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Institute on Securities Regulation in Europe 2012 (Eleventh Annual): Cross-Border Deal-Making in an Uncertain Environment


Speaker(s): Alan Paul, Alyssa Caples, Bob Penn, Bradley J. Gans, Cecil D. Quillen III, Charles Ross-Stewart, Charles Martin, Charles Nathan, Chris Hodge, Chris Bates, Chris Perrin, Christa Band, Christine A. Varney, Daniel Epstein, David B. Rockwell, David J. Greenwald, Derk Lemstra, Edward F. Greene, Emma Slatter, Erica Handling, Helena Morrissey, James Upton, James C. Scoville, James Palmer, Jason Meers, John W. Banes, Jon Grussing, Jonathan Bloom, Kevin Connell, Laura A. Holleman, Linda Chatman Thomsen, Mark S. Bergman, Meredith B. Cross, Michael Shaw, Nilufer von Bismarck, Richard C. Morrissey, Robert H. Mundheim, Sajid F. Hussein, Sarah Jones, Sarah Murphy, Scott V. Simpson, Tracey McDermott
Recorded on: Mar. 8, 2012
PLI Program #: 34294

Alen Paul

A partner at Allen & Overy since 1985, Alan has over 30 years of experience advising UK public companies, multinational blue-chip corporates, private equity sponsors and banks on M&A in most business sectors. Much of his work has been cross border and multijurisdictional.

Alan is also a member of the rule-making Committee of the Takeover Panel since its inception in 2011. He was seconded as a senior executive to the Takeover Panel between October 1985 and February 1988. He has worked on some 150 UK takeovers and some of the largest and highest profile transactions in the market.


Chris Perrin was educated at Oxford University (English Literature) and then Cambridge University (Law). He has been a partner in Clifford Chance since 1988, initially specialising in shipping and oil and gas litigation.

In 1995, Chris was elected Managing Partner of the firm's Litigation and Dispute Resolution Practice (re-elected 1998) and, since 2000, he has held a full-time management role as the firm's Executive Partner, providing direct support to the firm's Managing Partner. Since 2004, Chris has also been the firm's General Counsel. He has been a member of the firm's Management Committee since 1995. He has particular responsibility for regulatory issues, risk management, conflict management, claims and insurance.

In 2000, Chris chaired the English Law Society's Conflict Review Committee which recommended wholesale amendments to the Conflict Rules in England and Wales. This formed the basis of the new conflict rules which came into effect in April 2006. He has been at the forefront of recent conflict reform and acts as a consultant and expert witness on related issues.

Since 2007, Chris has chaired the City of London's Law Society's Committee on Professional Rules and Regulation. He has been closely involved with developments in the regulation of the Legal sector.


Christa Band joined Linklaters on 1 December 2009 and has a commercial litigation practice with a particular emphasis on banking and financial services disputes including work with an international element. She has experience of the full range of issues faced by banks: enforcement of security, duties of bond issuers, claims in relation to derivatives, misrepresentation and mis-selling, duties of care, conflicts of interest and confidential information, constructive trust and tracing claims, fraud, freezing orders and other injunctive relief. Christa also has significant experience of regulatory investigations and enforcement proceedings.


Daniel Epstein is a US securities lawyer with more than 15 years experience in capital markets in EMEA. He acts regularly for both issuers and underwriters, in both private and public deals, and in both developed and emerging markets across the region.


David Rockwell represents non-U.S. companies and financial institutions in connection with their corporate finance and mergers and acquisitions activities.
 
In the corporate finance area, he has acted on behalf of both underwriters and issuers in connection with a wide range of high-profile equity and debt financing transactions. His recent equity experience includes representing Porsche, ING, SEB, Sky Deutschland, Anheuser-Busch InBev and UBS in connection with their rights offerings, as well as the issuers in numerous IPOs, including the proposed IPOs of Evonik and Skype. He also represented Anheuser-Busch InBev in its New York Stock Exchange listing and Siegfried in connection with its offering of mandatory convertible notes. He has represented the underwriters in connection with the mandatory convertible bond and equity rights offerings of Commerzbank, the capital raise by RWE and the IPOs of Brenntag, ByggMax and TomTailor. Mr. Rockwell also has represented the issuer or underwriters in connection with equity offerings by Allianz, Altana, Deutsche Post, Deutsche Telekom, EPCOS, Gottex Fund Management, GPC Biotech, Infineon, Munich Re, Postbank, Premiere Fernsehen, Tetragon Financial Group, TradeDoubler and Wacker Chemie, among many others.
 
Mr. Rockwell's M&A practice includes the representation of TeliaSonera in connection with its tender offers for the shares of Eesti Telekom and Teo LT, and of AkzoNobel in connection with its €11 billion sale of its Organon BioSciences subsidiary to Schering-Plough.
 
Mr. Rockwell is Chairman of the IBA's Securities Law Committee and a contributing editor to the IFLR.


Derk Lemstra is Head of Corporate based Stibbe's Amsterdam office. He specializes in equity capital markets, securities, public M&A and corporate governance. He regularly advises clients on offerings of both equity and debt securities, including initial public offerings. His clients include both issuers as well as underwriting banks. Derk is Co-Chair of the Securities Law Committee of the International Bar Association.


Tracey McDermott graduated in Law from Queen Mary and Westfield College, University of London and subsequently qualified as a solicitor in 1995 specialising in commercial litigation.

She joined the Enforcement Division of the FSA in 2001. Since then she has been responsible for a large number of regulatory, civil and criminal investigations across the spectrum of the FSA’s regulatory responsibilities. She is currently Acting Director of the FSA’s Enforcement and Financial Crime Division.


