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Hot Issues in Securities Laws 2011: Disclosure Documents and Trends


Speaker(s): Abigail Arms, August J. Moretti, Barbara C. Jacobs, Carl Krasik, David T. Mittelman, Mark Liu, Phil Rothenberg, Roman L. Weil, W. Hardy Callcott
Recorded on: Dec. 15, 2011
PLI Program #: 29449

Carl Krasik rejoined Reed Smith as a partner in September 2010, following his service as General Counsel of The Bank of New York Mellon Corporation. In December 2010, Carl was appointed as Reed Smith's Chief Legal Officer. Carl's original service with Reed Smith was from 1970 - 1995 and followed a clerkship with the Pennsylvania Supreme Court. From 1995 - 2006, Carl was Associate General Counsel and Secretary of Mellon Financial Corporation, and in 2006 became General Counsel and Secretary of Mellon, serving as such until the merger of Mellon and The Bank of New York in July 2007. At that time, he became General Counsel of The Bank of New York Mellon, serving until 2010.

Carl's practice is devoted to the full range of financial industry issues, corporate governance matters, mergers and acquisitions, corporate finance, contests for corporate control and corporation law. While at Mellon and BNY Mellon, he was actively involved in many acquisitions and dispositions, the structuring and integration of The Bank of New York/Mellon merger, multiple financings (including entry into and exit from the TARP capital purchase program), compliance with Sarbanes-Oxley and related matters, and recent developments in the area of executive compensation. He also attended virtually all board and committee meetings over the 15- year period that saw major changes in corporate governance rules and practice.

During his prior tenure at Reed Smith, Carl was involved in many tender offers, both hostile and friendly, and proxy contests, as well as a range of public and private financings. In addition, he was involved in a major financial institution's ground-breaking Good Bank / Bad Bank transaction.

Experience

  • 2010 Reed Smith
    • Serves as Reed Smith's Chief Legal Officer
  • 2007 The Bank of New York Mellon Corporation – General Counsel
  • 2006 Mellon Financial Corporation – General Counsel and Secretary
  • 1995 Mellon Financial Corporation – Associate General Counsel and Secretary
  • 1970 Reed Smith

Legal Education
  • 1969 J.D., Harvard Law School
  • 1966 A.B., Yale College

Professional Admissions / Qualifications
  • Pennsylvania
  • New York


David Mittelman is partner in the San Francisco office of the international law firm of Reed Smith LLP. His practice involves counseling public companies and related  ersons on the interpretation and application of disclosure and compliance issues under the federal securities laws. David previously served as legal branch chief in the division of Corporation Finance at the Securities and Exchange Commission. His seven-year tenure at the SEC spanned the implementation of the Sarbanes-Oxley Act and its various rulemakings, and included service on the Shareholder Proposal Task Force and in the Office of Mergers & Acquisitions. David is a graduate of Boston College and Suffolk University Law School, and holds an LLM in taxation from NYU.


Mark Liu has been Associate General Counsel at NETGEAR since April 2009. NETGEAR is a NASDAQ-listed global networking company that delivers innovative products to consumers, businesses and service providers. From 2007 to 2009, Mr. Liu was Assistant General Counsel at Prana Investments, a real estate private equity firm based in San Francisco. From 2001 to 2007, Mr. Liu was a corporate and securities attorney at Wilson Sonsini Goodrich & Rosati in Austin and then in San Diego. Mr. Liu received a B.A. in Government from Cornell University and a J.D. from The University of Texas at Austin.


Philip L. Rothenberg

 Mr. Rothenberg is an Associate General Counsel with Tesla Motors, Inc. in Palo Alto, CA.  His practice focuses on corporate and securities matters. Prior to this time, he worked as an Attorney-Advisor for the U.S. Securities and Exchange Commission in the Division of Corporation Finance. While at the SEC, he reviewed and commented on initial public registration statements of U.S. and foreign corporations on Forms S-1, and 20-F, annual reports on Form 10-K and proxy statements relating to annual shareholder meetings on Schedule 14A. Additionally, as a member of the 2007 to 2008 and 2008 to 2009 Division of Corporation Finance's Shareholder Proposal Task Force, he also reviewed shareholder proposals under Rule 14a-8.  While at the SEC, Mr. Rothenberg also served as an adjunct professor of law at Georgetown lawschool where he co-taught two classes to JD and LLM students in the Securities and Financial Regulation program.

 Prior to working for the SEC, Mr. Rothenberg worked as an Associate at Pillsbury Winthrop Shaw Pittman LLP in Washington, DC and Sydney, Australia, focusing on transactional legal matters, including various securities and M&A transactions, and as an Associate at Sullivan and Cromwell LLP in Tokyo, Japan and New York, NY focusing on the NYSE / SEC listing and registration of a Japanese company, and Rule 144A / Reg S securities offerings. He also provided general corporate and securities legal advice to U.S.-listed foreign and domestic companies.

 Mr. Rothenberg received a B.A. in Economics and Foreign Affairs from The University of Virginia, a Masters in International Business Studies from the University of South Carolina, and a J.D. from Georgetown lawschool..


Roman L. Weil is an emeritus faculty member of the Chicago Booth School of Business, retired after 45 years on the faculty there. He is currently Visiting Professor at the Stern School of Business at NYU and Program Fellow at Stanford Law School. Weil studies financial literacy and corporate governance. His preliminary work suggested, correctly it turned out, that the financial literacy that corporate board audit committee members have is surprisingly weak and that the gains in shareholder wealth accompanying improvement in such financial literacy are both significant and large. He is now recognized as in expert in financial illiteracy. 

