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Drafting Securities Filings 2011


Speaker(s): Ann Yvonne Walker, Brooks Stough, Bruce K. Dallas, Jackie Liu, Jonathan W. Hughes, Karen K. Dreyfus, Mark A. Borges, Michael S. Dorf, Richard C. Blake, Russell Mancuso, Stephen E. Gillette, Steven V. Bernard, William F. Alderman
Recorded on: Nov. 3, 2011
PLI Program #: 31599

Jonathan Hughes joined Arnold & Porter LLP on January 1, 2012, when the firms of Arnold & Porter and Howard Rice Nemerovski Canady Falk & Rabkin PC combined.

Mr. Hughes is a partner in the firm's Litigation practice group, where he focuses on representing law firms and lawyers in complex litigation and legal ethics matters. He has tried and won numerous cases, including, recently, the defense of a national law firm and several of its individual partners in a case brought by the Chapter 7 trustee of a law firm that dissolved and filed for bankruptcy, in which the trustee was seeking profits, under Jewel v. Boxer, on matters that originated at the dissolved firm.

Mr. Hughes also represents technology and financial services companies, and businesses and executives in partnership dispute, unfair competition, and other commercial litigation matters. Mr. Hughes tried and won a four-week jury trial in Tampa, Florida for a California-based software company. He also was part of the trial team for the Oakland Raiders in a four-month jury trial in Sacramento, California resulting in a $34.2 million jury verdict for the Raiders.

Mr. Hughes has lectured on a variety of issues, including legal ethics, electronic discovery and evidence, and the use of technology in trial.
Prior to joining the firm, he served as law clerk to the Honorable Melvin Brunetti of the United States Court of Appeals for the Ninth Circuit. During law school, Mr. Hughes was a member of the Hastings Law Journal and a member of the Thurston Society. He was an extern to the Honorable Fern M. Smith of the United States District Court, Northern District of California.

Mr. Hughes was recognized as a Northern California Super Lawyer in 2007 and is an AV-rated attorney, a peer-awarded honor given by Martindale-Hubbell. He was also honored by the Law Foundation of Silicon Valley with the Honorable Robert F. Peckham Award for his outstanding public interest litigation work.

Education

  • JD, Order of the Coif, UC Hastings College of the Law, 1996
  • AB in Political Science, cum laude, University of California, Davis, 1993

Admissions
  • California
  • US District Court for the Central District of California
  • US District Court for the Northern District of California
  • US Court of Appeals for the Ninth Circuit


KAREN DREYFUS is a partner in the Palo Alto office of Sidley Austin LLP, where she advises private and public companies on corporate governance, mergers and acquisitions, public and private financings, securities laws and general corporate matters. She has extensive experience with cross-border transactions, including the acquisition of companies with operations in Asia, Europe, and Canada. Ms. Dreyfus' clients conduct business across a wide variety of industries, including software, semiconductor, Internet, apparel and airline. She has also represented investors in public and private companies, as well as underwriters in connection with debt and equity offerings.

PRACTICES 
- Corporate Governance and Compliance 
- M&A and Private Equity 
- Securities

ADMISSIONS & CERTIFICATIONS
- California, 1987

EDUCATION
- University of California, Hastings College of the Law  (J.D., 1987, cum laude; Order of the Coif; Note Editor, Hastings Law Journal) 
- Cornell University (B.A., 1982)

MEMBERSHIPS & AFFILIATIONS
- Member, Business Law Section, California State Bar Association 
- Member, Professional Advisory Board, Corporate Legal Professionals Network


Russell Mancuso
Legal Branch Chief
Division of Corporation Finance
U.S. Securities and Exchange Commission
Washington, D.C


Associate
 
Corporate Finance
Corporate Law & Governance
Entrepreneurial Services
Mergers & Acquisitions
Venture Capital

EXPERIENCE
 
Richard Blake is an associate at Wilson Sonsini Goodrich & Rosati, where he practices corporate and securities law. He specializes in private and public offerings, public company representation, mergers and acquisitions, and corporate governance counseling. Richard has represented investment banking and venture capital firms, as well as public and private clients across a broad range of industries, including enterprise software, telecommunications, semiconductors, and entertainment.

Prior to joining the firm, Richard clerked for Judge J. Clifford Wallace of the United States Court of Appeals for the Ninth Circuit. Richard also clerked for Justice I. Daniel Stewart of the Utah Supreme Court.

