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Understanding the Securities Laws 2021


Speaker(s): Ana D. Petrovic, Brian S. Korn, Christopher M. Hayden, Douglas I. Koff, Erin Reeves McGinnis, Gary D. Gerstman, Gary M. Brown, Gillian Emmett Moldowan, Joshua Ashley Klayman, June S. Dipchand, Justin Alfano , Lara C. Thyagarajan, Maggie D. Flores, Mark D. Wood, N. Adele Hogan, Ran D. Ben-Tzur, Richard Ross, Risë B. Norman, Tina K. Diamantopoulos, To Be Determined
Recorded on: Jul. 15, 2021
PLI Program #: 306479

Head of the Corporate Securities practice, Mark D. Wood is a highly skilled, pragmatic and client-focused practitioner with extensive experience representing public companies and investment banks in a wide variety of ongoing and transactional matters. These include IPOs and other public offerings of equity and debt securities, as well as mergers, acquisitions and other strategic transactions. Mark is also a leading advisor to institutional investors in highly structured private investment in public equity (PIPE) transactions. Additionally, he frequently represents Canadian and other non-US companies and investment banks in cross-border capital raising and other matters. Skilled and practical assistance with corporate and securities matters.

Clients appreciate Mark's deep experience and technical skill combined with his practical and commercial approach. For those reasons, they turn to him for assistance with their most complex corporate matters, including tender offers, mergers, acquisitions, going-private transactions and public and private capital raising transactions, as well as proxy contests and other shareholder activism matters. In addition, in his active PIPE practice Mark represents not only public companies but also institutional investors, including one of the largest and most prominent firms targeting the health care space. He also regularly counsels public companies on their securities law compliance, disclosure, corporate governance and compensation-related issues including the most challenging ones they face. Mark also represents pharmaceutical, medical device and other life sciences companies in a variety of transactional matters — he has particular experience in the financing and commercialization of biosimilars. Many of his clients are in the health care, technology, oil and gas, mining, manufacturing and financial services industries.


Adele Hogan represents clients in mergers, securities offerings, restructuring, bankruptcies, and projects for early stage and large companies in all industries, including financial institutions (banks, private equity funds, hedge funds, venture capital, insurance, alternative assets, broker dealers); TMT (technology, media, and telecom); healthcare (pharmaceutical, biotech, medical devices, telemedicine); leisure (hotels, gaming); energy & mining; transportation (air, auto, rail, shipping); and FinTech (technology, blockchain, cryptocurrencies, trading platforms, exchanges). Ms. Hogan conducts due diligence, drafts, negotiates, advises on risk, and structures deals.

Ms. Hogan has led the corporate side for either the debtor or a credit committee work for more than 30 bankruptcies. She has also led many restructurings, including public debt consent solicitations, credit agreement amendments, and overseeing portions of restructurings of foreign banks in the areas of capital and liquidity and sales of more than $100 billion of risk weighted assets, representing clients netting derivatives and payment obligations in the Lehman bankruptcy. She drafts prepackaged bankruptcy plans, backstops, DIP documentation, bank/bond/equity financings, and litigation documents and does investigations on preferences, zones of insolvency and asset tracing. She has also led distressed public and private company M&A and 363 sales.

Ms. Hogan has experience leading Governance, Risk, and Compliance (GRC) policies and controls projects, including data privacy, data governance and cybersecurity. She has led anti-money laundering (AML), OFAC, fraud, FCPA, derivatives, foreign exchange and Libor matters. She has closed more than $200 billion in deals. She has served as a partner at several international law firms and in-house.

Cornell University BA, Cornell Law School JD. Admitted in New York, Texas and U.S. Supreme Court. 


Ana D. Petrovic is an Assistant Regional Director in the SEC’s Division of Enforcement and a member of the Complex Financial Instruments Unit. She has conducted and supervised investigations involving potential federal securities laws violations, such as offering frauds, insider trading, accounting frauds, disclosure-based frauds, market manipulation and improper professional conduct. As part of the Complex Financial Instrument Unit, she supervises teams who investigate matters involving the sales, trading, and valuation of complex financial products. Ana joined the SEC in 2012, served as a staff attorney until 2020, and is based in the Chicago Regional Office.

Prior to joining the SEC, Ana was an associate at Locke Lord LLP from 2008 to 2011 and Duane Morris LLP from 2011 to 2012. She is a summa laude graduate of the University of Illinois at Chicago and a magna cum laude graduate of the University of Illinois College of Law. Ana has also served as an Adjunct Professor at the University of Illinois at Chicago teaching courses on white collar crime, criminal law, and courts and society.