James Scoville is a corporate partner whose practice focuses on securities matters and capital markets transactions. He advises both issuers and underwriters in U.S.-registered and global offerings, with particular experience working on listings on the London Stock Exchange and U.S. exchanges by Russian, Chinese and other emerging market companies, as well as representing insurance companies and underwriters in insurance company securities offerings.

Mr. Scoville is ranked by Chambers Global(2015) as a leading individual for equity capital markets in the UK and as a regional expert for debt and equity capital markets in Russia/CIS. IFLR1000 (2016) names Mr. Scoville as a Leading Lawyer for Capital Markets: Debt and M&A. InChambers Global(2013) and Chambers Europe (2013), Mr. Scovilleis recognised as “a renowned securities and capital markets lawyer” and in Chambers Global (2014) he is noted as being “well known for his work on capital market transactions with Russian clients.” Mr. Scoville is recognised as a leading individual for Capital Markets: Russia byChambers Europe (2013-2015). Hiswork on China Life has earned him the plaudit of “Dealmaker of the Year” from TheAmerican Lawyer.Mr. Scoville is recommended for Projects, Energy, Natural Resources: Mining and Minerals as well as for Emerging Markets in TheLegal 500 UK (2014 and 2015).TheLegal 500 UK (2012) notes his work on listings on the London Stock Exchange and U.S. exchanges for Russian, Chinese and other emerging market companies.

He is the author of a number of articles on capital markets and mergers & acquisitions issues. Recent publications include “Development of International Regulatory Capital Standards Continues,” Insurance Day (September, 2015); “Up To 49 Percent Foreign Ownership Of Indian Insurers Is Now Law,” FC&S Legal (May, 2015), “The EU Solvency II Regime For Insurers: An Update On Implementation,” FC&S Legal (May, 2015), “IAIS Issues Consultation On Global Insurance Capital Standard,” Canadian Insurance Regulation Reporter (February, 2015); “Takeaways From The 21st Annual IAIS Conference,” Law360 (November, 2014); “A Window Of Opportunity,” International Financial Law Review (October, 2014); “Russian Eurobond Issuers’ Buyback Opportunity,” International Financial Law Review (September, 2014); “What’s Driving ADRs’ Renaissance,” International Financial Law Review (September, 2014); “Deal of the Month: Norilsk Nickel’s $1bn seven-year Eurobond offering,” The Lawyer (November, 2013); and “Capital Resources,” Mining Journal (September, 2013). Recent speaking engagements include “Raising Capital on Public Equity Markets: Current Trends,” Debevoise & Plimpton LLP (February, 2013); “NYSE Euronext: Opportunities for Russian Issuers in the US and Europe,” Debevoise & Plimpton LLP (February, 2013); “Listings on London Stock Exchange,” Bank of America Conference(December, 2012); “GDR or Premium Share Listing,” The London Stock Exchange (July, 2012); “Developments in Capital Markets,” PLI's Eleventh Annual Institute on Securities Regulation in Europe (March, 2012); and “Current Developments in Russian and International Capital Markets,” Debevoise & Plimpton LLP (February, 2012).

Mr. Scoville served as Managing Partner for Debevoise’s London office from 2005 to 2013. He received his A.B. cum laude from Dartmouth in 1983 and his J.D. from the University of Chicago Law School in 1987 where he was elected to the Order of the Coif.


Chris Bates is a partner and head of Clifford Chance's financial regulatory practice in London. He advises banks, securities firms and other financial institutions on issues associated with the regulatory response to the financial crisis, the impact of the EU single market programme, financial services regulation and regulatory capital, as well as advising on securities and derivatives transactions and mergers and acquisitions in the financial sector.

He is a member of the Council and Executive Board of the International Regulatory Strategy Group advising the City of London Corporation and TheCityUK.  Mr. Bates has served as a member of the European Commission's European Securities Markets Experts Group and is an active participant in other industry and official committees and working groups on regulatory issues, as well as advising a number of industry associations on regulatory matters.

Mr. Bates joined Clifford Chance in 1980 and from 1983 to 1988 was based in the firm's Hong Kong office. He is a Solicitor of the Supreme Court in England and holds degrees from Oxford University and Columbia Law School.


Charles Ross-Stewart
General Counsel EMEA IB London

Charles was appointed IB Regional General Counsel for EMEA in October 2009 and is responsible for the Legal and Compliance department in the region.

Charles joined the firm in 1998 and spent several years as Head of Traded Product Legal EMEA IB, In 2006 he was appointed Head of Compliance for the IB in EMEA.


Chris Hodge is Head of Corporate Governance at the Financial Reporting Council, the UK's independent regulator responsible for promoting high quality corporate governance and reporting to foster investment.

Chris is responsible for updating and monitoring the effectiveness of the UK Corporate Governance Code which sets governance standards for companies listed in the UK, and for related guidance to boards on topics such as risk management and internal control and the role of audit committees.

Since July 2010 Chris has also been responsible for the UK Stewardship Code, a "comply or explain" code setting out principles to be followed by institutional investors in order to enhance engagement with the companies in which they invest. Asset managers in the UK are required to report on whether or not they follow the Code.

Chris chairs the European Corporate Governance Codes Network, a group of organisations responsible for their national corporate governance codes in European Union countries.

Prior to joining the FRC in 2004 Chris held positions in a number of UK Government Departments.


James E. Palmer studied law at Queens' College Cambridge. He has been with Herbert Smith since 1986 and has been a partner since 1994.  He co-ordinated the firm's equity capital markets practice from 2005-2010 and since May 2010 co-leads the firm's corporate practice.