His approach to teaching emphasizes fundamental understanding of the building blocks in accounting (asset, liability, revenue, and expense) that will enable students to keep learning and understanding as the world of business transactions changes over time. "In 20 years, they'll have to understand new transactions, and the accounting for them, which transactions haven't been conceived yet."

Weil co-directs the Chicago/Stanford/Tuck Directors' Consortium, which he cofounded. Weil has designed and implemented continuing education programs for partners at the accounting firms of Andersen and PriceWaterhouseCoopers as well as for employees at Goldman Sachs, Mont-gomery Wards, Merck, and William Blair and for business executives in Great Britain, Hong Kong, and Singapore. Recently, he has been visiting professor at Harvard Law School, Princeton Economics Department, and Carnegie Mellon Tepper School.

Weil has been a CPA in Illinois since 1973 and a CMA from 1974 until his retirement from Chicago Booth in 2008. In 2010 he received certification as a Certified Forensic Accountant. The coauthor of more than 12 textbooks, Weil is the senior editor of, and contributor to, the Litigation Services Handbook, now in its fourth edition. He has published more than 100 articles in academic and professional journals and has served as the principal investigator on various research projects of the National Science Foundation. He has served as editor or associate editor of the Accounting Review, Communications of the Association for Computing Machinery, Management Science, the Journal of Accounting and Economics, and the Financial Analysts Journal.

He has consulted to governmental agencies, including the U.S. Treasury Department and the Securities and Exchange Commission.

Weil has served on the Securities and Exchange Commission Advisory Committee on Replacement Cost Accounting. At the Financial Accounting Standards Board, he has served on two task forces - one on consolidations and the other on interest methods - and on the Financial
Accounting Standards Advisory Council.

He received a bachelor's degree in economics and mathematics from Yale University, then a master's degree in industrial administration and a PhD in economics in 1966 from GSIA/Tepper of Carnegie Mellon University.

Outside of academia, Weil is a grandfather of eight; his interests include sabermetrics, oenometrics, and oenonomy.


HARDY CALLCOTT’s practice concentrates on enforcement defense and regulatory counseling concerning securities market and regulatory issues for broker-dealers, investment advisers, registered and private funds and others in the financial services industry. He provides securities enforcement defense before the SEC, Department of Justice, FINRA, and other SRO and state regulators for members of financial services industry, public companies, and officers and directors. He also conducts internal investigations.

Hardy was ranked nationally in Chambers USA for Securities Financial Services Regulation 2008-2016, was included in the Best Lawyers in America 2007-2012 and 2014-2016 lists, and was Best Lawyers San Francisco “Lawyer of the Year” in Securities Regulation by 2015 and 2017, all chosen based on peer-reviewed surveys of U.S. lawyers. He was with Charles Schwab & Co. Inc., as senior vice president and general counsel. He served in the General Counsel’s Office of the SEC as assistant general counsel for Market Regulation (now Trading and Markets), and taught in the Securities LLM program at Georgetown University Law Center. After law school, Hardy clerked for the Hon. Mariana Pfaelzer in the U.S. District Court for the Central District of California.  Additionally, Hardy is the immediate past Chair of the SEC Historical Society.


Abigail Arms, Partner, Shearman & Sterling LLP

Primary Areas of Practice:   Capital markets, securities  law and corporate  governance matters

Law School/Graduate School:  Pace University School of  Law, J.D.; New School for  Social Research, M.A.

Work History:  Division of Corporation Finance, U.S. Securities and Exchange Commission, 1984-97 in several capacities including Senior Associate Director; Associate Director - Legal, the principal legal officer of the Division; and Chief Counsel.

Professional Memberships:  District of Columbia Bar; Connecticut Bar; American Bar Association


BARBARA C. JACOBS

Ms. Jacobs has been an Assistant Director for the Division of Corporation Finance of the U.S. Securities and Exchange Commission since September 2000.  Prior to this time, she served as Deputy Chief of the Office of Small Business (1996-2000) and Chief of the Office of Disclosure Policy (1994-1996) for the Division.  She also held the positions of Deputy Chief (1992-1993) and Special Counsel (1989-1992).  Among other matters, Ms. Jacobs drafted the rules to implement the operational phase of the Commission's Electronic Data Gathering, Analysis, and Retrieval ("EDGAR") system.  She also drafted rules to amend Rule 504 of Regulation D to address micro cap fraud (February 1999), proposed rules to permit certain smaller companies to price securities on a delayed basis (February 1997), and drafted interpretations on the use of electronic media for dissemination purposes (October 1995).  From 1997-1999, Ms. Jacobs organized and spoke at SEC Small Business Town Hall Meetings across the country and annual SEC Government Business Forums.  

Ms. Jacobs received an A.B. in Economics from the University of California at Berkeley, a J.D. from the University of San Francisco, and an L.L.M. in Securities Regulation from Georgetown Law Center.  From 2001-2004, Ms. Jacobs was an adjunct professor in the L.L.M. program at Georgetown where she co-taught “Disclosure Under the Federal Securities Laws.” In 2013, she was a co-recipient of the Chairman’s Excellence Award for her work on the Division of Corporation Finance Review Programs Developments Team. In 2012, she was awarded the Byron D. Woodside Award and the Diversity and Inclusion Award. In 2011, she was a co-recipient of the Equal Employment Award.