Brian S. Korn is a partner in Manatt’s New York office and leads the firm’s fintech and blockchain and cryptocurrency practices. His practice focuses on corporate finance transactions. Over the past five years, Brian has led more than 100 deals, including initial public offerings (IPOs), early-stage and start-up venture financings, fund formations, and high-yield debt financings. He also advises clients on SEC and broker-dealer/investment advisory compliance, corporate swap transactions, and blockchain technology.

Brian has extensive experience representing issuers and underwriters in investment banking and capital markets transactions, including special purpose acquisition companies (SPACs), spin-offs, split-offs and carveout/tracking stock transactions. He also has extensive experience in sponsor-leveraged buyouts and bank/bond acquisition financing.

His deep technical knowledge of the fintech space has contributed to the Manatt fintech team’s track record of success in advising cutting-edge fintech startups. He was recognized by The Legal 500 in 2021 for being “very active in the fintech platform and Regulation A space. He has good visibility with the SEC and is willing to push through novel concepts and issues.” Under his leadership, the firm was nominated as “Professional Services Firm of the Year” at the 2018 LendIt Industry Awards and “Law Firm of the Year” at the 2017 and 2019 LendIt Industry Awards. The firm also achieved a Chambers Global Fintech rating, and Brian was recognized as a “Notable Practitioner.”

Brian has had multiple media interviews with Billboard Magazine, Bloomberg, American Banker and Law360, commenting on blockchain and cryptocurrency, including the impact on nonfungible tokens (NFTs), decentralized finance (DeFi), marketplace lending and market trading dynamics.


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.”


Erin Reeves McGinnis focuses her practice on securities transactions, including public and private offerings of securities, 1933 Act filings, 1934 Act reporting, corporate governance, SEC compliance, FINRA compliance, and general corporate matters, with a specific emphasis on real estate investment trusts (REITs). She also has significant experience with “Blue Sky” regulatory matters, as well as working with boards of directors and committees thereof, including agenda-setting. Her background includes serving in house with an investment and asset management company, where she handled securities-related and general corporate matters for various alternative investment products, as well as managing meetings of boards of directors and various committees.

Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

  • Counsels clients regarding public and private offerings of debt and equity, as well as ongoing compliance with securities laws
  • Focuses on compliance with the Statement of Policy Regarding Real Estate Investment Trusts adopted by NASAA and other "blue sky" securities law issues
  • Represents clients in structuring, negotiating, and documenting mergers and acquisitions (M&A) and other corporate combinations and reorganizations
  • Advises clients on transactions involving limited partnerships, limited liability companies, joint ventures, and other strategic alliances
  • Counsels broker-dealers on compliance with the Financial Industry Regulatory Authority (FINRA) rules and regulations

Education

  • University of Georgia School of Law, JD, cum laude (2009)
  • University of Georgia, BA, Political Science, cum laude (2006)


Gary D. Gerstman is a corporate partner in Sidley’s Chicago office. He has more than 25 years of experience representing clients in a wide variety of public and private merger and acquisition transactions, strategic alliances and joint ventures, capital markets transactions and corporate governance matters. He is a global co-leader of the Firm’s Technology Industry Group and many of his deals have been in the technology and healthcare industries. In IFLR1000 (2011, 2016) and The Legal 500 (US) (2009, 2014), Gary was commended for his work in mergers and acquisitions. Gary also regularly advises NYSE and NASDAQ issuers on a broad range of corporate governance and SEC compliance matters and shareholder engagement and activism matters. Gary also serves as one of the firm’s liaisons to the NACD Chicago Chapter.

Gary’s representative public company M&A transactions include the following:

  • Sale of Innerworkings to HH Global for $300 million
  • Sale of Diplomat Pharmacy to UnitedHealth for $900 million
  • Sale of Multi-Color to Platinum Equity for $2.5 billion
  • PayPal’s acquisition of Xoom for $890 million
  • Sale of Catamaran to UnitedHealth for $12.8 billion
  • Sale of IGT to GTECH for $4 billion
  • SXC Health Solution’s acquisition of Catalyst Health for $4.4 billion and acquisition of National Medical Health Systems
  • Aon’s acquisition of Hewitt for $4.9 billion
  • Allscripts’ acquisition of Eclipsys for $1.3 billion
  • Sale of a majority interest in Allscripts to Misys for $ $805 million
  • Sale of Clear Channel (Special Advisory Committee) to TH Lee and Bain for $26.7 billion
  • Sale of Equity Office Properties to Blackstone for $39 billion
  • Sale of True North Communications to Interpublic for $2.1 billion
  • Tellabs’ acquisition of Advanced Fibre Communications for $1.5 billion

Clients served in representative private M&A transactions include Aon Corporation, Catamaran Corporation, PayPal, Inc., eBay Inc., IGT, Allscripts Healthcare Solutions, Inc., AptarGroup, Inc., Medline Industries, Inc., CDW Corporation and Ryan Specialty Group.

