Laurence S. Lese
Partner

Duane Morris LLP
505 9th Street, N.W., Suite 1000
Washington, DC 20004-2166
USA

Phone: +1 202 776 7815
Fax: +1 202 379 9746
Email: Lese@duanemorris.com

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Laurence S. Lese

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Laurence S. Lese is a partner in the law firm Duane Morris LLP and practices in the firm's Washington, D.C. office. Mr. Lese has been with Duane Morris since 1997. He practices corporate and securities law and advises his clients in the areas of business law and finance and compliance with federal and state law relative to corporations, partnerships and other business entities. His practice focuses on compliance with the Securities Act of 1933 regarding public offerings and private placements of equity and debt securities, publicly registered syndicated oil and gas limited partnership offerings, mergers and acquisitions; and compliance with the reporting requirements, proxy solicitation rules and insider trading regulations under the Securities Exchange Act of 1934 and corporate governance under the Sarbanes-Oxley Act. He represents clients before the Securities and Exchange Commission, the Financial Industry Regulatory Authority (FINRA), and the state securities commissions. He lectured frequently on the Sarbanes-Oxley Act of 2002 and is a member of the firm's Sarbanes-Oxley Act Committee.

Prior to entering private practice, Mr. Lese was a special counsel, an assistant branch chief and an attorney-advisor in the Division of Corporation Finance of the Securities and Exchange Commission. Admitted to practice in the District of Columbia, Colorado and Maryland, he is a member of the Business Law Section of the American Bar Association and the Corporation, Finance and Securities Law Section of The District of Columbia Bar.

He is a 1970 graduate of Cornell University Law School and a 1967 graduate of Cornell University.

Representative Matters

  • Represented Lehigh Gas Partners LP (NYSE: LGP), a wholesale motor fuel distributor, in connection with its $138 million initial public offering.
  • Obtained an order from the Securities and Exchange Commission under Section 36(a) of Exchange Act granting Edward Jones & Co. an exemption from the new issue lending restriction of Section 11(d)(1) of the Exchange Act to the extent that Edward Jones extends to a customer margin on newly purchased mutual fund shares in instances in which the customer makes a dollar-for-dollar substitution by selling an already-margined mutual fund and buying another mutual fund on margin.
  • Represented Petroleum Development Corporation in a series of publicly registered and privately played syndication of oil and gas limited partnerships agreements in excess of $1 billion over several years.
  • $90 MM private placement of general and limited partnership interests sold to accredited investors only, closed in August 2007; oil and natural gas limited partnership to drill wells & to produce oil and natural gas from those wells.
  • $90 MM private placement of general and limited partnership interests sold to accredited investors only, closed in July 2006; oil and natural gas limited partnership to drill wells & to produce oil and natural gas from those wells.
  • $210 MM Form S-4 registration of merger regarding Zions Bancorporation's acquisition of Stockmen's Bancorp. Will be filed during fourth quarter of 2006; anticipate closing in first quarter of 2007.
  • Internal Revenue Code section 1031 exchange. $100 MM from $354 MM sale of undeveloped drilling properties to Marathon Oil Corp. will be used to purchase outstanding partnership interests of each of 50 non-public limited partnerships, each of whose business is drilling natural gas wells (all already drilled) and producing natural gas from those wells. Will call and hold 50 meetings of investors of these limited partnerships and upon each approval, will finalize acquisition of each limited partnership's securities and close each of the 50 transactions under section 1031. Expect all transactions to close by middle of January 2007.
  • Drafted SEC Rule 10b5-1 omnibus plan for investment bank.
  • Counsel to oil and gas drilling company in its $36 million private placement of limited partnership interests.
  • Provided counsel on adequacy of board oversight under Delaware General Corporation Law and the Office of Federal Housing Enterprise Oversight corporate governance safety and soundness regulations regarding OFHEO's investigation of Fannie Mae.
  • Represent a Nasdaq NMS-listed oil and natural gas drilling and production company in its role as issuer and dealer manager (through its captive NASD-registered brokerage subsidiary) in a $400 million SEC-registered drilling program, the largest oil and gas limited partnership syndication in the U.S. - a shelf offering of general partnership interests and limited partnership interests to be sold over a three-year period serially in 12 discrete limited partnerships.
  • Ongoing representation of a Nasdaq NMS-listed oil and natural gas drilling and production company in its Securities Act and Exchange Act compliance as well as Sarbanes-Oxley and corporate governance compliance.

Admissions

  • Maryland
  • District of Columbia
  • Colorado
  • District of Columbia Court of Appeals
  • Supreme Court of Colorado

Education

  • Cornell Law School, J.D., 1970
  • Cornell University, B.A., 1967

Experience

  • Duane Morris LLP
    - Partner, 1997-present
  • Metzger, Hollis, Gordon & Alprin, Washington, D.C.
    - Partner, 1988-1997
  • Cassidy & Donohue, Washington, D.C.
    - Associate, 1985-1988
  • Dameron & Clarke, Gaithersburg, Maryland
    - Associate, 1984-1985
  • McGuire, Kearns & Cornwell, Denver, Colorado
    - Associate, 1983-1984
  • Kelly, Stansfield & O'Donnell, Denver, Colorado
    - Associate, 1981-1983
  • Securities and Exchange Commission, Division of Corporation Finance, Washington, D.C.
    - Special Counsel, 1980-1981
    - Attorney-Adviser, 1970-1980

Professional Activities

  • American Bar Association
    - Business Law Section
  • The District of Columbia Bar
    - Corporation, Finance and Securities Law Section
    -- Chair, Emerging Business Committee, 1988-1991
    -- District of Columbia Practice Manual Coordinating Committee, 1991-1993
  • Law360 Editorial Advisory Board
    - Securities Section, 2010

Honors and Awards

Selected Publications

Selected Speaking Engagements

  • Speaker, "Proxy Disclosures Under New SEC Rules: Countdown to Compliance," Strafford Publications webinar, February 4, 2010
  • Participant on panel regarding capital raising by limited partnerships at the 2nd annual Small-Cap Oil and Gas Conference, presented by C.K. Cooper & Company, Palm Desert, CA, February 17, 2006.
  • "Raising Drilling Capital by Sale of Partnership Interests" presented before the Capital Access Seminar sponsored by the Independent Oil and Gas Association of West Virginia and the West Virginia Bankers Association, Charleston, WV, December 12, 2005.
  • "A Practitioner's View of the SEC's Administration and Enforcement of the Sarbanes-Oxley Act" presented before the National Conference of Regulatory Attorneys, Baltimore, MD, June 15, 2005
  • Speaker, "The SEC's Administration and Enforcement of the Sarbanes-Oxley Act," Natural Gas Investor conference, March 2005.
  • Chair, Roundtable Discussion, "Sarbanes-Oxley Act and its Implications on Broker-Dealers," Financial Markets Association Conference, San Francisco, California, April 30, 2003
  • Speaker, "The Sarbanes-Oxley Act of 2002- Corporate Governance and the SEC following Enron," 2002 Virginia Biotechnology Summit, sponsored by Virginia Polytechnic Institute and State University, October 2002
  • Chair, "The Financial Process -- Raising Capital in the Public Markets in the Late 90s," Annual Meeting of the Independent Oil & Gas Association of West Virginia, Charleston, West Virginia, January, 1999
  • Guest Lecturer, " A Securities Primer," University of Northern Colorado, 1982, 1983
  • Guest Lecturer, "Tender Offers," University of Denver Law School, 1983