He specialises in securities law, mergers and acquisitions and corporate law. From 2002- 2006 he chaired the City of London Law Society's Company Law Sub-Committee and established its Liaison Group with the UK Listing Authority. He has also led since 2002 the Law Society / City Law Society's Takeovers Working Party. He is a member of the UK Financial Services Authority's Listing Authority Advisory Committee, its external advisory group on market issues. 

He has advised on a wide range of mergers and acquisitions and capital markets transactions including advising Bank of Ireland on a range of transactions; advising the underwriters on its May 2010 €3.4 billion capital raising. He advised the underwriters on Standard Life's £5.25 billion demutualisation and listing and on Rio Tinto's $15 billion rights issue in June 2009, Resolution Group on various transactions including its defence of the contested takeover by Pearl and ultimate £5 billion takeover, Fortune Brands on the £7.4 billion break-up bid for Allied Domecq and BlueBay Asset Management on its £960 million takeover by Royal Bank of Canada.


Jason Meers joined Barclays Capital in 2001. He was promoted to Managing Director in 2010 and currently works in the European Leveraged Finance team with responsibility for a number of sectors including Natural Resources and Healthcare. Prior to joining Barclays Capital, Jason worked in the Oil and Gas industry.

Jason received an MBA from the Rotterdam School of Management, Erasmus University in 2001 and a Masters in Chemical Engineering from Loughborough University of Technology in the UK in 1991.


Jonathan Bloom joined Ropes & Gray in 2009 as a Partner in the Finance group in London, where he focuses on corporate and finance transactions, with particular emphasis on high yield debt offerings and fund-related transactions. Jonathan joined the firm from the London office of White & Case. Jonathan represents private equity funds and their portfolio companies, hedge funds, corporate borrowers and issuers, underwriters, arrangers, and secured lenders. He has extensive experience in structuring and negotiating high yield debt offerings, acquisition financings, bridge financings, mezzanine financings, and debt restructurings. Recent hedge fund clients include GoldenTree Asset Management, BlackRock, Fortelus Capital Management, and Mount Kellett Capital Management.

Representative Clients and Matters

  • Acting for Vision Capital in connection with the €260 million bridge loan and €250 million 10% senior secured notes due 2018 to finance Vision Capital's acquisition of a portfolio of investments from Banco Popolare, including Bormioli Rocco, the international glass and plastic packaging manufacturer.
  • Acting for the mezzanine lenders providing €395 million of secured mezzanine debt in connection with financing and structuring the acquisition of Swedish security group, Securitas Direct AB, by Bain Capital and Hellman & Friedman.
  • Acting for certain mezzanine lenders to KCA Deutag Oil Services Group, including funds managed by BlackRock Financial Management, Inc., EIG Management Company, LLC and GoldenTree Asset Management LP, in connection with KCA's financial restructuring.
  • Acting for Sankaty Advisors and GoldenTree Asset Management as Euro Note Purchasers in connection with the purchase of €110 million principal amount of Senior Secured Floating Rate Notes of Almatis Holdings 9 B.V.
  • Acting for Liberty Global Inc. in connection with its €2.6 billion high yield offering to finance the acquisition of Unitymedia GmbH, and the provision of a €80 million senior revolving credit facility for UPC Germany GmbH, this was the largest secured bond in European high yield history, the largest ever high yield deal in the cable space, the second largest high yield deal ever completed in Europe, the largest private equity exit in Europe in 2009 and the first major European deal where high-yield bonds have usurped bank loans to fund an acquisition.
  • Acting for UPCB Finance Limited in connection with its issuance of €500 million principal amount of 7?% Senior Secured Notes due 15 January, 2020. 


Honors & Awards

  • Chambers UK: Capital Markets: High-Yield Products: London (2009)


Memberships

  • International Bar Association


Bar Admissions

  • New York, 1999
  • England and Wales, Registered Foreign Lawyer

Education

  • 1998, JD, University of Maryland School of Law
  • 1995, BA (political science), honors, Northwestern University


Michael Shaw joined Barclays in 2009 as Deputy Group General Counsel.

Prior to joining Barclays, Michael spent over 20 years as a corporate lawyer in private practice, initially at Clifford Chance and then from 1992 at Herbert Smith specialising in M&A and capital markets. His clients comprised a range of investment banks and major corporates, with recent standout transactions including the takeover of British Energy by EDF and the associated nuclear power joint venture with Centrica, and the subsequent disposal by EDF of its UK distribution networks.

From 1996 he spent two years on secondment as Joint Secretary to The Panel on Takeovers and Mergers.
 


Edward F. Greene is senior counsel based in the New York office. Mr. Greene’s practice focuses on securities, corporate governance, regulatory and financial services reform and other corporate law matters.

Mr. Greene served as General Counsel of the Securities and Exchange Commission from 1981 to 1982 and Director of the Division of Corporation Finance from 1979 to 1981. From 2004 to 2008, Mr. Greene served as General Counsel of Citigroup’s Institutional Clients Group.

Mr. Greene is the author of a number of leading books and law review articles, including U.S. Regulation of the International Securities and Derivatives Markets and The Sarbanes-Oxley Act: Analysis and Practice, both of which were co-authored with several partners at Cleary Gottlieb and are widely used as essential sources of practical advice. Mr. Greene has been recognized as one of the best capital markets lawyers by Chambers Global.

Mr. Greene originally joined the firm in 1982 and returned in 2009. During his more than 20 year tenure at Cleary Gottlieb, Mr. Greene was also resident in the firm’s Washington, Tokyo and London offices, and was the first licensed foreign lawyer to be admitted to practice law in Japan in 1987.

