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Understanding the Securities Laws 2019


Speaker(s): Adam E. Fleisher, Andrew N. Siegel, Anna T. Pinedo, Ashley Gillespie, Bradley J. Bondi, Catherine M. Clarkin, Daniel Klausner, David K. Boston, Dennis J. Block, Douglas I. Koff, Elaine H. Mandelbaum, Gillian E. Moldowan, Jennifer L. Nadborny, Justin Alfano , Keith Hallam, Kenneth L. Josselyn, N. Adele Hogan, Raphael M. Russo, Richard F. Langan, Jr., Seth L. Levine
Recorded on: Jul. 18, 2019
PLI Program #: 253595

 

PRACTICES

Corporate

Capital Markets & Securities

Corporate Governance

EDUCATION

J.D., Harvard Law School, 1994
cum laude

B.A., Amherst College, 1989
magna cum laude

Related Regions

Asia, Europe, India

RECOGNITION

The Legal 500

A partner in the Corporate Department, Raphael M. Russo focuses on capital markets and corporate finance as well as the representation of public companies and investors.

EXPERIENCE

As a member of the Securities Practice Group, Ray has represented issuers and underwriters in connection with initial public offerings, secondary offerings and Rule 144A debt offerings. His transaction experience includes offerings for both domestic and foreign issuers. He also regularly advises issuers and investors in connection with restructurings, recapitalizations and shareholder activism. Ray is recognized by The Legal 500 in Capital Markets.

As part of his domestic and international issuer practice, Ray advises public companies on a range of corporate governance and disclosure issues. He also helps senior management and significant shareholders of public companies implement liquidity and monetization strategies.

He represents financial institutions on transactional and regulatory matters and also provides advice on trading and compliance issues to investment managers.

Ray is a member of the Association of the Bar of the City of New York and has served as a member of its Securities Regulation Committee and Financial Reporting Committee. He is also a member of the Practising Law Institute’s Corporate and Securities Law Advisory Committee. He serves as a trustee for the American Red Cross in Greater New York, where he is a member of the Executive Committee.


Adam E. Fleisher’s practice focuses on a wide range of corporate finance transactions, including fund investing, international and U.S. capital markets offerings, and liability management transactions, as well as private equity firm structuring and compliance, and securities and loan trading. Adam joined the firm’s New York office in 2000 and became a partner in 2008. He was resident in the firm’s London office from 2001 to 2005, when he returned to New York.


Adele Hogan is a capital markets lawyer and strategic advisor who frequently works on regulatory, structured finance, mergers and acquisitions and FinTech matters, including blockchain.  She currently represents a large bank as it expands its foreign exchange and derivatives business, implements enhanced risk frameworks and expands its Fintech business, including blockchain, as well as considers other business initiatives and deposit growth.  She specializes in GRC – governance, risk and compliance – and in strategic growth advisory work.

Adele’s work involves diverse industries, including: financial institutions; energy and utilities; healthcare (medical devices, biotech and pharmaceuticals), leisure (gaming and hotels); real estate, telecommunications, media and technology; transportation (airlines, automotive, shipping, rail); and retail.

Adele frequently chairs and speaks at national law programs.  She has served as an adjunct law professor at Fordham University School of Law and speaks at Cornell University Law School and the Levin Institute.

Adele worked for over ten years at Cravath Swaine & Moore LLP, and was a partner at White & Case LLP and Linklaters LLP. Adele most served as Director – Group Audit (Legal and Regulatory) at Deutsche Bank.  Adele has done strategic consulting work (revenue enhancements, deposit growth, FX, derivatives, mergers) for large banks and led anti-financial crimes investigations, risk framework implementations and corporate governance matters.

Involvement

  • New York City Bar Association (Securities Regulation Committee (former Chair), Financial Reporting Committee (former Chair), Banking Law Committee, Mergers & Acquisitions Committee)
  • New York State Bar Association, Business Law Section (Executive Committee), Securities Regulation Committee, Investment Management Committee
  • American Bar Association, Federal Securities Law Committee
  • Association of Corporate Counsel
  • Women in Derivatives (WIND), 100 Women in Finance, Women in Funds
  • National Association of Corporate Directors (NACD)
  • Society of Corporate Governance Professionals
  • SIFMA (Legal Society and Internal Audit Society)
  • Risk Management Association

Education

  • Cornell University Law School, Juris Doctor
  • Cornell University, Bachelor of Arts 


Anna Pinedo is a partner in Mayer Brown’s New York office and co-leader of the firm’s Global Capital Markets practice. She concentrates her practice on securities and derivatives. Anna represents issuers, investment banks/financial intermediaries and investors in financing transactions, including public offerings and private placements of equity and debt securities, as well as structured notes and other hybrid and structured products.

