Sebastian L. Fain

Partner, New York

+1 212.351.5238

Sebastian L. Fain is a partner in the New York office of Gibson Dunn and co-head of the Firm’s Cross Border M&A practice. His practice focuses on M&A, activism defense, and corporate governance. His experience is centered on domestic and cross-border M&A, including public company mergers, private equity acquisitions, joint ventures, complex business carve-outs and divestitures, hostile takeovers and defense, carve-out IPOs, spin-offs, and split-offs. Sebastian also counsels boards of directors and C-suites on the most important issues facing companies, such as activism defense, governance and disclosure issues and special committee representations. He also has extensive experience representing clients in complex commercial agreements and in capital markets transactions, such as IPOs, secondary offerings, block trades, high-yield bond offerings, and exchange offers.

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SEC Staff Issues Additional Guidance on Shareholder Activism, Tender Offers, Proxy Matters and Crowdfunding

July 9, 2026 | Posted by Mellissa Campbell Duru; Sebastian L. Fain; Elizabeth A. Ising; Andrew Kaplan; Brian J. Lane Topic(s): Disclosure; JOBS Act; M&A; Proxy Statements and Annual Meetings; Securities Regulation

On July 9, 2026, the Securities and Exchange Commission’s Division of Corporation Finance (the “Staff”) issued a series of interpretations (“CFIs”) that update four sections of the Staff’s CFIs: Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting; Tender Offer Rules and Schedules; Proxy Rules and Schedules 14A/14C; and Regulation Crowdfunding.

New Exemptive Order Modernizes and Significantly Expands Abbreviated Five-Business Day Non-Convertible Debt Tender Offers

July 2, 2026 | Posted by Mellissa Campbell Duru; Andrew L. Fabens; Hillary H. Holmes; Sebastian L. Fain; Alisa Babitz; Rodrigo Surcan Topic(s): Disclosure; Securities Regulation

Companies will be able to take advantage of a high-velocity, more flexible mechanism to optimize balance sheets and have the ability to more nimbly conduct liability management exercises in a single calendar week, while reducing exposure to market and interest rate volatility.

SEC Staff Issues Exemptive Relief Allowing 10-Business Day Equity Tender Offers

April 20, 2026 | Posted by Mellissa Campbell Duru; Brian J. Lane; Sebastian L. Fain; Alisa Babitz; Matt Staugaard Topic(s): Disclosure; Registered Securities Offerings; Securities Regulation

It is clear that the exemptive relief will provide public and private companies with significantly more flexibility in the structuring and timing of their transactions.