Mr. Greene received an LL.B. degree from Harvard Law School in 1966 and an undergraduate degree from Amherst College in 1963. Mr. Greene is currently a Senior Research Scholar & Lecturer-in-Law at Columbia Law School and has been a Lecturer at the Harvard Law School, and an Adjunct Professor of Law at the University of Pennsylvania and Georgetown University Law Center. He was appointed to the Nomura Chair of International Securities Regulation (a part-time position) by the law faculty of the University of Tokyo for the 1989-1990 academic year, was Chairman of the Legal Advisory Board of the New York Stock Exchange from 1995 until 2001, and was a member of the SEC’s Advisory Committee on Capital Formation and Regulatory Processes. Mr. Greene is on the Board of Advisors of the Capital Markets Law Journal, published by Oxford University Press, and a Trustee and member of the Executive Committee of the Practicing Law Institute (PLI).

Mr. Greene is a member of the Bar in New York.


Alyssa K. Caples is a partner in Cravath’s Corporate Department, focusing on international corporate finance and mergers and acquisitions. Her capital markets practice encompasses investment grade and high-yield bond offerings and equity financings. Ms. Caples also regularly advises clients with respect to governance, public reporting and general corporate matters. She has been in the London office since 2010.

Ms. Caples’s corporate clients have included British American Tobacco, a global producer and seller of tobacco products, Drax, a vertically-integrated electricity supplier in the United Kingdom, Picard Groupe, a French frozen food retailer, INEOS, one of the world’s largest chemical companies, and its affiliates INOVYN, INEOS Quattro and INEOS Styrolution, and Bacardi Limited. She has also represented the initial purchasers in connection with bond offerings for Infopro Digital, a French business-to-business media and business information company, Lowell, a receivables management company, and Casino Group, a leading major multi-format, multi-banner and multi-channel food retailer.

Ms. Caples has been repeatedly recognized as a leading practitioner in the capital markets arena by Chambers UK, Chambers Global, The Legal 500 UK and IFLR1000.

Ms. Caples is from Ottawa, Canada. She received a B.A. summa cum laude from Columbia University in 1997, where she was elected to Phi Beta Kappa, and a J.D. cum laude from Harvard Law School in 2000, where she was a member of the Board of Student Advisors and a Senior Editor of the Journal of Law and Public Policy.

Ms. Caples joined Cravath in 2000 and was elected a partner in 2008.


David Greenwald is co-chair of Fried Frank.

Before rejoining the Firm in 2013, Mr. Greenwald served as the international general counsel and a deputy general counsel of Goldman Sachs. He joined Goldman Sachs’ legal department in 1994, and was named managing director in 1998 and partner in 2000. In addition to his responsibilities within the legal department, he co-chaired Goldman Sachs’ Firmwide Suitability Committee, which sets standards for clients and financial products. He was also a member of and counsel to both Goldman Sachs’ Firmwide Client and Business Standards Committee and European Management Committee, and counsel to the Growth Markets Operating Committee. 

Prior to joining Goldman Sachs, Mr. Greenwald was a corporate partner at Fried Frank from 1990 to 1994, principally representing private equity clients and clients engaged in mergers or other business combination transactions.

Mr. Greenwald serves on the Dean’s Council of Columbia University Law School and on the Wharton Executive Board for Europe, the Middle East and Africa.  He is also deputy chairman of the Financial Markets Law Committee in the United Kingdom and has been a co-chair of the PLI Annual Institute on Securities Regulation in Europe. 

He received a JD from Columbia University Law School, where he was a Harlan Fiske Stone Scholar, and a BS, summa cum laude, from the Wharton School of Business at the University of Pennsylvania.


Erica Handling is General Counsel, EMEA, Investment Banking, at Barclays, based in London. 

Erica is a member of the EMEA Executive Committee, the Investment Banking Operating Committee and Investment Banking Global Infrastructure Committee.  She is also a member of the Investment Banking Global Diversity Council and Co-Chair of the Investment Bank’s Women’s Initiatives Network for Europe, the Middle East and Africa.    

Erica joined Barclays in 2011 from private practice where she established and led the Securities and Structured Finance practice at Ashurst.  Erica started her legal career at Allen & Overy, working in both London and New York, before moving to Weil, Gotshal & Manges in London where she became a partner in 1998.  Her specific area of focus in private practice was derivatives and structured finance, in particular collateralised debt obligations.  She was awarded Partner of the Year by The Lawyer magazine in 2003.

Erica takes a particular interest in diversity and inclusion.  In addition to her responsibilities at Barclays, she was a founding member of the Diversity Committee at Ashurst.


Jon Grussing is a Managing Director of Credit Suisse in the Investment Banking and Capital Markets division, based in London. He is head of the Equity Corporate Finance team which leads the execution of equity and equity-linked offerings. He is also Co-Chairman of the European Investment Banking Committee.

Mr. Grussing joined Credit Suisse in 1985 in New York. He holds an A.B. in Economics from Dartmouth College. He’s been known to channel Marcus Welby and say “I am not a lawyer but I play one on TV.”

Please do let me know if you need anything further.


Linda Chatman Thomsen, who was the first woman to serve as the Director of the Division of Enforcement at the Securities and Exchange Commission, is senior counsel in Davis Polk’s Litigation Department and practices in the Washington DC office. Her practice concentrates in matters related to the enforcement of the federal securities laws. She has represented clients in SEC enforcement investigations and inquiries, in enforcement matters before other agencies, including the Department of Justice (various U.S. Attorneys Offices) and the Commodities Futures Trading Commission, in investigations and inquiries from self-regulatory agencies, including FINRA, and in internal investigations. These matters, which are typically non-public, have covered a broad range of securities related subject matters, including insider trading, foreign corrupt practices, financial reporting, manipulation and regulatory compliance. Her clients have included major financial institutions, regulated entities, public companies and senior executives.