She works closely with financial institutions to create and structure innovative financing techniques, including new securities distribution methodologies and financial products. She has particular financing experience in certain industries, including technology, telecommunications, healthcare, financial institutions, REITs and consumer finance. Anna has worked closely with foreign private issuers in their securities offerings in the United States and in the Euro markets. She also works with financial institutions in connection with international offerings of equity and debt securities, equity- and credit-linked notes, and hybrid and structured products, as well as medium term note and other continuous offering programs.

Anna regularly speaks at conferences and participates in panel discussions addressing securities law issues, as well as the securities issues arising in connection with derivatives and other financial products. She is the co-author of JOBS Act Quick Start, published by International Financial Law Review (2013; updated 2014, 2016); a contributor to OTC Derivatives Regulation Under Dodd-Frank: A Guide to Registration, Reporting, Business Conduct, and Clearing (Thomson Reuters, first ed. 2014, second ed. 2015, third ed. 2016, fourth ed. 2017); co-author of Considerations for Foreign Banks Financing in the US, published by International Financial Law Review (2012; updated 2014, 2016); Liability Management: An Overview (2011, updated 2015), published by International Financial Law Review; co-author of Structuring Liability Management Transactions (2018), published by International Financial Law Review; co-author of Covered Bonds Handbook, published by Practising Law Institute (2010, updated 2012-2014); co-author of the treatise Exempt and Hybrid Securities Offerings, published by Practising Law Institute (2009, second ed. 2011, updated 2014, third ed. 2017); and co-author of BNA Tax and Accounting Portfolio: SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009, second ed. 2012, updated 2016). Anna is also a contributing author to Broker-Dealer Regulation (2011, second ed. 2012, updated 2019), published by Practising Law Institute. She co-authored "The Approaches to Bank Resolution," a chapter in Bank Resolution: The European Regime (Oxford University Press, 2016). Anna contributed to The Future of Bank Funding and Capital: Solutions for Issuers, Opportunities for Investors (IFR Market Intelligence, 2009). Additionally, Anna co-authored "The Ties that Bind: The Prime-Brokerage Regulation," a chapter in Global Financial Crisis (Globe Law and Business, 2009); "The Law: Legal and Regulatory Framework," a chapter in PIPEs: A Guide to Private Investments in Public Equity (Bloomberg, 2006); and "The Impact Security: Reimagining the Nonprofit Capital Market," a chapter in What Matters: Investing in Results to Build Strong, Vibrant Communities (Federal Reserve Bank of San Francisco and Nonprofit Finance Fund, 2017). Anna is a contributor to Practising Law Institute’s "BD/IA: Regulation in Focus" blog.

Anna has been ranked by Chambers USA as one of America's leading lawyers for Capital Markets: Derivatives and Capital Markets: Structured Products and has been recognized as a notable lawyer for Financial Services Regulation: Broker Dealer (Compliance). Chambers Global has ranked Anna as one of the world's leading lawyers (recommended in Capital Markets: Structured Products). She also is ranked as a “Market Leader” for Capital Markets in the IFLR1000 Guide to Leading Lawyers, the highest individual distinction given by the guide. Anna is ranked as a leading lawyer for Structured finance: derivatives and structured products and listed as a recommended lawyer in Capital markets: debt, high-yield debt, equity, and global offerings, and Structured finance: securitization by the Legal 500 US.


Bradley J. Bondi is a nationally recognized litigation partner and board advisor in Cahill’s litigation department and the Chair of the firm’s White Collar and Government Investigations Practice Group. Securities Docket describes Brad as “the first choice among Boards of Directors and Audit Committees of the Fortune 500 when their company is faced with SEC or DOJ problems.”  Brad has two decades of experience representing and counseling companies, financial institutions, boards of directors, audit committees, and senior executives in a broad range of investigations and complex business litigation, with an emphasis on securities and financial regulations and corporate governance matters. The Legal 500 characterizes Brad as “tenacious, knowledgeable and highly effective” and also with “in-depth knowledge of the SEC and how to deal with it.

