Samuel Wolff


Akin Gump
Robert S. Strauss Building
1333 New Hampshire Avenue, N.W.
Washington, DC 20036-1564

Tel: +1 202.887.4462
Fax: +1 202.887.4288


Mr. Wolff represents issuers and market participants in domestic and cross-border securities transactions, including public, private, offshore and secondary offerings, and resale transactions. He advises issuers and market participants with respect to trading issues and disclosure and securities compliance matters arising under the federal securities laws. His experience includes matters relating to Section 16 and 13(d), periodic reports, stock repurchase programs, insider trading compliance, Rule 10b5-1 plans, corporate governance, executive compensation, shareholder proposals, listing issues, 1940 Act and broker-dealer status issues and securities law aspects of equity derivative transactions. Mr. Wolff has also represented clients in enforcement proceedings before the SEC.

Prior to joining Akin Gump, Mr. Wolff was a member of the SEC staff, where he served for three years in the Division of Corporation Finance. He was a member of the Chief Counsel’s Office of the Division of Corporation Finance and later, as deputy chief of the Office of International Corporate Finance, served as the co-draftsperson of the SEC’s Rule 144A and Regulation S rulemaking proposals.

Mr. Wolff served as chair of the International Securities Law Committee of the Corporation, Finance and Securities Law Section of the DC Bar from 2008 – 2010. He recently completed a four-year term as a member of the National Adjudicatory Council of FINRA.

Mr. Wolff is co-author of the following legal treatises and books:

  • Securities and Federal Corporate Law (multivolume treatise)
  • International Capital Markets and Securities Regulation (multivolume treatise)
  • Going Public and the Public Corporation (multivolume treatise)
  • Emerging Trends in Securities Law (18 books in an annual series)
  • Going Public Handbook
  • Sarbanes-Oxley in Perspective

In addition to his other legal training, Mr. Wolff earned a doctoral degree in law from the University of Wisconsin School of Law for his work involving international securities regulation. He was a post-doctoral fellow (in absentia) at Yale University Graduate School and has studied at the London School of Economics.

In continually volatile capital markets, issuers, investors and underwriters must be increasingly nimble to manage business risk and meet their financing goals. Clients call upon Akin Gump Strauss Hauer & Feld LLP’s capital markets team to devise innovative financing solutions that consider near- and long-term market realities and to benefit from our results-oriented approach to getting deals done.

We regularly represent issuers, private equity funds and their portfolio companies, obligors and underwriters in the full range of public and private debt and equity transactions, including:

  • initial and secondary public offerings
  • shelf registrations and takedowns
  • offerings of investment-grade, high-yield and convertible debt
  • tender offers, exchange offers and consent solicitations
  • Rule 144A/Regulation S offerings and traditional private placements
  • leveraged acquisition financing
  • American Depositary Share offerings
  • commercial paper offerings
  • rights offerings
  • offerings of tax-exempt industrial development bonds
  • offerings of electric utility securitization bonds
  • PIPE transactions
  • debt restructurings
  • offerings on behalf of REITs.

We have extensive experience advising issuers and creditors with respect to debt restructuring transactions, both inside and outside of formal bankruptcy proceedings. Also of note is our specialized experience in transactions involving special purpose acquisition companies (SPACs). In recent years, some of the market’s most sophisticated SPAC investors and underwriters have turned to us as counsel on their deals.

In the first half of 2014, we ranked sixth among advisers to equity issuers on U.S. IPOs (by value), and #15 among advisers to high yield issues in data compiled by Bloomberg. In 2013, we advised on approximately $28 billion in capital markets transactions.

Our commitment to diversity is steadfast. We strive to create a culture of inclusiveness, where differences are seen as strengths, where varied perspectives are welcomed and where our workforce reflects the diversity in our world. Diversity is consistent with our goal to become a highly successful firm and essential to achieving that success.

In 2012, Akin Gump joined an elite group of Am Law 100 firms actively committed to reducing the impact of our office operations on the environment by joining the ABA-EPA Law Office Climate Challenge.


Mr. Wolff has served as Chair of the International Securities Law Committee of the Corporation, Finance and Securities Law Section of the DC Bar since 2010.
...., 2014