Biography

Catherine Dixon is a partner in Weil’s Washington, D.C. office and a recognized authority on the federal securities laws, as amended over the past decade by the JOBS Act of 2012, the Dodd-Frank Act of 2010 and the Sarbanes-Oxley Act of 2002. Her practice encompasses public and private company disclosure advice, capital markets transactions (including public and private offerings), mergers and acquisitions, corporate governance and compliance-related matters. Ms. Dixon is a member of Weil’s Public Company Advisory Group.
Prior to joining Weil, Ms. Dixon was Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC). She previously served as Chief of that Division’s Offices of Mergers & Acquisitions and Disclosure Policy (rulemaking), respectively, and as Counsel to SEC Commissioner Steven M.H. Wallman. She also served as a trial attorney in the Antitrust Division of the U.S. Department of Justice (through the Department’s Honors Program), before joining the SEC in the appellate litigation section of the Office of the General Counsel.
Ms. Dixon frequently speaks and writes on various federal securities laws topics and is a regular contributor to Weil’s Governance & Securities Watch. She is co-author of a well-known treatise on the federal proxy rules, Aranow and Einhorn on Proxy Contests for Corporate Control (3d ed., with Randall Thomas). Ms. Dixon also has taught a course on mergers & acquisitions at Georgetown University Law School, as an adjunct faculty member. She is the immediate former Chair, and a current member, of the American Bar Association (ABA) Business Law Section's Committee on Federal Regulation of Securities, after serving successive terms as Committee Vice-Chair, Chair and Vice-Chair of the Committee’s Securities Registration Subcommittee and Co-Chair of this Committee’s Ad Hoc Task Force on Cross-Border Mergers & Acquisitions. Ms. Dixon is also a Fellow of the American Bar Foundation, and is a member of the ABA Business Law Section’s Publication Board.
Ms. Dixon has been recognized as a “Best Lawyer” for Corporate Compliance Law, Corporate Governance Law, Securities/Capital Markets Law and Securities Regulation (2007-2021) and was named “Lawyer of the Year” for Corporate Compliance (2017) in Washington, D.C. by Best Lawyers in America. She has also been recognized by Who’s Who Legal in Governance and M&A (2013-2020) and Super Lawyers in Securities and Corporate Finance (2020, 2015, 2014, 2013).
Ms. Dixon received her J.D., magna cum laude, and her B.S., cum laude, from Creighton University. After law school, Ms. Dixon clerked for the Honorable William C. Stuart, Chief Judge of the U.S. District Court for the Southern District of Iowa, and the Honorable Henry A. Politz, Judge of the U.S. Court of Appeals for the Fifth Circuit. She is a member of the District of Columbia and Iowa Bar Associations.
Awards and Recognition, Speaking Engagements, Guides and Resources, Latest Thinking
Awards and Recognition
- Catherine Dixon Named “Best Lawyer” for Corporate Compliance Law, Corporate Governance Law, Securities/Capital Markets Law and Securities Law in Washington, DC Award Brief — Best Lawyers in America 2007– 2021 (Best Lawyers (in America) is by Levine Leichtman Capital Partners)
-
Catherine Dixon Recognized for Securities and Corporate Finance
Award Brief —
Super Lawyers
Catherine Dixon Recognized for Securities and Corporate Finance ...
-
Catherine Dixon Recognized in Governance and M&A
Award Brief —
Who's Who Legal
Catherine Dixon Recognized in Governance and M&A ...
- Catherine Dixon Named 2017 “Lawyer of the Year” for Corporate Compliance Law in Washington, DC Award Brief — Best Lawyers in America
Speaking Engagements
-
Private Placements and Hybrid Securities Offerings 2019
Speaker(s):
Catherine T. Dixon
May 23, 2019 — New York, NY — Weil’s Public Company Advisory partner Catherine Dixon to speak on panels titled, “Rule 506(c); Rule 147 and 147A; General Solicitation; Accredited Investor Crowdfunding” and “Overview of 4(a)(2) and Regulation D” as part of PLI’s Private Placements and Hybrid Securities Offerings 2019.
-
PLIs Global Capital Markets the US Securities Laws 2019
Speaker(s):
Catherine T. Dixon
April 12, 2019 — New York, NY — Weil’s Public Company Advisory partner Catherine Dixon spoke on a panel titled “A Global Perspective on Corporate Governance” as part of PLI’s Global Capital Markets & the U.S. Securities Laws 2019. The panel discussed a global perspective on corporate governance; investor responses to governance concerns; recent regulatory measures focused on corporate governance; the rise of sustainability from a governance and disclosure perspective; and managing the governance landscape: the in-house perspective on shareholder engagement and regulatory compliance in a global regulatory environment.
Latest Thinking
- SEC Adopts Amendments to Rule 14a-8: More Stringent Requirements for Shareholder Proposals Will First Apply to 2022 Proxy Season Alert — Governance & Securities — By Catherine T. Dixon and Andrew Holt — PDF — October 06, 2020
- NACD’s 2021 Governance Outlook – Board Oversight 2021: “Mission Critical” Risks and the Corporate “Mission” Converge Publication — National Association of Corporate Directors — By Lyuba Goltser, Adé Heyliger and Ellen J. Odoner — PDF — December 2020
- Heads-Up for the 2021 Proxy Season: Glass Lewis Issues Policy Updates – New Policies Focus on Racial/Ethnic Board Diversity, ESG Risk Oversight, Board Refreshment, SPACs and Executive Compensation Alert — Governance & Securities — By Lyuba Goltser, Kaitlin Descovich and Andrew Holt — PDF — December 08, 2020
- Heads-Up for the 2021 Proxy Season: Insights & Warnings for Compensation Committees are Revealed in the Say-on-Pay Vote Results of Midyear Proxy Filers Alert — Governance & Securities — By Adé Heyliger, Andrew Holt and Evan Mendelsohn — PDF — November 17, 2020
- Heads-Up for the 2021 Proxy Season: ISS Issues Policy Updates – New and Revised Policies Focus on Racial/Ethnic Board Diversity, ESG Risk Oversight, Board Refreshment and Exclusive Forum Provisions Alert — Governance & Securities — By Lyuba Goltser, Kaitlin Descovich, Elisabeth T. McMorris and Ellen J. Odoner — PDF — November 16, 2020