Brad formerly served as a member of the executive staff of the SEC as Counsel to two Commissioners for enforcement actions and regulatory rulemaking. Following law school, Brad served as a law clerk to the Honorable Edward E. Carnes (now-Chief) Judge of the United States Court of Appeals for the Eleventh Circuit. In late 2016 and early 2017, Brad served on the Presidential Transition Team (45th President of the United States) for the financial services agencies, leading the "Landing Team" to the Export-Import Bank of the United States.

Brad is a frequent speaker and author. In addition to his practice, Brad teaches advanced securities law classes as an adjunct professor at Georgetown University Law Center and George Mason University School of Law.  Brad serves on Cahill’s Diversity and Inclusion Committee, Business Development Committee, and Publications Committee. He is admitted to practice in Washington, D.C., New York and Florida, and several federal courts.

Brad earned a B.S. from the Honors Program and an M.B.A. in Finance and Management at the University of Florida.  He earned his J.D. from the University of Florida’s Fredric G. Levin College of Law and his LL.M from Georgetown University Law Center. 


Daniel Klausner leads our IPO efforts in our Capital Markets Advisory practice, focusing on advising companies on equity capital alternatives, structure of the IPO, investment bank and equity research selection, development of the equity story, preliminary independent views on valuation, sizing, target investors, timing and the IPO/ equity raising process in general.  Daniel is the CMA Leader and advises companies as an “Independent Advisor” to provide clients with independent and objective advice on equity capital markets decisions that are critical to navigating and positioning the company for success in the capital markets.

Prior to joining PwC, Daniel was Head of Equity Corporate Finance, Americas in Equity Capital Markets Origination at UBS Investment Bank as an Investment Banker where he led the origination and execution of lead-managed equity products.  He advised clients on marketing/positioning, valuation, structuring, capitalization, projections, due diligence, corporate governance, timing and pricing strategy. Daniel has advised 100+ clients on more than $150 billion of financings across a wide array of strategic financing activities including IPOs, follow-on offerings, carve-outs, spin-offs, block-trades, equity-linked and private placements.  He brings broad expertise across a range of industries including healthcare/biotech, oil and gas, consumer and retail, financial institutions, industrials, technology and media. 

At UBS Investment Bank, Daniel was a permanent member of the Equity Commitment Committee which approved all equity transactions.  Daniel previously worked at Morgan Stanley – as a senior member of the Corporate Finance Group in Investment Banking advising clients on Equity, High Yield and M&A; Lehman Brothers – in Global Industries Investment Banking Coverage; and Merrill Lynch – as an Investment Banker in Industrial Coverage.

Daniel is frequently quoted in the Wall Street Journal, Bloomberg, PitchBook, Institutional Investor and Reuters on Capital Market topics and market activity.

Daniel holds a B.S. in Economics from The Wharton School at The University of Pennsylvania where he graduated magna cum laude and an MBA from The Tuck School of Business at Dartmouth College.


David K. Boston is a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York and co-chair of the firm’s Mergers & Acquisitions Group.  He specializes in merger and acquisition transactions involving public and private companies and in public and private offerings of equity and debt securities.  Dave regularly advises boards of directors and senior management regarding strategic and governance matters.


Dennis J. Block is the Senior Chairman of Global Corporate M&A at Greenberg Traurig LLP, who specializes in mergers and acquisitions and corporate governance.  Mr. Block has been a member of the Council and a Co-Chairman of the Committee on Corporate Counsel, of the Section of Litigation of the American Bar Association.  Mr. Block is a member of the Committee on Corporate Laws of the Section of Business Law of the American Bar Association.  He is the co-author of The Business Judgment Rule:  Fiduciary Duties of Corporate Directors (5th ed. 1998 and Supplements, 2000, 2001, and 2002), co-author of a monthly column in the New York Law Journal, co-editor of The Corporate Counselor’s Deskbook (5th ed. 1999), and a member of the editorial boards of several legal publications.  Mr. Block is a frequent author and lecturer on corporate governance, the business judgment rule, corporate takeovers, federal securities laws, corporate litigation, indemnification and insurance of corporate officials, the attorney -client privilege and professional responsibility.  Mr. Block is a graduate of Brooklyn Law School, where he serves as an Adjunct Professor teaching Advanced Corporate Law.  Before entering private practice, Mr. Block was a Branch Chief of Enforcement at the New York Regional Office of the Securities and Exchange Commission.     


