Kenneth Marx

Senior Associate

Нью Йорк

Kenneth Marx, a senior associate in Orrick’s New York office, focuses his practice on corporate and securities law matters, with an emphasis on advising public companies and domestic and cross-border capital markets transactions.

Ken represents issuers, underwriters and selling security holders on public and private offerings of debt and equity securities and liability management transactions, such as exchange offers, tender offers, and consent solicitations. He also guides businesses through all stages of organization and development by advising on ’34 Act and indenture reporting compliance, corporate governance and related regulatory matters, venture capital and growth equity financings, and corporate and securities law matters arising in connection with merger and acquisition transactions and corporate restructurings and reorganizations. Ken has served as counsel to companies in a variety of industries, including information technologies and services, life sciences and biotechnology, fintech, infrastructure, advertising, telecommunications, clean technology, financial services, and consumer products.

Before his law career, Ken managed his own company, consulting for technology startups, financial services firms, and advertising agencies on web-based initiatives.

  • Equity Offerings

    • Morgan Stanley, J.P. Morgan and BofA Securities, as underwriters’ counsel, on the $1 billion initial public offering of Freshworks Inc. (Nasdaq: FRSH), a leading software company empowering businesses to delight their customers and employees (2021)
    • BofA Securities, Deutsche Bank, Morgan Stanley, Goldman Sachs, US Bancorp and Wells Fargo, as underwriters’ counsel, on the $1.0 billion offering of Series C perpetual preferred stock by Ally Financial Inc. (NYSE: ALLY), a leading digital financial-services company (2021)
    • SOC Telemed, Inc. (Nasdaq: TLMD), the leading provider of acute care telemedicine services and technology to U.S. hospitals and healthcare systems, as issuer counsel, on its follow-on public offering of Class A common stock for net proceeds of approximately $52 million (2021)
    • Barclays, Citigroup, J.P. Morgan, RBC Capital Markets, BofA Securities, Deutsche Bank, Goldman Sachs, Morgan Stanley and US Bancorp, as underwriters’ counsel, on the $1.35 billion offering of Series B perpetual preferred stock by Ally Financial Inc. (NYSE: ALLY), a leading digital financial-services company (2021)
    • D.A. Davidson & Co. and Roth Capital Partners, as underwriters’ counsel, on the $80.5 million follow-on public offering of common stock by A-Mark Precious Metals, Inc. (Nasdaq: AMRK), a leading fully integrated precious metals platform, to finance in part the acquisition of JM Bullion, Inc., a leading e-commerce retailer of precious metals (2021)
    • DURECT Corporation (Nasdaq: DRRX), a biopharmaceutical company committed to transforming the treatment of acute organ injury and chronic liver diseases by advancing novel and potentially lifesaving therapies based on its endogenous epigenetic regulator program, as issuer counsel, in its follow-on offering of common stock for net proceeds of approximately $46 million (2021)
    • Warburg Pincus LLC, a leading global private equity firm, as selling stockholder counsel, in the underwritten secondary offerings of its shares in Outset Medical, Inc. (Nasdaq: OM), a medical technology company pioneering a first-of-its-kind technology to reduce the cost and complexity of dialysis (2020 – 2021)
    • DURECT Corporation (Nasdaq: DRRX), a biopharmaceutical company actively developing therapeutics based on its epigenetic regulator program and proprietary drug delivery platforms, as issuer counsel, in its registered direct offering of common stock for net proceeds of approximately $15 million (2019)
    • Morgan Stanley and J.P. Morgan, as underwriters’ counsel, on the $250.3 million initial public offering of PagerDuty, Inc. (NYSE: PD), a global leader in digital operations management (2019)
    • J.P. Morgan, as underwriter's counsel, on the public offering by selling stockholders of the common stock of Benefitfocus, Inc. (Nasdaq: BNFT), a provider of a leading cloud-based benefits management platform for consumers, employers, insurance carriers and brokers (2018)
    • Barclays, as underwriter's counsel, on multiple public offerings by selling stockholders of the common stock of Rapid7, Inc. (Nasdaq: RPD), a leading provider of security and IT analytics and automation solutions for security operations (2018)
    • Credit Suisse and Jefferies, as underwriters’ counsel, on the $172.5 million follow-on public offering of Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT), a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat progressive non-viral liver diseases (2018)
    • Barclays and RBC Capital Markets, as underwriters’ counsel, on the follow-on public offering by Rapid7, Inc. (Nasdaq: RPD), a leading provider of analytics solutions for security and IT operations, and selling stockholders of Rapid7 common stock (2018)
    • Exxaro Resources Ltd. (JSE: EXX), a South African resources company, as selling shareholder counsel, in the U.S. public secondary offering of a portion of its shares in Tronox Limited (NYSE: TROX) underwritten by J.P. Morgan, Barclays and Morgan Stanley for net proceeds of $474 million (2017)
    • UBS Investment Bank, Credit Suisse, and Jefferies, as underwriters’ counsel, on the $92.7 million initial public offering of Elevate Credit, Inc. (NYSE: ELVT), an online consumer lending platform (2017)
    • Ladenburg Thalmann, as underwriter’s counsel, on the $16.1 million follow-on offering of Axsome Therapeutics, Inc. (Nasdaq: AXSM), a clinical stage biopharmaceutical company developing novel therapies for the management of central nervous system disorders (2017)
    • JMP Securities, as underwriters’ counsel, on the $20.1 million follow-on offering of AxoGen, Inc. (Nasdaq: AXGN), a medical technology company focused on innovative surgical solutions for peripheral nerve injuries (2016)
    • Ladenburg Thalmann, as underwriters’ counsel, on the $51 million initial public offering of Axsome Therapeutics, Inc. (Nasdaq: AXSM), a clinical stage biopharmaceutical company developing novel therapies for the management of central nervous system disorders (2015)
    • Morgan Stanley and Barclays, as underwriters’ counsel, on the $118 million initial public offering of Rapid7, Inc. (Nasdaq: RPD), a provider of security data and analytics solutions for enterprise cyber security (2015)
    • UBS Investment Bank and Citigroup, as underwriters’ counsel, on the purchase in a bought deal of $367.3 million in common stock of Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT), a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat non-viral, progressive liver diseases (2015)
    • Citigroup, RBC Capital Markets, Deutsche Bank Securities and BMO Capital Markets, as underwriters' counsel, on the $202.4 million follow-on offering of Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT), a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat non-viral, progressive liver diseases (2015)