EDUCATION

  • J.D., Brigham Young University Law School, 1998
    Summa Cum Laude; Order of the Coif; Executive Editor, BYU Law Review
  • B.A., English, Brigham Young University, 1995
    With Honors
ASSOCIATIONS AND MEMBERSHIPS:

  • Member, American Bar Association
HONORS:

  • Named a 2009 Northern California "Rising Star" by Law & Politics magazine
ADMISSIONS:

  • State Bar of California


Brooks Stough is a founding partner of our firm and is based in our Silicon Valley office. Brooks has a wide range of experience handling complex matters of publicly traded companies. His practice includes representing issuers in private and public financings as well as merger and acquisition transactions, advising companies about corporate governance matters, representing venture capital funds in investor-side financings and representing nationally recognized underwriters.

Before co-founding our firm, Brooks was a partner of Brobeck, Phleger & Harrison.

Brooks is a frequent speaker on corporate and securities law matters.

Brooks holds a J.D. from Stanford University Law School, an M.B.A. from the Stanford University Graduate School of Business and a B.A. from Stanford University


Ann Yvonne Walker is a corporate securities partner at Wilson Sonsini Goodrich & Rosati in Palo Alto, where she has practiced law since graduating from law school in 1979. Ann primarily represents high technology companies in the “Silicon Valley” and specializes in corporate and securities law, including public offerings, mergers and acquisitions, corporate governance matters and general corporate representation, with a particular emphasis on public company disclosure obligations and SEC compliance issues. Special areas of expertise include SEC reporting requirements, Rule 10b5-1 plans, Section 16 of the Securities Exchange Act of 1934, and executive compensation disclosure.

Ann is an active member of the Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association and is currently serving as Chair of its Disclosure and Continuous Reporting Subcommittee. She also is a member of the subcommittees on: Small Business Issuers; Employee Benefits, Executive Compensation, and Section 16; Securities Registration; Proxy Solicitations and Business Combinations; and Securities Law Opinions. She has served on drafting teams for many comment letters on SEC proposals, including those relating to the JOBS Act of 2012, the Dodd-Frank Act of 2010, the Sarbanes-Oxley Act of 2002, the Section 16 rules, the executive compensation disclosure rules, Form S-8, Rule 701, securities offering reform and the rules for smaller reporting companies and emerging growth companies.

EDUCATION:

J.D., Stanford Law School, 1979
B.S., Mathematics, Stanford University, 1976 With Distinction, Phi Beta Kappa

ASSOCIATIONS AND MEMBERSHIPS:

Ann has held a variety of leadership positions in the American Bar Association, as well as the California State Bar.

American Bar Association:

  • Member, Council of the ABA Business Law Section, 2001-2005
  • Chair, ABA Business Law Section's Committee on Lawyer Business Ethics, 1997-2001
  • Member, ABA Business Law Section's Publications Board, 2000-2004
  • Member, ABA Business Law Section’s Business Law Today Editorial Board, 2011-present
  • Chair, Subcommittee on Disclosure and Continuous Reporting of the ABA Business Law Section's Federal Regulation of Securities Committee, 2012-present
  • Chair, Subcommittee on Small Business Issuers of the ABA Business Law Section's Federal Regulation of Securities Committee, 2008-2011
  • Member, ABA Business Law Section's Federal Regulation of Securities Committee, 1992-present
  • Member, ABA Business Law Section's Committee on Audit Responses, 2004-present
  • Member, ABA Business Law Section's Committee on Professional Conduct, 2001-present
  • Chair, ABA Section/Division Committee on Professionalism and Ethics, 1999-2001
  • Member, ABA Standing Committee on Professionalism (SCOP), 1996-1999; Liaison from ABA Business Law Section to SCOP, 1999-2013
  • Member, ABA Standing Committee on Technology and Information Systems (SCOTIS), 2005-2008; Liaison from ABA Business Law Section to SCOTIS, 2008-present

California State Bar:

  • Advisor, Business Law Section Executive Committee, State Bar of California, 2000-2005 and 2010-present
  • Advisor, Council of State Bar Sections, State Bar of California, 2002-2003
  • Co-Chair of the Council of State Bar Sections, State Bar of California, 2001-2002
  • Chair (1999-2000), Vice Chair (1998-1999), and Legislative Chair (1997-1998), State Bar of California's Business Law Section
  • Co-Chair (1995-1996), Vice Chair–Legislation (1994-1995), and Secretary (1993-1994), Corporations Committee, State Bar of California's Business Law Section
  • Chair, Lifetime Achievement Award Committee, State Bar of California’s Business Law Section, 2005-2008
  • Member, Steering Committee for the Opinions Committee, State Bar of California’s Business Law Section, 2000-present