Douglas I. Koff is a partner with Schulte Roth & Zabel, where he represents clients in high-profile civil and criminal proceedings, as well as investigative matters. Doug is best known for supervising these types of matters for financial institutions and broker-dealers as well as representing executives in the crosshairs of the government regulators and criminal authorities. Doug has been actively engaged in cases involving financial service institutions, broker-dealers and corporate executives relating to securities, derivative products and other complex financial instruments. In this regard, he has advised and defended companies and corporate executives in virtually all types of inquiries by civil and criminal authorities (as well as SROs) into business practices on Wall Street, including a wide array of matters involving the financial crisis. He has also handled major civil litigations and arbitrations involving a broad spectrum of substantive legal issues, including fraud, breach of contract, antitrust, breach of fiduciary duty, reinsurance, piercing the corporate veil, mergers and acquisitions, and money laundering, as well as federal securities law.

Doug has been recognized as a leading lawyer by Chambers USA, which noted that he is “hard working, attentive and client-focused” and “a smart, thorough litigator who is always on top of things.” Chambers also noted that he “has everything on his radar screen” and has a “remarkable ability to get along with anyone, making it his business to develop a rapport with other attorneys involved in his cases.”


Gillian Emmett Moldowan is a partner in Shearman & Sterling’s Compensation, Governance & ERISA practice.  She advises companies, boards of directors, executives and investors on compensation and benefit matters, including equity-based incentives, deferred compensation programs and employment, retention and severance arrangements. Her practice focuses in particular on issues that arise in securities offerings and mergers and acquisitions transactions. She regularly counsels clients on disclosure, corporate governance, trading rules (including Section 16) and the negotiation of executive employment arrangements. Gillian also advises on the applicability of federal securities law, tax law and general employment-related legal issues.

Shearman & Sterling

From complex cross-border transactions to exclusively local deals, clients rely on Shearman & Sterling’s vast international network to help accomplish their business goals. The firm has approximately 850 lawyers in 21 offices around the world, and its lawyers come from some 80 countries, speak more than 60 languages and practice US, English, EU, French, German, Italian, Hong Kong, OHADA and Saudi law. They also practice Dubai International Financial Centre law and Abu Dhabi Global Market law.


Jennifer L. Nadborny is Senior Counsel in the Corporate department of Simpson Thacher & Bartlett LLP and a member of the firm’s Public Company Advisory Practice, where she advises companies on a wide range of ongoing matters, including periodic reporting, proxy statements and annual meetings, corporate governance, director independence, executive compensation disclosure, stock exchange compliance and Regulation FD.

Ms. Nadborny’s practice particularly focuses on compliance and reporting under Section 13(d) and Section 16 of the Securities Exchange Act of 1934, Rule 144 and Rule 10b5-1, related to a variety of transactions and other corporate matters, including those involving initial public offerings, merger and PIPE-related activities, transactions by officers and directors, equity compensation reporting, and registered and unregistered sales by significant shareholders. 

Ms. Nadborny received her B.A. with distinction from Cornell University in 2001 and her J.D. from the University of Virginia School of Law in 2004, where she was a member of the Order of the Coif.


Justin Alfano currently serves as Director and Associate General Counsel in Deutsche Bank AG's Litigation and Regulatory Enforcement group, where he manages international investigations and related regulatory enforcement matters, monitorships, class actions and commercial litigation concerning such topics as market manipulation, antitrust collusion and fraud.  Justin regularly appears before enforcement, competition and supervisory authorities, and he has provided classroom training to front-office staff globally on antitrust and market conduct best practices.

Prior to joining Deutsche Bank, Justin was a senior attorney in the Enforcement Division of the U.S. Securities & Exchange Commission, New York Regional Office, where he investigated and litigated violations of the federal securities laws, including Foreign Corrupt Practices Act and offering fraud matters.

Justin began his career at the Milbank, Tweed, Hadley & McCloy LLP firm, representing institutional and individual clients in litigation and regulatory matters arising out of the financial crisis, with a focus on matters involving complex structured products.  

Justin graduated magna cum laude from Hofstra University School of Law and served as a law clerk to the Honorable Cathy Seibel of the United States District Court for the Southern District of New York.