Ms. Thomsen returned to Davis Polk in 2009 after 14 years of public service at the SEC. While there she held a variety of positions and ultimately served as the Director of Enforcement from 2005 through February 2009. During her tenure as the Director of Enforcement, she led the Enron investigation, the auction rate securities settlements, the stock options back dating cases and the expansion of the enforcement of the Foreign Corrupt Practice Act.

She is a graduate of Smith College (A.B. ’76, Government (High Honors)) and Harvard Law School (J.D. ’79).


Meredith Cross is a partner in the Securities and Transactional Departments in the New York and Washington D.C. offices of Wilmer Cutler Pickering Hale and Dorr LLP.  Ms. Cross advises public companies and their boards on disclosure and other corporate finance securities law and corporate governance matters, including SEC enforcement matters involving corporate finance issues.  Ms. Cross rejoined the firm in 2013, after having served as Director of the Division of Corporation Finance of the SEC since 2009.

While serving as the Director of the Division of Corporation Finance of the SEC, Ms. Cross led the Division's efforts to implement both the Dodd-Frank Act and the Jumpstart Our Business Startups (JOBS) Act. Under her leadership, the Division recommended close to 60 rulemaking releases to the Commission.   Ms. Cross testified before Congress numerous times on a broad range of issues including corporate governance, capital formation, risk retention in asset-backed securities offerings, executive compensation oversight, and agency management and budget.
 
Before first joining WilmerHale in 1998, Ms. Cross served in a variety of positions in the Division of Corporation Finance at the SEC from 1990 to 1998, including Deputy Director, Associate Director (International and Small Business) and Chief Counsel.  Prior to first joining the SEC staff, she was an associate and counsel at King & Spalding in Atlanta from 1983-1990.  She clerked for Judge Albert J. Henderson of the US Court of Appeals for the Eleventh Circuit (1982-1983). 

Ms. Cross currently serves as Co-Chair of the Practicing Law Institute’s Annual Institute on Securities Regulation.  She is a frequent speaker at securities and corporate governance law conferences.  She is a member of the Steering Committee of the Securities Regulation Institute, a member of the Securities Institute Advisory Committee, a Fellow in the American College of Governance Counsel, and previously served as a member of the ABA Corporate Laws Committee.  She is a member of the Board of Trustees of the SEC Historical Society and the Board of Governors of the Wilmer Eye Institute at Johns Hopkins. 

Education

  • JD, Vanderbilt University School of Law, 1982, Order of the Coif, Vanderbilt Law Review
  • BA, cum laude, Duke University, 1979

Honors & Awards

  • Recognized for her exceptional securities practice in the 2006-2009 and 2014-2020 editions of Chambers USA: America's Leading Lawyers for Business
  • Selected by peers for inclusion in the 2005-2021 editions of Best Lawyers in America for securities and capital markets law. Named by Best Lawyers as Washington DC Securities/Capital Markets "Lawyer of the Year" in 2017. 
  • Recipient of the 2014 Linda Quinn Lifetime Achievement Award by TheCorporateCounsel.net
  • Named to the NACD Directorship 100, A Who's Who of the American Corporate Governance Community, in 2010
  • Recognized as a Dealmaker of the Year by The American Lawyer in 2003


Mr. Mundheim is Of Counsel to Shearman & Sterling and Professor of Corporate Law & Finance at the James E. Rogers College of Law at the University of Arizona. He was formerly the Executive Vice President and General Counsel of Salomon, Inc. (1992-1997). Mr. Mundheim was the University Professor of Law and Finance at the University of Pennsylvania (1980-1992) and the Dean of the University of Pennsylvania Law School (1982-1989). In addition, Mr. Mundheim has served as General Counsel of the U.S. Treasury Department (1977-1980) and as Special Counsel of the Securities & Exchange Commission (1962-1963).

Mr. Mundheim was a member of the American Bar Association’s Standing Committee on Ethics and Professional Responsibility (2006-2012) and served as its Chair (2008-2011). He was a member of the Council of the American Law Institute (1985-2012) and served as a Consultant and Advisor to the Council on the Institute’s Principles of Corporate Governance (1980-1992). He also served as an Advisor to the American Law Institute’s Restatement of the Law – the Law Governing Lawyers, as a member of the American Bar Association President’s Task Force on Corporate Responsibility, and as a member of the Association of the Bar of the City of New York’s Presidential Task Force on Lawyers’ Role in Corporate Governance.


Richard C. Morrissey is the Managing Partner of Sullivan & Cromwell’s London office. He has extensive experience representing corporates on cross-border mergers and acquisitions across a wide range of industries, and was formerly the head of S&C’s M&A group in Europe. He has also worked with numerous private equity firms on the buy side of transactions; on the sell side he has worked with corporate clients selling businesses to, or negotiating investments by, various private equity firms. He is also a former co-head of the Firm’s Private Equity practice.

Mr Morrissey has also participated in many international equity and debt offerings for non-U.S. private issuers. He is the regular senior U.S. securities counsel to Diageo and Eni. He is frequently consulted on capital markets matters by various investment banks.

Mr Morrissey is consistently recognised as a leading practitioner by market commentators and is a frequent speaker at conferences on M&A and securities issues. He was previously co-chair of the Practising Law Institute’s Annual Conference on Securities Regulation in Europe for five years. He was educated at Harvard University, the University of Cambridge and the University of Michigan Law School.


Sajid Hussein is head of Bank of America Merrill Lynch’s Legal department in Europe, Middle East and Africa. He is based in London and heads a group of lawyers that provides legal support to Global Banking and Markets in the region. Hussein’s team covers the breadth of businesses including capital markets trading and origination, M&A, investment grade and leveraged finance, equities, rates, currencies and commodities. The team also deals with regulatory, employment, litigation and insolvency issues in the region. In addition, Hussein is responsible for the Europe Card Services (MBNA) Legal team based in Chester.

