Michelle H. Shepston

Michelle H. Shepston

Partner

P: 303.892.7344

F: 303.893.1379

Assistant

Patty Clifford

P: 303.892.7585

Admitted In

  • Colorado

Michelle Shepston’s principal practice areas include securities, corporate finance, and mergers and acquisitions for public and private companies. She has represented clients in domestic and cross-border public equity and debt offerings, joint ventures, private placements, and public and private merger and acquisition transactions. Her practice also includes counseling clients on entity formation and partnership and limited liability company issues, as well as corporate governance and general corporate matters. 

Ms. Shepston has significant experience in the natural resources sector, representing various mining and oil and gas clients in a variety of transactions. She also serves as U.S. securities counsel for several mining and oil and gas companies. 

In addition, a substantial amount of Ms. Shepston’s work involves cross border issues and transactions, primarily for non-U.S. companies or U.S. companies cross-listed on foreign exchanges or considering non-U.S. acquisition targets. 

Ms. Shepston was selected for inclusion in the 2013 Colorado Rising Stars list by Thomson Reuters. 

Ms. Shepston is a member of:

  • American Bar Association – Business Law Section
  • Colorado Bar Association – Securities Law subsection
  • Colorado Women’s Bar Association
  • Lex Mundi – Cross-Border Transactions Group

Education

University of Denver, J.D., 2000
University of Illinois, B.S., 1996

January 2014

DGS Public Company Update

Please join DGS; Julie Lutz, SEC Regional Director; John Walsh, U.S. Attorney for the District of Colorado; Rebecca Franciscus, SEC Attorney Advisor; and your public company peers for our 8th annual event. Topics will include securities and other enforcement trends affecting public companies, an update on securities offering reform, and preparing for the 2014 proxy season.

July 2013

SEC Approves General Solicitation and Advertising for Accredited Investor-Only Securities Offerings: Excludes

On July 10, 2013, the U.S. Securities and Exchange Commission ("SEC") fulfilled its Congressional mandate by adopting new rules that will dramatically affect the landscape for unregistered securities offerings in the United States. These new rules authorize the use of general advertising and general solicitation methods in accredited investor-only offerings under the newly amended Rule 506. Historically, securities offerings that were not registered with the SEC were uniformly described as "private offerings," because that was their common identifying feature – the securities could not be publicly offered. With the adoption of new Rule 506(c), that common understanding has been eliminated.

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February 2013

DGS Partner to Speak at 2013 SME Annual Meeting and CMA National Western Mining Conference

DGS partner Michelle Shepston will be speaking at the 2013 Society for Mining, Metallurgy, and Exploration (SME) Annual Meeting and Colorado Mining Association (CMA) 115th National Western Mining Conference in Denver, Colorado.

October 2012

SME Files Petition for Rulemaking

On October 1, 2012, the Society for Mining, Metallurgy and Exploration (SME), with the assistance of DGS partner Michelle Shepston, filed a Petition for Rulemaking with the U.S. Securities and Exchange Commission to amend Industry Guide 7. Industry Guide 7 contains the SEC’s basic disclosure policy for mining companies. 

June 2009

DGS Partner Michelle Shepston Appointed to March of Dimes Denver Division Board of Directors

Davis Graham & Stubbs’ partner Michelle Shepston was recently selected to serve on the Board of Directors for the Denver Division March of Dimes.  While serving on the Board of Directors, Ms. Shepston will work to increase awareness and support for the March of Dimes organization through a focus on fundraising and community service. 

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October 2008

Upcoming Expirations of Certain Shelf Registration Statements

The Securities Offering Reform rules adopted by the Securities and Exchange Commission in 2005 impose a three-year limit on the life of certain shelf registration statements filed under the Securities Act of 1933, as amended. For some registration statements, this three-year period will end on December 1, 2008.

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January 2007

Davis Graham & Stubbs Names New Partners for 2007

Davis Graham & Stubbs is pleased to announce that three of its attorneys have become partners in the firm, effective January 1, 2007.  The new partners are Ryan Arney, John Elofson and Michelle Shepston.

Davis Graham & Stubbs Names New Partners for 2007

August 2002

SEC Adopts Changes to Section 16(a) Reporting Requirements

On August 27, 2002, the Securities and Exchange Commission adopted amendments required by the recently enacted Sarbanes-Oxley Act of 2002 to implement the accelerated filing deadlines for reports due under Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and other related changes.

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Changes to Section 16 Reporting Requirements: Section 403 of the Sarbanes-Oxley Act

The Sarbanes-Oxley Act of 2002 (the “Act”), signed into law by President Bush on July 30, 2002, presents sweeping accounting and corporate governance reforms affecting publicly traded and reporting companies. Section 403 of the Act amended several aspects of the insider reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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January 2002

Lessons Learned on Regulation FD

Regulation FD (the “Rule” or “FD”), which became effective October 23, 2001, has been from its inception the subject of much analysis, debate and apprehension. The regulation, designed to equalize access to information by preventing the selective disclosure of material nonpublic information, has undoubtedly affected public disclosure policies. There remains much controversy, however, as to what its effects are and whether they are favorable for investors and the investment community. This article discusses the requirements of Regulation FD, the current corporate disclosure practices observed by the National Investor Relations Institute in connection with Regulation FD, and the views and observations expressed by Commissioner Laura Unger in her December report on Regulation FD. Finally, the article concludes with practical suggestions for effectively complying with the Rule.

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Issues for Executives in Significant Stockholder Sales

Suppose you are the President, CEO and member of the board of directors of ABC, Inc., a public company trading on the AMEX. You currently hold about 7 percent of the company's outstanding common stock. The company is incorporated in Delaware, and there is a somewhat liquid market for the shares. You receive a call one morning from a significant stockholder who owns just over 10% of the company and wishes to dispose of its shares. The stockholder has owned the shares for almost four years. The stockholder tells you that it would be willing to sell its shares to you if you were interested. What should you do?

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August 2001

A Subpenny Saved?

Wall Street Lawyer

Co-authors: Michelle H. Shepston and Peter H. Schwartz

On July 18, 2001, the Securities and Exchange Commission issued a Concept Release entitled "Request for Comment on the Effects of Decimal Trading in Subpennies."1  The release solicits comments on the impact of generally allowing trading, and potentially quoting, of securities on U.S. equity markets in increments of less than a penny. Comments are due on or before September 24, 2001.

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July 2001

Survey of Option Repricing Issues and Alternatives

This article discusses considerations affecting whether a company should reprice employee stock options that have exercise prices above the current market price ("underwater options"). As underwater options have become common, companies have employed various approaches and alternatives to meet corporate objectives while avoiding the negative consequences of repricing.

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September 2000

SEC Adopts New Rules Promoting

One of the recent areas of concern for the Securities and Exchange Commission has been “selective disclosure” – the release of material nonpublic information to selected persons, such as
securities analysts or institutional investors, before making the information widely available to the marketplace.

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