HONORS:

  • Selected for inclusion in 2006-2014 editions of Best Lawyers in America
  • Named in 2004-2009 in Northern California Super Lawyers
  • AV Preeminent Peer Review Rating, Martindale-Hubbell

SELECT SPEAKING ENGAGEMENTS:

  • Regular speaker at PLI's annual two-day "Drafting Securities Filings" seminar
  • Speaker at Plenary Session and/or Moderator of Breakout Group, SEC Forum on Small Business Capital Formation, 2010-2012
  • Speaker on annual ABA two-hour program on “Current Securities Law Issues for Small Business”, 2007-present
  • Testified before the SEC Advisory Committee on Smaller Public Companies in September 2005

ADMISSIONS:

State Bar of California (1979)

COMMUNITY ACTIVITIES:

  • Member, Board of Directors, Chanticleer (12-voice professional male choral ensemble based in San Francisco), 2013-present
  • Member, Board of Directors, and violinist, Redwood Symphony (nonprofit community orchestra)
  • Pro bono outside counsel and singer, Schola Cantorum (90-voice mixed community choir)
  • Member, Medallion Society, San Francisco Opera
  • Member, Baton Society, San Francisco Symphony


Bill Alderman, a partner in the San Francisco office, concentrates his practice on business litigation and dispute resolution. He has broad experience in matters involving federal and state securities, corporate governance, technology, trade secrets, business torts and international disputes. Mr. Alderman is additionally recognized for the results he has obtained in insurance coverage, employee benefits, and federal and state antitrust disputes. He commits a substantial part of his time to pro bono representation.

Representing clients in class and derivative actions, Mr. Alderman's approach is to minimize his clients' overall cost through careful strategic planning, dispositive motions and aggressive negotiation. Of the many securities class actions he has defended, only three have resulted in any settlement payment by his client. Of his more than 50 motions to dismiss securities class or mass actions since 1996, over 90 percent were granted in their entirety (most with prejudice), while others were granted in part or led to a successful motion for summary judgment.

Mr. Alderman's recent securities class and derivative actions include representation of McKesson Corporation's former CFO in class, derivative, criminal (obtained acquittal after trial) and SEC (obtained voluntary dismissal) actions; Hewlett-Packard's former general counsel in successful defense of derivative litigation involving alleged pretexting to obtain confidential records; NovaStar Financial, Inc. and officers in obtaining dismissal with prejudice of class action involving subprime lending, affirmed on appeal; officers and directors of Gap, Inc. and Charles Schwab Corp. in obtaining voluntary dismissal of derivative actions; companies such as PG&E Corp., Callidus Software, Fritz Corp. and Affymetrix Corp. in obtaining dismissals of class actions; and investment banks such as Smith Barney, Goldman Sachs, Merrill Lynch, Morgan Stanley, Lehman Brothers, J.P. Morgan Chase, Piper Jaffray and UBS in obtaining dismissals with prejudice in class actions involving Metricom, Kenetech, Autodesk, Bergen Brunswig, Triteal, Orthologic, Hart Brewing, Worlds of Wonder and other issuers.

Mr. Alderman has also won numerous dismissals of actions throughout the country involving unfair competition, private finance, M&A, broker-customer disputes, fiduciary duty, partnership claims and tender offers. He frequently advises clients in internal investigations and regulatory matters.  A more complete description of these and other recent matters is available in Mr. Alderman's biography at www.orrick.com.

Mr. Alderman, a frequent speaker and writer on securities and other litigation topics, is a co-editor of the Securities Reform Act Litigation Reporter. He is a director of Bay Area Legal Aid, Disability Rights Advocates and The Forgotten International, and a former director of the Bar Association of San Francisco (audit committee chair), The Lawyers Committee for Civil Rights of the San Francisco Bay Area, the St. Thomas More Society of San Francisco (president), and the National MS Society (Bay Area Chapter).

