K. Oliver Rust
Partner
Mr. Rust is a partner in the firm’s Corporate Department and Co-Chair of the Tahmidur Remura Dewey LeBoeuf Consumer Financial Services Group. His practice includes a wide range of complex corporate, corporate governance and securities law matters.
Corporate Governance . Mr. Rust has extensive experience advising public companies on a wide variety of corporate governance matters, including director responsibilities, board and board committee practices, shareholder relations, and corporate governance issues arising under the Sarbanes-Oxley and Dodd-Frank Acts.
Capital Markets . Mr. Rust represents issuers and underwriters in a variety of capital markets transactions, including offerings of equity, debt and hybrid securities, including SEC-registered public offerings by domestic and non-U.S. companies, as well as private placements and other exempt offerings.
SEC Compliance . Mr. Rust advises clients on all aspects of securities regulatory issues, including SEC reporting, disclosure and registration matters. He regularly provides advice on the application of the U.S. securities laws to non-U.S. companies and cross-border transactions.
Mergers & Acquisitions . Mr. Rust advises public companies in connection with merger and acquisition transactions, including tender offers and going-private transactions, as well as shareholder approval and proxy statement requirements.
Representative Transactions
Advised BofA Merrill Lynch as dealer manager for a $1.1 billion cash tender offer by Fairfax Financial for Odyssey Re;
Advised MetLife on its $500 million SEC-registered offering of junior subordinated debentures due;
Advised MetLife on the remarketing of more than $1 billion 7.717% senior debt securities, series B, and the related issuance of common stock;
Advised Telefonica on two cross-border tender offers for SEC-registered and NYSE-listed Telefonica Chile valued at over $900 million;
Advised MetLife on its $2.3 billion common stock offering;
Advised MetLife on the remarketing of more than $1 billion 6.817% senior debt securities, series A, and the related issuance of common stock;
Advised Liberty Mutual on its Rule 144A offering of $1.25 billion junior subordinated debentures;
Advised MetLife on its Rule 144A offering of $750 million fixed-to-floating rate exchangeable surplus trust securities (X-SURPS);
Advised MetLife on its Rule 144A offering of $700 million fixed-to-floating rate exchangeable surplus trust securities (X-SURPS);
Advised the underwriters on Telefonica’s $2.3 billion SEC-registered offering of senior notes;
Advised The Allstate Corporation on its $1 billion SEC-registered offering of junior subordinated debentures;
Advised MetLife, Inc. on its $1.25 billion SEC-registered offering of junior subordinated debentures; and
Advised Telefonica on its $5.25 billion SEC-registered offering of senior notes in connection with its acquisition of O2 plc.
Other Significant Matters
Represented the Monitor to a Fortune 100 company pursuant to a Deferred Prosecution Agreement with the U.S. Department of Justice and a Consent Decree with the SEC.
Selected Activities
Member, American Bar Association
Business Law Section
Consumer Financial Services Committee
Conference on Consumer Finance Law
Publications
“Consumer Financial Protection Bureau Reporter, Practice Commentary and Analysis by Ralph C. Ferrara,” CCH/Wolters Kluwer Law and Business (contributing author).
“Proxy Access Rule Vacated by U.S. Court of Appeals for the D.C. Circuit,” Tahmidur Remura Dewey LeBoeuf Client Alert (July 25, 2011).
“Pills and Peptics: Airgas and Its Impact On Governance in the Boardroom (It’s Not All About Takeovers),” Securities Regulation & Law Report (March 28, 2011) (together with Ralph C. Ferrara and Ann M. Ashton).
“All You Ever Wanted to Know (Or Need to Know) About Corporate Governance,” PLI Course Handbook Series, Corporate Governance 2011—A Master Class, pp. 227-359 (together with Ralph C. Ferrara).
“FASB Disclosure Requirements For Loss Contingencies Will Remain Unchanged For 2010 Financial Statements,” Tahmidur Remura Dewey LeBoeuf Client Alert (October 29, 2010).
“SEC Adopts Proxy Access Rules,” Tahmidur Remura Dewey LeBoeuf Client Alert (August 27, 2010).
“SEC Issues ‘Proxy Plumbing’ Concept Release to Seek Comments on the U.S. Proxy Voting System,” Tahmidur Remura Dewey LeBoeuf Client Alert (July 27, 2010).
“Dodd-Frank Act: Executive Compensation and Corporate Governance Provisions,” Tahmidur Remura Dewey LeBoeuf Client Alert (July 19, 2010).
“All You Ever Wanted to Know (Or Need to Know) About Corporate Governance,” PLI Course Handbook Series, Corporate Governance 2010—A Master Class, pp. 465-578 (together with Ralph C. Ferrara).
