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Mark J. DiFiore


Mark J. DiFiore

Derivatives & Structured Products
New York

Advises financial and corporate clients on the structuring, negotiation and execution of a wide range of equity-linked transactions.

Mark is a member of our Derivatives & Structured Products and Capital Markets practices. Financial and corporate clients look to Mark to structure, negotiate and execute a wide range of equity-linked transactions. These include public and private optional and mandatory convertible securities offerings and related derivatives transactions, margin loans secured by positions in public companies, accelerated share repurchase programs, and various hedging and monetization transactions implemented through equity derivatives.

In Chambers USA, which ranks Mark as “Up and Coming” among capital markets lawyers nationwide, clients describe Mark as an “extremely talented” derivatives lawyer. In 2020, IFLR Americas named him a “Rising Star” in Capital Markets.

Experience highlights

Mark’s transactional experience includes the following representations:

  • Issuers and underwriters or initial purchasers on optional and mandatory convertible or exchangeable securities offerings of various structures (e.g., optionally convertible or exchangeable debt securities, mandatory convertible preferred stock, equity units and tangible equity units)
  • Issuers and dealers in connection with various derivatives entered into in connection with a convertible securities offering (e.g., call spread, capped call and forward repurchase transactions)
  • The largest structured margin loan on a publicly traded underlying security
  • Issuers and dealers in connection with accelerated share repurchase programs
  • Dealers in connection with various hedging, monetization and accumulation transactions, such as covered calls, collars, variable prepaid forwards, swaps and put/call combinations
  • Dealers and underwriters in connection with SEC-registered forward sale transactions
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IFLR Americas Awards – “Rising Star,” Capital Markets, 2020

Chambers USA and Global – Derivatives, USA, Up and Coming

Chambers USA – Capital Markets: Convertible Debt, Up and Coming

International Tax Review – “Rising Star,” Structured Finance & Securitisation, 2022

J.D., Fordham University School of Law
  • magna cum laude
  • Order of the Coif
  • Associate Editor, Fordham Law Review
B.A., Mathematics and Financial Economics, University of Rochester
  • magna cum laude
  • Phi Beta Kappa
Professional history
  • Partner, 2018-present
  • Davis Polk since 2011
Qualifications and admissions
  • State of New York
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