Hussein joined Bank of America in 2005 as Associate General Counsel. He was previously a director in Deutsche Bank’s London-based Legal department. Prior to that he worked as a banking lawyer at international law firm Allen & Overy in both London and Paris.

He graduated in 1992 with a bachelor’s degree in Law from the London School of Economics and Political Science. He also holds a master’s degree in Commercial Law and European Law from the University of Cambridge and is admitted as a Solicitor of the Senior Courts of England and Wales.

Hussein is a member of the human rights group Liberty and sits on the advisory board of SEO London, a charity that mentors minority students.


Sarah Jones is a Partner in the Corporate practice of Clifford Chance and is the Head of our global Consumer Goods group. She has extensive experience in advising multinational corporations on high profile, complex, cross-border M&A in particular in the consumer goods sector. Sarah regularly provides advice on the establishment and ongoing conduct of joint ventures in a wide variety of industries. Sarah has been a partner with the firm since 2001 and has been based in its New York office since 2006.  She is admitted as a solicitor in England & Wales and to the New York Bar.

Relevant experience includes advising:

  • Pfizer on the English law aspects of the establishment of a joint venture with GlaxoSmithKline plc to create a global consumer healthcare company
  • Mondelez International, JAB’s partner in Keurig, in the merger of Dr Pepper Snapple Group, Inc. and Keurig Green Mountain, Inc.  Mondelez will hold an approximately 13-14% stake in the combined $11B revenue company
  • National Dioxide Company in relation to the sale to Tronox Limited of its domestic and international titanium dioxide (Ti02) business in consideration for US$1.63 billion and newly issued shares of Tronox
  • Coca-Cola Co and Coca-Cola Femsa in their US$575 million agreement to acquire AdeS, the soy-based beverage unit of Unilever
  • Mondelez International Inc. in connection with the US$13.9 billion acquisition of Keurig Green Mountain by JAB Holding Company. Minority investors, who are shareholders in Jacobs Douwe Egberts, including Mondelez and entities affiliated with BDT Capital Partners, have partnered with JAB on its current deal for Keurig
  • Jacobs Douwe Egberts on the sale of Carte Noire to Lavazza, as a result of the commitments taken by Jacobs Douwe Egberts following the merger of the coffee businesses of Mondelez Group and Douwe Egberts Master Blenders
  • Mondelez International on the combination of its global coffee business with D.E. Master Blenders 1753 B.V to be named Jacobs Douwe Egberts (JDE) and, prior to closing, on its internal restructuring to separate coffee from Mondelez's other operations across more than 40 jurisdictions
  • GTECH S.p.A. on its change of corporate seat from Italy to the UK (by means of a European cross border merger) and its acquisition of IGT (by means of a US merger) for an aggregate consideration of US$4.6 billion
  • Kraft Foods on its £11.6 billion takeover of Cadbury and subsequent reorganization
  • Philip Morris International in its acquisition of a 20% equity interest in Megapolis Distribution BV in Russia for $750 million
  • Bridgepoint in the sale of the Permaswage Group to Precision Castparts Corp. (PCC)
  • Motorola Solutions, Inc. on its takeover of Psion plc
  • TAM Airlines in its US$7 billion merger with Lan Chile to form LATAM Airlines Group S.A.  
  • Kraft Foods on its €5.3 billion acquisition of the global biscuits business of Danone
  • Kraft Foods on its US$1.067 billion acquisition of the Iberian biscuits operations of United Biscuits
  • Philip Morris International on its US$5.2 billion acquisition of HM Sampoerna TBK
  • Altria Group on the US$5.622 billion merger of Miller Brewing with South African Breweries (to form SABMiller)


Charles joined the firm in 1983, became a partner in 1990 and Senior Partner in 2008. Charles works principally in M&A and private equity, acting for sponsors and corporates. Much of his work is cross-border in nature.

He is rated in the top tiers of the most highly recommended M&A and private equity lawyers in the UK by the leading directories including Chambers.

Clients look to him particularly for strategic counsel and tactical input on a wide variety of legal matters including M&A negotiations and litigation.

Recent highlights include advising:

  • Verizon Communications Inc. on its acquisition of Vodafone’s interest in Verizon Wireless for $130bn;
  • Brit Insurance N.V. on a recommended $1.3bn cash offer by Apollo and CVC; and
  • the independent directors of TNK-bp in relation to a proposed transaction with Rosneft.

He was named Law Firm Leader of the Year at Legal Week’s British Legal Awards 2013 and Partner of the Year 2014 by Financial News.


Emma is the UK General Counsel at Deutsche Bank AG, based in London.

Emma joined Deutsche Bank in 1995 after spending six years at Slaughter and May.  Prior to that she studied law at Bristol University and Guildford College of Law.

Emma is a member of the Bank's Global Legal Exco, UK Regional Governance Board, dbPride Allies Advisory Board and UK Risk Diversity Council.  In November 2013 Emma and her team won an in-house award at The Legal 500's inaugural UK awards.  Emma was also listed in the In-House Lawyer’s inaugural GC Powerlist, 2013 and the Lawyer Magazine's "Hot 100" list of lawyers.


Laura is general counsel of the Investment Banking Division (IBD) with global responsibility for the IBD Legal and the Capital Markets Legal groups. She serves as counsel to the Firmwide Commitments Committee and Asia Pacific Commitments Committee and is a member of the Firmwide Operational Risk Committee and the IBD Client and Business Standards Committee. Laura also represents the firm on the Equity Capital Markets Board of the Association for Financial Markets in Europe. She is the Legal Department’s MD ally for the Lesbian, Gay, Bisexual and Transgender Network.