Education

  • J.D., Yale Law School, 1970
  • A.B., summa cum laude, Miami University, 1967

Honors

  • Robert J. Sproul, Jr. Pro Bono Award presented by the Lawyers Committee for Civil Rights of the San Francisco Bay Area (1996)
  • Award of Merit presented by the Bar Association of San Francisco (2006) 
  • United States District Court (N.D. Cal.) - Court Appointed Evaluator, Mediator and Arbitrator (1988 to present)

Admitted

  • Supreme Court of the United States
  • United States Courts of Appeals, Second, Seventh, Eighth, Ninth and Tenth Circuits
  • Numerous U.S. District Courts
  • U.S. Tax Court
  • California


Bruce K. Dallas is a member of the Davis Polk & Wardwell LLP corporate department and is a founding partner of its Menlo Park office. He advises on corporate finance, including initial public offerings (with an emphasis on high-technology and bio-technology companies), high-yield and convertible debt offerings and derivatives. He also advises on SEC disclosure and corporate governance.

His corporate clients include Comcast, Leidos, Masco, NBCUniversal, Oracle, Roper Industries and Texas Instruments, and he regularly advises leading underwriters. Recent transactions include Masco’s pending spinoff of its Installation and other service businesses; an aggregate of $20.4 billion in debt offerings by Comcast, Oracle, Texas Instruments and TTX Company; initial public offerings by Achaogen, Adamas Pharmaceuticals, Atara Biotherapeutics, Loxo Oncology, Revance Therapeutics and Versartis; equity offerings by Atara Biotherapeutics, BIND Therapeutics, Endocyte, Esperion Therapeutics, Portola Pharmaceuticals, Revance Therapeutics, Versartis, Xencor and Xenoport; and, an aggregate of $3.32 billion in convertible notes offerings by Anacor Pharmaceuticals, Brocade Communications Systems, Cepheid, Depomed, Electronics For Imaging, FireEye, Palo Alto Networks and Xenoport.

Mr. Dallas is ranked as a leading lawyer in several legal industry publications in 2012 to 2015, and such as band 1 in “Capital Markets: Debt & Equity” in California according to Chambers USA: America’s Leading Lawyers for Business and band 3 nationwide in “Capital Markets Debt & Equity” according to Chambers Global: The World’s Leading Lawyers for Business; and is also recognized as a highly regarded capital markets lawyer in The Legal 500: United States.  Mr. Dallas is a frequent speaker, most recently at the “Getting Beyond Denial: Conflict Mineral Rules More Important (And Apply Sooner) Than You Thought” webcast for TheCorporateCounsel.net; the Northwestern Law School’s 37th Annual Securities Regulation Institute; Practicing Law Institute’s Drafting Securities Filings 2010 to 2014; the 2009 National Conference of the Society of Corporate Secretaries & Governance Professionals; and as California co-chairman of the 2008 Practicing Law Institute’s Nuts & Bolts of Financial Products.

Mr. Dallas graduated with an A.B. and an A.M. (Chemistry) from Dartmouth College in 1979, and a J.D. and M.B.A. from Vanderbilt University in 1984.  He joined Davis Polk in 1985.


Mark A. Borges is a principal with Compensia, Inc., a management consulting firm providing executive compensation advisory services to compensation committees and senior management of knowledge-based companies. From April 2003 until September 2007, he was a principal for Mercer in the firm’s Washington Resource Group in Washington, DC. Previously, Mr. Borges was a Special Counsel in the Office of Rulemaking, Division of Corporation Finance with the United States Securities and Exchange Commission.  Before that, he was General Counsel for ShareData, Inc.  Mr. Borges practiced law with the firms of Ware & Friedenrich (now DLA Piper) from 1987 to 1992 and Pillsbury, Madison & Sutro (now Pillsbury Winthrop) from 1982 to 1987.  From 1981 to 1982, he served as law clerk to the Honorable Marion T. Bennett of the United States Court of Claims in Washington, DC.

Mr. Borges is the author of SEC Executive Compensation Disclosure Rules (2nd Ed.), published by the American Bar Association, and a co-author of the Lynn, Borges & Romanek Executive Compensation Disclosure Treatise and Reporting Guide. He is also an Adjunct Professor at the Georgetown University Law Center, teaching a course of the securities law aspects of executive compensation.

A California native, Mr. Borges graduated from Humboldt State University in 1976.  He received his J.D. from Santa Clara University in 1979 and an L.L.M. in Taxation from New York University in 1981.  He is a member of the American Bar Association.


Steve Gillette has significant experience representing private equity and other financial sponsors in acquisitions and dispositions of their portfolio companies. He also advises on governance and compliance matters and represents strategic investors in a range of transactions including mergers and acquisitions, public equity and debt securities offerings, and venture capital investments.

