2020)

“SPAC Sponsors Beware: The Rising Threat of Securities Liability,” (October 21, 2020) 

“SEC Internal Controls Case Demonstrates Agency’s Focus On MNPI Issues In The Stock Buyback Context,” (October 19, 2020) 

“SEC Amends Requirements for Shareholder Proposals in Proxy Statements,” (September 28, 2020)

“Direct Listings 2.0 – Primary Direct Listings,” (July 1, 2020)

“The SEC Takes Action on Proxy Advisory Firms,” (July 31, 2020, republished August 11, 2020, by Law360)

“The SEC Roundtable on ‘Emerging Markets, including China’,” (July 19, 2020, republished August 10, 2020, by Harvard Law School Forum on Corporate Governance and Financial Regulation)

“COVID-19 in Q2 Reporting – What the SEC Is Looking For,” (July 1, 2020)

“Q2 Reporting: How Should a U.S. Public Company Quantify the Impact of COVID-19?,” (July 1, 2020)

“SDNY Decision Shows the PSLRA’s Protections Remain Strong For Chinese Issuers,” (June 30, 2020)

“New SEC Rules on Financial Disclosures for Acquisitions and Dispositions,” (May 27, 2020)

“Slack’s Direct Listing - Court Allows Securities Act Claims Without Requiring Tracing,” (April 30, 2020, republished May 4, 2020, by The Columbia Law School Blue Sky Blog and May 5, 2020, by Law360)

“First Quarter Earnings and COVID-19: SEC Officials Ask for More,” (April 10, 2020)

“SEC Chief Accountant Weighs in on Accounting Issues During the COVID-19 Outbreak,” (April 9, 2020)

“SEC Proposal: Improving Access to Capital in Private Markets,” (March 30, 2020)

“New SEC Coronavirus Actions,” (March 30, 2020)

“No Printer, No Scanner, No Problem: Electronic Execution of Agreements in the Remote Working Environment,” (March 27, 2020, republished April 2, 2020, by Law360 and April 23, 2020 by Westlaw)

“Leading Disclosure Issues for U.S. Public Companies in the COVID-19 Era,” (March 24, 2020)

“New SEC Rules on Guaranteed and Collateralized Securities,” (March 17, 2020, republished March 21, 2020, by The Columbia Law School Blue Sky Blog)

“SEC Maintains the Status Quo on Climate Change Disclosures,” (January 31, 2020)

“SEC Issues Guidance for Key Performance Metrics in MD&A,” (January 31, 2020)

“SEC Proposes Major Changes to MD&A and Related Requirements,” (January 31, 2020)

“Navigating the ESG Landscape,” (January 13, 2020)

“SEC Proposes Amendments to the Definition of Accredited Investor,” (December 23, 2019) 

“SEC Resource Extraction Payments Rule – Third Time’s the Charm?,” (December 20, 2019, republished December 26, 2019, by Harvard Law School Forum on Corporate Governance and Financial Regulation)

“SEC Proposes Changes to Requirements for Shareholder Proposals in Proxy Statements” (November 12, 2019; republished December 23, 2019, by LexisNexis)

“Proxy Advisory Firms — The SEC Drops the Other Shoe” (November 11, 2019; republished November 25, 2019, by Harvard Law School Forum on Corporate Governance and Financial Regulation)

“SEC Expands Ability to “Test the Waters” to All Issuers,” (October 1, 2019)

“SEC Proposes Amendments to Rules on Financial Disclosures for Acquisitions and Dispositions,” (May 8, 2019)

“SEC Announces Enforcement Cases on Public Company Internal Controls,” (February 5, 2019)

“SEC Sanctions ADT Over Non-GAAP Financial Measures in Earnings Releases,” (January 9, 2019)

“Quarterly Reporting – What’s Next?” (December 21, 2018; republished January 11, 2019, by Harvard Law School Forum on Corporate Governance and Financial Regulation) 

“SEC Guidance on Audit Committees of Brazilian Issuers,” (November 13, 2018) 

“The Tesla Settlement – What It Means for Other Companies,” (October 30, 2018; republished November 14, 2018, by Harvard Law School Forum on Corporate Governance and Financial Regulation)

“A Look Under the Hood of Spotify’s Direct Listing,” Harvard Law School Forum on Corporate Governance and Financial Regulation (April 2018) 

“Setting the Record Straight: Regulation G Doesn’t Apply to M&A Forecasts,” Deal Lawyers, Volume 11, No. 6 (November 2017)

“SEC Proposes to Modernize and Simplify Disclosure Requirements for Public Companies,” (October 16, 2017)

“SEC’s Proposed New Mining Disclosures,” (June 20, 2016)

“Non-GAAP Financial Measures: The SEC’s Evolving Views,” (June 13, 2016)

“SEC Proposal on Resource Extraction Payments,” Harvard Law School Forum on Corporate Governance and Financial Regulation (February 9, 2016)

“New SEC Staff Guidance on General Solicitation,” Review of Securities and Commodities Regulation (November 4, 2015)

“Getting Ready for Proxy Access,” Harvard Law School Forum on Corporate Governance and Financial Regulation (November 1, 2015).

U.S. Regulation of the International Securities and Derivatives Markets, Wolters Kluwer (11th edition, 2014)

“Private Offerings: SEC Liberalizes the Rules but also Proposes New Requirements,” VC Experts (October 23, 2013)

NYSE IPO Guide, Caxton (2nd edition, 2013)


Events