Laura joined Goldman Sachs in 1998 as a vice president in the Special Execution Group (now IBD Legal) and became co- head of the European group in 2001. She was named managing director in 2004.

Prior to joining the firm, Laura was an associate with the London office of Sullivan & Cromwell from 1992 to 1996 and a vice president with J.P. Morgan Investment Management Inc. in London in the Legal and Compliance Department in 1997.

Laura earned a BA in International Relations from Michigan State University in 1988 and a JD from The Ohio State University College of Law in 1992.


Mark S. Bergman is a London-based partner of Paul, Weiss, Rifkind, Wharton & Garrison LLP.

Mark has extensive experience in corporate finance transactions in which U.S. and non-U.S. issuers access the equity (ECM) and debt (DCM) capital markets. He has handled issuer and underwriter representations since the early 1980s, was instrumental in establishing the Securities and Capital Markets Group at Paul, Weiss in the early 1990s and began focusing on cross-border capital markets transactions in the mid-1990s. He headed the Global Securities and Capital Markets Group until August 2020. 

Mark has handled the full range of ECM mandates, including initial public offerings, rights issues/open offers and other forms of follow-on offerings, exchange offers, privatizations, spin-offs/demergers, accelerated book-builds and the establishment of ADR programs, and the full range of DCM mandates, including EMTN programs, Yankee bond offerings and high yield debt offerings.  Mark has extensive experience representing financial institutions in connection with offerings of perpetual and dated hybrid securities for regulatory capital purposes.  He has significant experience with SEC-registered offerings, and he has handled Rule 144A offerings since the exemption was promulgated in April 1990, having been among the first to convert a public template to a Rule 144A template within weeks of the effectiveness of the exemption. 

Mark advises  on cross-border tender offers, exchange offers and going private transactions involving listed companies in the United States as well as other companies with significant levels of U.S. shareholders.  Mark also advises listed companies and significant shareholders on reporting and other obligations under the securities laws, the establishment of corporate compliance programs, and compliance with corporate governance standards under the securities laws and stock exchange rules.  He has advised companies in connection with SEC and other U.S. regulatory investigations, and stock exchange proceedings.  He also consults frequently on regulatory matters relating to broker-dealer registration, and investment company and investment adviser issues.

Mark is a frequent contributor to professional journals and other publications, and one of the principal authors of the firm’s alerts on securities law topics.  Mark regularly serves as a panelist at conferences and in-house seminars on a range of capital markets, financial reporting, corporate governance, corporate compliance and other securities law topics.  He is one of the firm's two principal points of contact on Brexit and EU/UK regulatory matters, and one of the founding members of the firm’s ESG practice group.


Brad Gans was the Chief Legal Officer for Europe, Middle East and Africa until November 2017, covering all businesses within the region.  He is currently the Citibank, N.A. London Branch Manager.  Previously Brad was Senior Deputy General Counsel for Citi’s Markets and Banking in EMEA.  Prior to moving to London in 2000, Brad was the General Counsel for SSB’s New York investment banking and capital markets divisions.  Brad has been with Citigroup since April 1993.

Prior to joining Citigroup, Brad was an Associate in the General Practice Group at Sullivan & Cromwell in New York from September 1985 to April 1993.

Brad received his B.A. from William Jewel College, summa cum laude in 1981.  He received his Masters at Cambridge University in 1982 and his J.D. from Washington University in May 1985.  He was admitted to the Roll of Solicitors for England and Wales in 2011.


Christine A. Varney is a partner in Cravath’s Litigation Department and serves as the Chair of the Firm’s Antitrust practice. Ms. Varney has been widely recognized as one of the leading antitrust lawyers in the United States in both private practice and in government service, and she is the only person to have served as both the U.S. Assistant Attorney General for Antitrust and as a Commissioner of the Federal Trade Commission. Ms. Varney formulates global antitrust strategy for clients in connection with joint ventures, mergers, acquisitions, dispositions and other business transactions, including advising on business conduct or potential investments to ensure compliance with antitrust laws, securing antitrust regulatory approvals, and handling internal or governmental investigations into anticompetitive behavior. Her clients span diverse industries, including cable, financial services, manufacturing, pharmaceuticals, retail, transportation, technology and telecommunications.

From 2009 until 2011, Ms. Varney served as Assistant Attorney General and headed the Justice Department’s Antitrust Division. In that role she oversaw all aspects of the Division’s operations, including merger review, criminal and civil litigation and investigations and coordination with competition regulators outside the United States.

From 1994 through 1997, Ms. Varney served as a Commissioner of the FTC. While at the FTC, she played a leading role on a broad range of competition law issues, and she is widely credited with pioneering the application of innovation market theory analysis to information technology and biotechnology transactions.

Prior to becoming FTC Commissioner, Ms. Varney served as Assistant to the President and Secretary to the Cabinet in the Clinton Administration.

From 1997 when she left the FTC until her appointment as Assistant Attorney General in 2009, Ms. Varney was in private practice, representing major corporations before the DOJ and the FTC and advising her clients on a wide variety of legal and business issues.

Ms. Varney has been recognized as a leading lawyer by numerous professional publications. The National Law Journal selected her as one of the “100 Most Influential Lawyers in America” and as one of 50 “Governance, Risk & Compliance Trailblazers & Pioneers.” She was also recognized by the publication as a Mergers & Acquisitions and Antitrust Trailblazer. Ms. Varney was named a “Competition MVP” by Law360 and “Lawyer of the Year” by Global Competition Review(GCR). She also was featured by GCR as one of the top “Women in Antitrust” worldwide and received Euromoney Legal Media Group’s Americas Women in Business Law Award for “Best in Antitrust/Competition.” Ms. Varney has been recognized as a leader in antitrust law by Chambers Global: The World’s Leading Lawyers for BusinessChambers USA: America’s Leading Lawyers for BusinessLawdragon’s list of “500 Leading Lawyers in America,” Benchmark LitigationThe Best Lawyers in AmericaThe Legal 500PLC Which Lawyer?Who’s Who LegalCrain’s New York Business and the Ethisphere Institute. She is often asked to speak publicly on the topics of antitrust, international competition, mergers and government investigations.