Keith Hallam is a partner in Cravath’s Corporate Department.  His practice primarily focuses on mergers and acquisitions and activist defense.  Mr. Hallam also advises corporations and their directors on general corporate and governance matters. His clients have included AerCap, Aerion, Affiliated Computer Services, Alere, AmerisourceBergen, Ashland, ATK, Avon, Banco Santander, Biogen, Brightline, Brunswick, Casey’s General Stores, Cincinnati Bell, CommScope, Conduent, Delta Air Lines, Florida East Coast Railway, The Fresh Market, Frontier Communications, Hertz, IBM, JBS, Lender Processing Services, Martin Marietta, Naspers, NCR, Occidental Petroleum, Parker Hannifin, Pilgrim’s Pride, Pinnacle Foods, Starwood Hotels, Unilever, US Foods, UTi Worldwide and Xerox. 

Mr. Hallam was recognized for his work in mergers and acquisitions by The Legal 500 from 2016 through 2019 and by IFLR1000 from 2017 through 2019. He received Euromoney Legal Media Group’s 2018 Americas Rising Star Award for “Best in Mergers & Acquisitions.” Mr. Hallam was named a “Next Generation Lawyer” in mergers and acquisitions in 2019 and in technology transactions in 2018 and 2019 by The Legal 500. Additionally, he was recognized for his work in activism defense in 2019 and for his transactional work in the technology industry in 2016 by The Legal 500.

Mr. Hallam was born in Alexandria, Virginia. He received a B.A. magna cum laude from the University of Pennsylvania, where he was elected to Phi Beta Kappa and a J.D. from the University of Pennsylvania, where he was a senior editor of the Law Review.


Kenneth L. Josselyn is General Counsel for Finance and Corporate Legal. He joined Goldman Sachs in 1988 as a Vice President in New York and became a Managing Director in 2001.

Prior to joining the firm, Ken was an associate at Sullivan & Cromwell in New York and London.

Ken is past Chairman of the SIFMA Capital Markets Committee and a former member of the Corporate Finance Advisory Committee of FINRA. He is currently a member of the SIFMA Retail Structured Products Committee.

Ken earned an AB from Harvard in 1977 and a JD from Harvard Law School in 1980. He lives in New York.


Seth L. Levine is a trial and appellate lawyer who focuses his practice on complex civil litigation and white collar and securities enforcement defense. He is often called upon to provide representation and strategic counsel in high-stakes litigation matters and other crisis situations. Chambers USA has described Mr. Levine as “incredibly impressive, a zealous advocate and a pleasure to work with.”

Mr. Levine, a co-founder of Levine Lee LLP, has represented clients in governmental and internal investigations relating to securities, accounting and other financial issues, insider trading, antitrust, health care, mortgage products, intellectual property and political activities. He has also represented entities and individuals who have been the victims of crimes, to ensure that their rights are protected and respected. His civil practice includes securities and derivative litigation, antitrust, the Fair Labor Standards Act, contract disputes, business torts and other commercial matters.

For over five years, Mr. Levine served as an Assistant U.S. Attorney in the U.S. Attorney's Office for the Eastern District of New York, where he directed complex investigations, tried cases and argued appeals relating to securities and accounting fraud, bank, wire, health care and tax fraud, racketeering and money laundering. Mr. Levine received the Director's Award from the U.S. Department of Justice for superior performance as an Assistant U.S. Attorney.

After his government service, Mr. Levine was a partner at Foley & Lardner LLP where he served as the Vice-Chair of the Securities Litigation, Enforcement and Regulation Practice Group. Prior to joining the U.S. Attorney's Office, Mr. Levine practiced at Cravath, Swaine & Moore LLP, where he focused on antitrust and other complex litigation and counseling matters.

Mr. Levine graduated from the University of Chicago Law School (Karl Llewellyn Memorial Cup for outstanding oral advocacy) and the University of Rochester. After law school, he clerked for the Hon. Barbara B. Crabb, Chief Judge, U.S. District Court for the Western District of Wisconsin. Mr. Levine has been recognized as one of the top 100 lawyers in New York by New York SuperLawyers 100®. He has also been recognized in Chambers USA, The Legal 500, Benchmark Litigation, Best Lawyers in America and the Guide to the World's Leading White Collar Crime Lawyers.


Elaine H. Mandelbaum was most recently General Counsel of Litigation and Regulatory Investigations of Citigroup’s Institutional Clients Group (ICG). She and her group were responsible for all litigation, arbitrations, internal investigations and regulatory inquiries and related investigations, sweeps and enforcement proceedings for Citigroup’s institutional businesses, including corporate and investment banking, sales and trading, capital markets origination, securities services, trade and treasury services and private banking.  Elaine also was a member of the Global ICG Legal Management Committee. Prior to starting at Citigroup in 1997, Ms. Mandelbaum was a litigation attorney at the New York office of Jones, Day, Reavis & Pogue, and previously at Paul, Weiss, Rifkind, Wharton & Garrison.