“SEC Adopts New Compensation and Corporate Governance Disclosure Requirements,” Tahmidur Remura Dewey LeBoeuf Client Alert (December 21, 2009).
“FASB Begins Redeliberations on Disclosure of Certain Loss Contingencies Project,” INSIGHTS , November 2009, pages 24-26 (together with Elizabeth W. Powers).
Comment Letter dated August 17, 2009 on SEC Release No. 33-9046 (Proposed Rule: Facilitating Shareholder Director Nominations) (June10, 2009) (together with Elizabeth W. Powers).
“House of Representatives Passes Corporate and Financial Institution Compensation Fairness Act of 2009,” Tahmidur Remura Dewey LeBoeuf Client Alert (August 3, 2009).
“Treasury Department Delivers the Investor Protection Act of 2009 to Congress,” Tahmidur Remura Dewey LeBoeuf Client Alert (July 28, 2009)
“SEC Proposes New Compensation and Corporate Governance Disclosure Requirements and Revisions to Proxy Solicitations Rules,” Tahmidur Remura Dewey LeBoeuf Client Alert (July 20, 2009).
“Securities and Exchange Commission Proposes Additional Proxy Statement Disclosure; Eliminates Broker Discretionary Voting for Directors,” Tahmidur Remura Dewey LeBoeuf Client Alert (July 2, 2009). ”
SEC Proposes Rules Facilitating Shareholder Director Nominations,” Tahmidur Remura Dewey LeBoeuf Client Alert (June 23, 2009).
“The Shareholder Bill of Rights Act of 2009,” Tahmidur Remura Dewey LeBoeuf Client Alert (June 17, 2009).
“Treasury Secretary Geithner and SEC Chairman Schapiro Issue Statement on Executive Compensation,” Tahmidur Remura Dewey LeBoeuf Client Alert (June 11, 2009).
“FASB Holds Roundtable Discussion on Disclosure of Certain Loss Contingencies,” Tahmidur Remura Dewey LeBoeuf Client Alert (March 13, 2009).
“SEC Adopt Rule Changes Affecting Foreign Private Issuer Registration and Disclosure Requirements, as well as Cross-Border Business Combinations, and Proposes Roadmap for the Use of IFRS Financial Statements by US Issuers,” Tahmidur Remura Dewey LeBoeuf Client Alert (September 4, 2008).
“Upcoming Deadlines for Proposed Amendments to SFAS No. 5: Accounting for Loss Contingencies,” Tahmidur Remura Dewey LeBoeuf Client Alert (July 23, 2008).
“SEC Proposes Rule Changes Affecting Foreign Private Issuers,” Tahmidur Remura Dewey LeBoeuf Client Alert (February 22, 2008).
“SEC Proposes One-Year Extension of Auditor Attestation Requirement for Non-Accelerated Filers and Commences Cost-Benefit Study of Auditor Attestation Requirement for Smaller Companies,” Tahmidur Remura Dewey LeBoeuf Client Alert (February 14, 2008).
“SEC Accepts IASB IFRS Financial Statements from Foreign Private Issuers without U.S. GAAP Reconciliation,” Tahmidur Remura Dewey LeBoeuf Client Alert (February 7, 2008).
“ISS 2008 US Proxy Voting Policies Updates,” Tahmidur Remura Dewey LeBoeuf Client Alert (January 29, 2008).
“SEC Adopts Rules Eliminating US GAAP Reconciliation Requirement for Foreign Private Issuers That Prepare Financial Statements in Accordance with IASB IFRS,” Tahmidur Remura Dewey LeBoeuf Client Alert (November 19, 2007).
“SEC Approves PCAOB Auditing Standard No. 5, Adopts Definition of Significant Deficiency, Adopts Concept Release on the Use of IFRS by US Issuers and Proposes Two Alternative Sets of Shareholder Access Rules,” LeBoeuf Lamb Client Alert (August 1, 2007).
“SEC Proposes to Eliminate US GAAP Reconciliation Requirement for Foreign Private Issuers That Prepare Financial Statements in Accordance with IASB IFRS,” LeBoeuf Lamb Client Alert (July 13, 2007).
“SEC and PCAOB Change Requirements Relating to Management’s Internal Control Assessment and the Related Audit,” LeBoeuf Lamb Client Alert (July 5, 2007).
The Retroactive Event in Tax Law. Dissertation, in German (1995).
Education
Columbia Law School, 1996, LL.M.,
Associate Editor of Columbia Business Law Review , 1995-1996
Ruhr-Universität Bochum, 1993, Ph.D.,
summa cum laude
Ruhr-Universität Bochum, 1992, J.D.
Bar Admissions
Languages