Sonia Gupta Barros
Sonia Barros is a partner in the firm’s Capital Markets group and chairs the group’s Public Company Advisory subgroup focused on advising clients in corporate disclosures and governance matters. Formerly the Chief Corporate Governance Counsel in the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC), Sonia was the Division’s senior advisor on corporate governance policy and disclosures. Prior to that, Sonia served as the Assistant Director in the SEC’s Office of Real Estate and Commodities, where she had oversight authority for thousands of transactions and reviews of corporate disclosures, including financial statements, under the Securities Act of 1933 and the Securities Exchange Act of 1934.
Sonia brings extensive experience in advising public companies on SEC disclosures and compliance, corporate governance, and capital markets transactions. She plays a strategic role in advising clients on emerging areas of corporate disclosures, including environmental, social, and governance (ESG) issues. Her experience includes a number of leadership roles at the SEC over 17 years and nearly a decade in the private sector.
While serving as Chief Corporate Governance Counsel, Sonia formed the Division’s initial corporate governance function and was the SEC’s representative to the Corporate Governance Committee of the Organization for Economic Co-operation and Development. She also advised on the SEC’s recently adopted rules governing proxy solicitations and proxy voting advice businesses. As Assistant Director in the SEC’s Office of Real Estate and Commodities, Sonia led the SEC’s disclosure review of companies across numerous industries, including REITs, real estate-related finance, real estate marketplace lending, lodging, casino, commodities, stock exchanges, consulting services, and cryptocurrencies. Sonia led the development and application of the SEC’s current interpretive guidance applicable to REITs, real estate-related companies, and non-1940 Act commodity pools, including CF Disclosure Guidance Topics No. 3 and No. 6 relating to Promotional and Sales Material Submitted Pursuant to Securities Act Industry Guide 5, and Disclosures of Non-Traded Real Estate Investment Trusts. Her tenure included oversight of a number of novel disclosures and transactions, including REIT spinoffs, the SEC’s updated non-GAAP guidance, novel pricing methods in registered offerings, the first real estate marketplace lending offering under Regulation A, and the first bitcoin investment fund to become a public company providing reports under the Securities Exchange Act of 1934.