K. Oliver Rust
Partner

Duane Morris LLP
1540 Broadway
New York, NY 10036-4086
USA

Phone: +1 212 692 1007
Fax: +1 212 208 4640
Email: KORust@duanemorris.com

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K. Oliver Rust

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K. Oliver Rust practices in the area of corporate law. 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.

Mr. Rust earned a doctorate in law, summa cum laude, and a J.D. (equivalent) from Ruhr-Universität Bochum. He also holds an LL.M. from Columbia Law School, where he was associate editor of the Columbia Business Law Review. Mr. Rust is fluent in German.

Representative Matters

  • 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
  • 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
  • Advised Telefonica on its $5.25 billion SEC-registered offering of senior notes in connection with its acquisition of O2 plc
  • 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

Areas of Practice

  • Corporate Law
  • Corporate Governance
  • Securities Law
  • SEC Compliance
  • Mergers and Acquisitions

Admissions

  • New York
  • Germany

Education

  • Columbia University School of Law, LL.M., 1996
    - Associate Editor of Columbia Business Law Review, 1995-1996
  • Ruhr-Universität Bochum, Doctorate in Law, summa cum laude, 1993
  • Ruhr-Universität Bochum, J.D. (equivalent), 1992

Experience

  • Duane Morris LLP
    - Partner, 2012-present
  • Dewey & LeBoeuf LLP
    - Partner
    - Co-chair of Consumer Financial Services Group
  • LeBoeuf, Lamb, Greene & MacRae LLP
    - Counsel and Associate
  • Cleary Gottlieb Steen & Hamilton LLP
    - Associate

Professional Activities

  • Member, American Bar Association
    - Business Law Section
    - Consumer Financial Services Committee
  • Conference on Consumer Finance Law

Selected Publications

  • Co-author, "NAIC Moving Forward on Regulation of XXX/AXXX Financing Transactions," Duane Morris Alert, August 29, 2014
  • Co-author, "Report to NAIC on Captives: The Controversy About Principle-Based Reserves and Captives Continues," Duane Morris Alert, March 27, 2014
  • Co-author, "The Development of Global Capital Standards for IAIGs and G-SIIs: Notes from IAIS Meeting on November 13, 2013," Duane Morris Alert, November 25, 2013
  • Co-author, "The Ongoing Debates Over Insurance Regulatory Reforms," Law360, October 21, 2013
  • Co-author, "First Ever: Global Capital Standards for Insurers," Duane Morris Alert, October 11, 2013
  • Co-author, "NASDAQ Proposes Listing Rules Relating to Compensation Committees," Duane Morris Alert, October 12, 2012
  • Co-author, "NYSE Proposes Listing Standards Relating to Compensation Committee Member Independence and Compensation Committee Advisers," Duane Morris Alert, October 2, 2012
  • Co-author, "SEC Adopts Rules on Independence of Compensation Committees and Compensation Advisers; New Listing Standards to Be Proposed by September 25, 2012," Duane Morris Alert, June 27, 2012
  • Contributing Author, Consumer Financial Protection Bureau Reporter, Practice Commentary and Analysis, CCH/Wolters Kluwer Law and Business
  • "Proxy Access Rule Vacated by U.S. Court of Appeals for the D.C. Circuit," Dewey & LeBoeuf Client Alert, July 25, 2011
  • Co-author, "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
  • Co-author, "All You Ever Wanted to Know (Or Need to Know) About Corporate Governance," PLI Course Handbook Series, Corporate Governance 2011—A Master Class, pages 227–359
  • "FASB Disclosure Requirements for Loss Contingencies Will Remain Unchanged for 2010 Financial Statements," Dewey & LeBoeuf Client Alert, October 29, 2010
  • "SEC Adopts Proxy Access Rules," Dewey & LeBoeuf Client Alert, August 27, 2010
  • "SEC Issues ‘Proxy Plumbing’ Concept Release to Seek Comments on the U.S. Proxy Voting System," Dewey & LeBoeuf Client Alert, July 27, 2010
  • "Dodd-Frank Act: Executive Compensation and Corporate Governance Provisions," Dewey & LeBoeuf Client Alert, July 19, 2010
  • Co-author, "All You Ever Wanted to Know (Or Need to Know) About Corporate Governance," PLI Course Handbook Series, Corporate Governance 2010—A Master Class, pages 465–578
  • "SEC Adopts New Compensation and Corporate Governance Disclosure Requirements," Dewey & LeBoeuf Client Alert, December 21, 2009
  • Co-author, "FASB Begins Redeliberations on Disclosure of Certain Loss Contingencies Project," INSIGHTS, November 2009, pages 24–26
  • Co-author, Comment Letter Dated August 17, 2009 on SEC Release No. 33-9046 (Proposed Rule: Facilitating Shareholder Director Nominations), June 10, 2009
  • "House of Representatives Passes Corporate and Financial Institution Compensation Fairness Act of 2009," Dewey & LeBoeuf Client Alert, August 3, 2009
  • "Treasury Department Delivers the Investor Protection Act of 2009 to Congress," Dewey & LeBoeuf Client Alert, July 28, 2009
  • "SEC Proposes New Compensation and Corporate Governance Disclosure Requirements and Revisions to Proxy Solicitations Rules," Dewey & LeBoeuf Client Alert, July 20, 2009
  • "Securities and Exchange Commission Proposes Additional Proxy Statement Disclosure; Eliminates Broker Discretionary Voting for Directors," Dewey & LeBoeuf Client Alert, July 2, 2009
  • "SEC Proposes Rules Facilitating Shareholder Director Nominations," Dewey & LeBoeuf Client Alert, June 23, 2009
  • "The Shareholder Bill of Rights Act of 2009," Dewey & LeBoeuf Client Alert, June 17, 2009
  • "Treasury Secretary Geithner and SEC Chairman Schapiro Issue Statement on Executive Compensation," Dewey & LeBoeuf Client Alert, June 11, 2009
  • "FASB Holds Roundtable Discussion on Disclosure of Certain Loss Contingencies," 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 U.S. Issuers," Dewey & LeBoeuf Client Alert, September 4, 2008
  • "Upcoming Deadlines for Proposed Amendments to SFAS No. 5: Accounting for Loss Contingencies," Dewey & LeBoeuf Client Alert, July 23, 2008
  • "SEC Proposes Rule Changes Affecting Foreign Private Issuers," 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," Dewey & LeBoeuf Client Alert, February 14, 2008
  • "SEC Accepts IASB IFRS Financial Statements from Foreign Private Issuers Without U.S. GAAP Reconciliation," Dewey & LeBoeuf Client Alert, February 7, 2008
  • "ISS 2008 U.S. Proxy Voting Policies Updates," Dewey & LeBoeuf Client Alert, January 29, 2008
  • "SEC Adopts Rules Eliminating U.S. GAAP Reconciliation Requirement for Foreign Private Issuers That Prepare Financial Statements in Accordance with IASB IFRS," 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 U.S. Issuers and Proposes Two Alternative Sets of Shareholder Access Rules," LeBoeuf Lamb Client Alert, August 1, 2007
  • "SEC Proposes to Eliminate U.S. 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