Elaine is the current President of the SIFMA Compliance & Legal Society, and has served on the SIFMA C&L’s Executive Committee for over a decade. Elaine was previously Vice Chair of the FINRA National Adjudicatory Council, the appellate body for decisions rendered in FINRA disciplinary and membership proceedings. Elaine serves on the Board of Directors of the Legal Action Center and of the National Council of Jewish Women, and was the recipient of the 2015 “Woman Who Dared” Award from the NCJW.

Elaine is a frequent speaker at PLI, SIFMA and other industry conferences on topics relating to complex securities litigation, corporate governance, internal and regulatory investigations and issues relating to women in the securities industry. She is an honors graduate of Yale College and of Harvard Law School.


Mr. Siegel is General Counsel and Chief Compliance Officer of Galaxy Digital LP, a diversified financial services firm dedicated to the digital currency and blockchain sectors.

Prior to Galaxy Digital, Mr. Siegel served in a variety of legal and compliance roles for Perella Weinberg Partners, a financial services firm providing advisory and asset management services to a global client base.  Prior to joining Perella Weinberg, Mr. Siegel was General Counsel and Chief Compliance Officer of Stanfield Capital Partners LLC, an alternative asset manager based in New York. Prior to joining Stanfield, Mr. Siegel served in the law division of Morgan Stanley, initially advising the Mergers and Acquisitions Department. Ultimately, Mr. Siegel was the senior attorney responsible for advising Morgan Stanley Investment Management’s alternative investment funds, including its private equity funds, venture capital funds, hedge funds and fund of funds. Previously in his career, Mr. Siegel was a corporate attorney at Shearman & Sterling where he focused on public and private mergers and acquisitions, private equity transactions and join ventures.

Mr. Siegel is admitted to the Bar of the State of New York and has been designated a Certified Regulatory and Compliance Professional by FINRA.

Mr. Siegel received a Bachelor of Arts in Political Science, magna cum laude, from Tufts University and a Juris Doctor, summa cum laude, from Washington College of Law at American University where he was an editor of The American University Law Review.


Ashley Gillespie is an Executive Director at Morgan Stanley in New York.  He is the principal business lead in achieving the company’s investment management clients’ derivatives goals through a combination of legal, documentation, strategic advice, and risk management solutions.  Ashley has 15 years of in-depth knowledge and multiple years of work experience in the businesses and operations of each of the buy and sell-sides of the financial services industry, including five years as a structured finance/securitization attorney at Sidley Austin.  A seasoned expert in implementing global post-crisis reform regulations such as Dodd-Frank and European Market Infrastructure Reform (EMIR), Ashley is uniquely capable of executing at the crossroads of client business and legal needs today.  Ashley earned his J.D. and M.B.A. degrees in the joint-degree program at Cornell University, and his B.A. (Political Science) from the University of Houston.  He is a member of the New York bar and holds FINRA Series 7 and Series 63 broker licenses.  Ashley enlisted in the U.S. Army at 17 years of age and served 3½ years as a tactical communications soldier stationed in then West Germany with V “Victory” Corps.


Cathy Clarkin is a partner in Sullivan & Cromwell’s Capital Markets and Financial Institutions Groups and is the deputy managing partner of the Firm’s Capital Markets Group. She advises clients on a wide variety of capital market transactions across a broad range of industries. Ms. Clarkin has extensive experience in public and private offerings of equity and debt securities by U.S. and non-U.S. issuers, including IPOs, secondary offerings, complex debt issuances, liability management transactions and securities issued in connection with mergers, acquisitions and joint ventures. She regularly advises a broad range of clients on ongoing public company matters, including corporate governance and disclosure matters.


Richard Langan is a partner in the New York City office of Nixon Peabody LLP, and is known for his extensive experience in capital market transactions in the domestic and international securities markets, including public offerings and private distributions of equity and high grade and high yield debt securities, Rule 144A and Regulation S distributions, exchange offers, consent solicitations and financial restructurings. Mr. Langan also handles domestic and cross-border corporate transactions, including public and privately negotiated mergers and acquisitions, joint ventures and strategic alliances, capital markets transactions, leveraged buyouts and other private equity transactions, corporate restructurings and corporate governance, including engagement with activist investors. He previously served as Nixon Peabody’s managing partner and CEO.