    Debt Offerings and Refinancings



    Mergers & Acquisitions; Restructurings


    • Getaround, Inc., the world’s leading global and digital carsharing marketplace, on its business combination with InterPrivate II Acquisition Corp. (NYSE: IPVA), a special purpose acquisition company, and concurrent convertible note financing transaction (2022)
    • SOC Telemed, Inc. (Nasdaq: TLMD), the leading provider of acute care telemedicine services and technology to U.S. hospitals and healthcare systems, on its acquisition and take-private by Patient Square Capital, L.P., a leading dedicated health care investment firm (2022)
    • SOC Telemed, Inc. (Nasdaq: TLMD), the leading provider of acute care telemedicine services and technology to U.S. hospitals and healthcare systems, on its acquisition of Access Physicians Management Services Organization, LLC, a multi-specialty acute care telemedicine provider, and concurrent financing transactions (2021)
    • Specialists On Call, Inc., one of the largest national providers of acute care telemedicine, on its business combination with Healthcare Merger Corp. (Nasdaq: HCCO), a special purpose acquisition company, and concurrent financing transactions (2020)
    • Shopify Inc. (NYSE: SHOP), the leading cloud-based, multi-channel commerce platform designed for small and medium-sized businesses, on U.S. securities law and NYSE listing matters in its $450 million acquisition of 6 River Systems, a provider of collaborative warehouse fulfillment solutions (2019)
    • SPII Holdings on its going-private acquisition of DryShips Inc. (Nasdaq: DRYS), a diversified owner and operator of ocean-going cargo vessels, for cash at an implied market capitalization of approximately $456 million (2019)
    • TheStreet, Inc. (Nasdaq: TST), a leading financial news and information company, in its going-private acquisition by TheMaven, Inc. (OTCMKTS: MVEN), a coalition of content producers operating on a shared digital publishing, advertising and distribution platform, for $16.5 million in cash (2019)
    • TheStreet, Inc. (Nasdaq: TST), a leading financial news and information company, on the sale of its institutional business units, The Deal and BoardEx, for $87.3 million in cash to Euromoney Institutional Investor PLC (LON: ERM), the global business information and events group (2018)
    • Ocean Rig UDW Inc. (Nasdaq: ORIG), a Cayman Islands-based offshore drilling contractor, on U.S. securities law and Nasdaq listing matters in connection with its comprehensive financial restructuring (2017)
    • Woolrich, Inc., America’s oldest outdoor clothing company and one of the world’s leading manufacturers of outdoor lifestyle apparel, as corporate counsel, in its merger with Woolrich Europe, a licensee of its trademark in Europe and Asia owned by Italy-based W.P. Lavori in Corso (2016)
    • VINCI Airports S.A.S., the VINCI Group’s airport subsidiary, as corporate counsel, in a consent solicitation in connection with the acquisition of Aeropuertos Dominicanos Siglo XXI, S.A. (Aerodom), the Dominican Republic airports operator (2016)