Education

  • Harvard Law School (J.D., 1992, cum laude, Editor, Harvard Law School International Law Journal)
  • Stanford University (A.B., 1989, with honors, with distinction, Phi Beta Kappa)


Gary M. Brown is a partner with Nelson Mullins Riley & Scarborough LLP, where he concentrates his practice in securities, representation of public companies and corporate governance. Prior to joining Nelson Mullins in 2018, he had served for seven years as the Chief Executive Officer of a financial services firm that specialized in the life settlement market and which, during his tenure, acquired and managed life settlement portfolios with over $4 billion (USD) in face amount.

In his thirty-two years of private law practice, Gary has been recognized in both Best Lawyers in America and Chambers – America’s Leading Business Lawyers. In addition, he is an adjunct professor at the Vanderbilt University Law School where he teaches courses in corporate and securities law. He also served as general counsel to the Ethics and Compliance Officer Association (now known as the Ethics and Compliance Initiative), then the world’s largest group of ethics and compliance professionals. 

Gary is a frequent instructor at securities programs for the Practising Law Institute, co-chairing one of PLI’s national securities programs, Understanding the Securities Laws and instructing at the SEC Reporting and Practice Skills Workshop for Lawyers

During 2002, Gary served as Special Counsel (Minority) to the United States Senate's Governmental Affairs Committee (and also worked with the Committee's Permanent Subcommittee on Investigations (“PSI”)) in its investigation into the causes of the collapse of Enron Corp.   During 2010, he was retained by PSI to assist in its investigation, “Wall Street and the Financial Crisis,” and related televised hearings.  While on those assignments, he provided advice on aspects of both the Sarbanes Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as those pieces of legislation were being debated in the Senate.

Gary has authored numerous publications on securities and compliance issues, including PLI’s Securities Law and Practice Deskbook, which is updated semi-annually, and PLI’s Master the 8-K, Master the 10-K and 10-Q, and Master the Proxy Statement “Introduction to Life Settlements” in PLI’s treatise Financial Product Fundamentals. His other publications include: PLI’s Guide to the SEC’s New Executive Compensation Disclosure Rules (Practising Law Institute 2007); The Implications of the U.S. Sarbanes-Oxley Act, (Japanese-German Center-Berlin/ Max Planck Institute For Foreign Private and Private International Law – September 2004, The Oxford Press).


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 at the intersection of human capital management and corporate governance and 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.


Joshua Ashley Klayman is the firm’s U.S. Head of Fintech and Head of Blockchain and Digital Assets. She is one of the best-known blockchain and cryptocurrency lawyers in the U.S. and globally, highly regarded for her extensive experience in, and deep knowledge of, blockchain, smart contracts, and cryptocurrency matters, including initial coin offerings (ICOs)/digital token offerings.

Josh has represented or consulted to global technology companies, token sellers, cryptocurrency exchanges and relayers; venture, hedge, and private equity funds and their portfolio companies; token marketers and broker-dealers; funds interested in trading digital assets; and major global investment banks, insurance companies, financial institutions and asset managers, among others.

By background, Josh is a finance and corporate lawyer. She spent over 10 years representing lenders and borrowers in leveraged finance and banking transactions and public and private organizations in a broad array of commercial transactions and corporate governance matters. Before joining Linklaters, Josh co-founded a blockchain and smart contracts group at a global law firm and set up her own boutique blockchain consultancy.


June S. Dipchand is a corporate partner concentrating in mergers and acquisitions, securities law and general corporate law matters.

Ms. Dipchand advises public and private clients in connection with various U.S. and cross-border corporate transactions, including negotiated and contested acquisitions, dispo­sitions, mergers, joint ventures, leveraged buyouts, carveouts, strategic investments, financ­ings, restructurings, recapitalizations and reorganizations. In addition, she has represented numerous clients with respect to a wide array of corporate law matters, including corporate governance, SEC reporting obligations and takeover preparedness.