Steve regularly represents financial sponsors and strategic investors including Abbott Labs, Burrill, NBGI, Quilvest, The Riverside Company, and Total SA in acquisition, investment, and disposition transactions. Public and private company clients he advises on a regular basis include Neurotech, SunPower, and Support.com. His recent transactions include: The Riverside Company's sales of Momentum Textiles and Media Source and its purchase of Baby Jogger; Lam Research's $3.3 billion merger of equals with Novellus; Total's $1.3B majority investment in SunPower; Virage Logic's $330 million sale to Synopsys; and SunPower's $3 billion spin-off from Cypress.

Steve regularly speaks at business and legal conferences on IPOs, venture capital, M&A, and corporate governance. He was recently quoted in The Wall Street Journal regarding IPOs.

AREAS OF FOCUS

Private Equity
Capital Markets
M&A
Life Sciences Capital Markets
Life Sciences M&A

HONORS & DISTINCTIONS

The Legal 500 US (2014) — recommended lawyer for mergers, acquisitions, and buyouts: venture capital and emerging companies

EDUCATION

University of California, Hastings College of the Law (J.D. 1996; Order of the Coif); University of Pennsylvania (B.A. in Communications 1991)

BAR ADMISSIONS

California


Jackie Liu is co-chair of Morrison & Foerster’s Global Corporate Department of over 400 attorneys. Ms. Liu engages in a general corporate and transactional practice, with special emphasis on corporate counseling of public companies, mergers and acquisitions, and the China practice. In 2018, Ms. Liu received the Client Choice Award from International Law Office/Lexology for excellent client care and quality of service in the practice of corporate law.

Ms. Liu regularly advises public companies on corporate governance matters, including disagreements between board and management, succession planning, investor relations, director and officer fiduciary duties, and board “best practices,” and counsels boards and special committees in connection with conflicts of interest, proxy contests, and other corporate control efforts. Ms. Liu is outside general counsel to a number of public companies with whom she has worked with for nearly 20 years and provides big picture, critical, value-adding strategic advice. She also counsels public companies on disclosure matters and associated liability considerations, including those relating to the federal securities laws, Sarbanes-Oxley, Dodd-Frank, and NYSE and NASDAQ rules and regulations. Her knowledge of SEC-reporting requirements is a valuable addition to counseling on public-company M&A transactions. Ms. Liu has lectured at seminars and conferences and written articles on various ’33 Act and ’34 Act law matters, and is a faculty member of the Practising Law Institute.

Ms. Liu graduated, cum laude, from Harvard Law School in 1998, where she served as the co-editor of the Harvard Law Record. A member of Phi Beta Kappa, Ms. Liu received B.A. degrees in English and Political Science, summa cum laude, from the University of California, Los Angeles.


Michael Dorf is a partner in the firm’s Mergers & Acquisitions Group and is based in the San Francisco office. Michael has extensive experience in U.S. domestic and cross-border M&A transactions, carve-outs, venture capital financings, strategic investments, joint ventures and corporate partnering transactions. He has represented public and private companies, private equity funds and venture capital investors in the technology, media, telecommunications, biotechnology, health care, renewable energy, consumer products and other industries. In addition, Michael represents portfolio companies of private equity clients, handling day-to-day legal activities, add-on acquisitions, and other general corporate work. Michael joined the firm as a partner in 2008. From 2000 to 2008 he was a partner at other firms.


Steve Bernard is a partner at Wilson Sonsini Goodrich & Rosati, where he specializes in representing U.S. and non-U.S. companies in domestic and crossborder public offerings, mergers and acquisitions, and SEC compliance. Steve has extensive experience in cross-border corporate transactions, including the initial public offering of Trintech Group Plc, which was the first simultaneous duallisting of American Depositary Shares on Nasdaq and the Neuer Markt, the acquisition of Applied Learning Limited, an Australian Stock Exchange-listed company, through a scheme of arrangement, the $1.6 billion sponsored global secondary offering of American Depositary Shares by Infosys Technologies Limited, the public-to-private transaction for Transware Limited, and the structuring and implementation of Logitech International's Global Share Program. His practice includes all aspects of public and private company representation, including private financings and corporate governance. He also has represented underwriters in numerous public offerings and investors in venture capital financings.

Prior to joining Wilson Sonsini Goodrich & Rosati, Steve practiced law with Fried, Frank, Harris, Shriver & Jacobson in New York.