Education

  • J.D./M.B.A., University of Toronto, 2006 (Dean’s List, Rotman School of Management)
  • M.A.Sc. (Mechanical Engineering), University of Toronto, 2001 (NSERC Sponsored)
  • B.Eng. (Mechanical), Technical University of Nova Scotia, 1998 (with distinction)
  • B.Sc. (Mathematics), Dalhousie University, 1995 (cum laude)

Publications

“An Investigation into the Effects of CNG-Gasoline Operation on EGO Sensor Behavior and Deterioration,” 2001 (M.A.Sc. Thesis) National Library of Canada - Bibliothèque nationale du Canada


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.


Maggie Flores is a corporate partner in the New York office of Kirkland & Ellis LLP. Maggie represents private equity sponsors and other public and private companies in connection with complex business transactions, including structuring and negotiating domestic and international mergers, acquisitions and divestitures, leveraged buyouts, capital markets transactions, recapitalizations and restructurings and executive compensation and incentive equity matters. She also counsels clients on a range of general corporate and securities law matters, including periodic reporting and disclosure issues, corporate governance, Section 16 reporting, fiduciary duties and stock exchange listing requirements.


Ran D. Ben-Tzur provides strategic counseling on a wide range of corporate matters to high-growth private and public technology companies, primarily in the software, social networking, fintech, crypto, internet and mobility spaces. He has extensive experience representing clients on initial public offerings and other equity and debt offerings, as well as SEC compliance and corporate governance. Ran’s issuer-side listings include Coinbase (the first Nasdaq direct listing), Compass, Facebook, Fitbit, Peloton, Upwork and Zuora. His underwriter-side initial public offerings include Applovin, Cloudflare, Impinj, Jive, New Relic, Nutanix, Rocket Fuel and Veeva Systems. He also counsels emerging companies on day-to-day corporate matters and advises them on strategic financing transactions.

In 2020, Ran was named among the top attorneys in the United States under the age of 40 by Law360.


Richard Ross is a partner involved in the firm's corporate and securities practice areas, with extensive experience in mergers and acquisitions and other complex corporate transactions. He has represented companies, private equity funds, hedge funds and investment banks in public and private mergers, acquisitions, divestitures, takeovers (negotiated and contested), leveraged buyouts, spin-offs, strategic investments and joint ventures, as well as debt and equity financings, including venture debt and intellectual property-backed financings, in a wide variety of U.S. and cross-border transactions. He also counsels clients on a broad range of corporate, securities and business-related matters, including directors’ duties and responsibilities and other aspects of corporate governance and disclosure issues.

Richard has worked frequently with clients in the technology, media and entertainment and financial services industries, including:

  • Goldman Sachs
  • Microsoft Corporation
  • Google Inc.
  • Fortress Investment Group
  • Brightwood Capital Advisors
  • Combs Enterprises


Risë Norman is a Partner at Simpson Thacher & Bartlett LLP in the Firm’s Corporate Department, where she represents a broad range of corporations, investment banks and other financial institutions engaged in capital markets transactions involving initial public offerings, follow-on equity offerings, high yield and investment grade debt offerings and restructurings, as well as in mergers and acquisitions and leveraged buyout transactions. She also advises such clients with respect to corporate governance, securities laws and general corporate matters.

Risë has advised, among others, The Hershey Company, Peabody Energy Corporation, TRW Automotive and Unisys Corporation. She has also represented:

  • Vanguard Health Systems and its majority shareholder, Blackstone, in its initial public offering and NYSE Listing and $350 million debt offering
  • ITC Holdings Corp. and its majority shareholders, and KKR and Trimaran, in its initial public offering and NYSE Listing and $267 million debt offering

In addition, Risë represents major investment banking firms in public and private offerings of equity and debt securities. She recently represented:

  • Underwriters in secondary offerings of common stock by SBA Communications Corporation
  • Initial purchasers in debt offerings by Covanta Holding Company
  • Underwriters in debt offerings by Berkshire Hathaway, Inc.
  • Underwriters in an $11.0 billion debt offering by Broadcom Inc. in addition to other transactions

Risë became a member of Simpson Thacher in 1998. From June 1997 to November 1997, she practiced in the Firm’s Hong Kong office.

Risë is a former member of the Securities Regulation Committee, a former member of the Financial Reporting Committee of the Association of the Bar of the City of New York, and a current member of the Business Law Section of the American Bar Association. She sits on the Board of Visitors of Stanford Law School, was the Area Enrollment Director for the Dartmouth Alumni Association of New York, and is a member of the Executive Committee of the Lawyers Division of the UJA-Federation. In June 2016, Risë participated in the Inaugural Women in Law Hackathon, a competition created by the Diversity Lab in collaboration with Stanford Law School and Bloomberg Law, to generate innovative ideas and solutions that will lead to greater retention and advancement of experienced women in law firms. Risë was named a recommended lawyer by The Legal 500 United States for her capital markets work and a 2013 BTI Client Service All-Star by BTI Consulting Group for delivering superior client service to Fortune 1000 clients. She has also been recognized by Super Lawyers 2013 – 2019.

Risë received her A.B., magna cum laude, in 1985 from Dartmouth College where she was elected to Phi Beta Kappa. She earned her J.D. from Stanford Law School in 1988 where she was an Articles Editor for the Stanford Law Review. From 1988 to 1989, Risë was a Law Clerk to the Hon. Jesse E. Eschbach, U.S. Court of Appeals for the Seventh Circuit.


Tina K. Diamantopoulos currently serves as Counsel to the Regional Director of the U.S. Securities and Exchange Commission’s Chicago Regional Office.  She has held this position since September 2010.  Prior to this appointment, she served as the Senior Special Counsel of Examinations for six years and was responsible for advising the broker-dealer examination program, representing the Commission in dealings with the securities industry, state and federal officials and the public, and handling enforcement referrals.  Prior to that appointment in October 2004, she served for over ten years in the Commission’s Division of Enforcement.  For five of those years, Ms. Diamantopoulos served as a Branch Chief, supervising a group of attorneys. 

During her tenure in the Enforcement Division, Ms. Diamantopoulos investigated, litigated and supervised several distinguished cases involving violations of the federal securities laws, such as financial, internet and offering fraud, sales practice abuses, failure to supervise, insider trading, market manipulation, disclosure issues and pay-to-play.  Ms. Diamantopoulos has also worked with several US Attorney’s Offices across the country and was deputized as a Special Assistant United States Attorney in the District of Minnesota and was co-counsel in a multi-million-dollar criminal jury trial involving securities, mail and wire fraud, and money laundering.

Ms. Diamantopoulos is a member of the Trial Bar for the U.S. District Court for the Northern District of Illinois.  She graduated from Northwestern University School of Law in 1994.  Prior to law school, Ms. Diamantopoulos attended and graduated, cum laude, with a Bachelor of Arts degree in Political Science and a Spanish minor, from Marquette University in 1991.


Christopher M. Hayden is Chief Operating Officer > US in Georgeson’s Proxy Division.  He joined Georgeson in 1995.  During his tenure at Georgeson, he has consulted with many corporations on defensive and offensive tactics in proxy contests, tender offers and other extraordinary transactions.  He advises public companies on corporate governance issues. He also has extensive experience counseling investment management companies facing shareholder proposals and proxy contests. 

Chris also specializes in providing solicitation advice to investment management companies. He routinely counsels closed-end funds engaged in proxy fights, tender offers and rights offerings.  Throughout the course of his career, Chris has managed more than 1,000 closed-end fund shareholder meetings.

Chris is also a principal of Georgeson Securities Corporation where he oversees the firm’s dealer-manager activities.  He holds Series 7, 24 and 63 licenses. 

He received a B.A. in Political Science from Colgate University. He is a member of the Society for Corporate Governance and has been a featured guest speaker at industry events including regional Society chapter conferences, The Investment Company Institute’s Closed-End Fund Conference, Practising Law Institute’s Understanding the Securities Laws program as well as many other law firm and advisor conferences.


Lara C. Thyagarajan is Senior Vice President, Head of Market Regulation Enforcement and Litigation. As Head of Market Regulation Enforcement, Ms. Thyagarajan oversees a team of specialist attorneys based in New York City, Rockville, MD and Chicago. Ms. Thyagarajan also oversees Enforcement’s Litigation Group.

Prior to serving in her current role, Ms. Thyagarajan held various leadership roles in the Enforcement Department and was most recently the Counsel to the Head of Enforcement. She joined FINRA's predecessor, NASD, in 2006. Before joining FINRA, Ms. Thyagarajan was a partner in the securities enforcement defense practice of a Boston law firm where she focused on the defense of broker-dealers and financial professionals in SEC, FINRA and state investigations and litigations.

Ms. Thyagarajan is a graduate of Boston College Law School and received her B.A. from Boston University.