Ms. Varney currently serves on the Boards of Trustees of the American Museum of Natural History and Third Way. She also serves on the Boards of Directors of the Brennan Center for Justice and The Legal Aid Society. Ms. Varney is a Fellow of the American Bar Foundation and serves as a member of the International Bar Association, the Council on Foreign Relations, The American Law Institute and The Economic Club of New York. She is a Lecturer in Law at Columbia Law School, teaching the course “Antitrust in Action.”

Ms. Varney was born in Washington, D.C. She received a B.A. from the State University of New York at Albany in 1977, an M.P.A. from Syracuse University in 1982 and a J.D. from Georgetown University Law Center in 1986.


Cecil Quillen is a London-based U.S. partner of Linklaters LLP, and is the leader of the Firm’s global U.S. securities practice.  He works on a broad spectrum of securities and finance matters, with a special emphasis on cross-border offerings of debt and equity securities, particularly emerging-markets, investment-grade and high-yield/covenant-intensive debt securities, and is also actively involved in U.S.-related aspects of the Firm’s structured finance practice.  Cecil regularly speaks at a variety of professional conferences, is an officer of the Securities Law Committee of the International Bar Association and chairs its Regulatory Affairs Subcommittee, sits on the Advisory Committee for Securities Regulation in Europe of the Practising Law Institute and served from 2005 until 2016 as a member of the board of directors of the High Yield Division of the Association for Financial Markets in Europe (formerly the European High Yield Association).

Cecil is also a member of the board of directors of Bank of Georgia Group PLC, the London-premium-listed/FTSE-250-constituent holding company for the largest commercial bank in Georgia. He is a trustee of the University of Virginia Law School Foundation and UK Friends of Harvard University.

Cecil became a partner of Linklaters in 1996 and was resident in the Firm’s New York office before transferring to the London office in 2000.  He was educated at Harvard (A.B., 1985) and the University of Virginia (J.D., 1988), clerked for Hon. John D. Butzner, Senior Circuit Judge, U.S. Court of Appeals, Fourth Circuit, and practiced for a number of years at a large New York-based law firm, before joining Linklaters.  He is admitted to practice in New York and the District of Columbia.


Chuck Nathan is a Senior Advisor with Finsbury and advises global clients on M&A, financial transactions, governance, Board issues and shareholder matters.

Prior to joining Finsbury, Nathan was partner at Latham & Watkins, where he was co-head of the global M&A practice as well as co-head of the firm’s Corporate Governance Task Force. Nathan represented companies and financial advisors in many significant, high-profile mergers and acquisitions, including Roche’s acquisition of the public’s minority stake in Genentech, InBev’s acquisition of Anheuser-Busch, and LiveNation’s merger with Ticketmaster Entertainment.

Nathan also previously served as a Partner with Fried, Frank, Harris, Shriver & Jacobson, and was a Managing Director and head of the Financial Institutions Mergers & Acquisitions practice at Smith Barney Inc.

Nathan has been named by the National Association of Corporate Directors as one of the 100 most influential corporate governance professionals for two consecutive years. He is the renowned author of many articles on M&A and corporate governance topics, is a frequent panelist at M&A and corporate governance seminars and programs, teaches M&A at Yale Law School, and has chaired a number of bar association committees. Nathan received his B.A. from The Johns Hopkins University and his J.D. from Yale Law School, where he graduated summa cum laude.


Sarah Murphy is the head of Freshfields Bruckhaus Deringer’s US capital markets practice in Europe and Asia and co-head of its international capital markets group. She is a London-based US partner of the firm and has more than 30 years’ experience of advising a wide range of clients from around the world. She acts for companies looking to access the US and international capital markets, and also for investment banks. Clients come from various sectors including energy and natural resources, financial institutions, infrastructure, pharmaceuticals, real estate, retail and telecoms and from various jurisdictions including, Germany, Luxembourg, Russia, South Africa, Spain, Sweden, Finland, the UK and Ukraine. Her track record includes the full range of equity, debt and hybrid offerings, including IPOs, rights issues and other secondary offerings, GDR offerings, accelerated book builds, all types of bond issuance and liability management transactions.

Sarah is recognised as a leading lawyer for equity and debt capital markets by Chambers and Legal 500 and is a regular speaker at external conferences and is on the Advisory Committee for the Practicing Law Institute’s Annual Securities Institute on EU and US Securities Law in London.

Sarah joined Freshfields in 1998. Previously she was at Cravath, Swaine and Moore (New York and London) and clerked for Judge John F. Keenan on the US Federal Court for the Southern District of New York. She was educated at Williams College (BA 1977) and Fordham (JD 1983).


Mr. Banes, a partner based in Davis Polk’s London office since 1994, represents clients in all types of corporate finance transactions involving financial institutions and other European companies. He is also a member of the firm’s white collar and criminal defense practice and the internal investigation practice, and advises non-U.S. and U.S. companies on investigations and compliance matters and related corporate governance, financial reporting and disclosure issues.

Recent Representations
Capital Markets

  • SEC-registered and Rule 144A/Regulation S offerings (including equity, convertible debt, preferred securities, investment-grade and other debt) by European financial institutions, including ABN AMRO, Deutsche Bank, Lloyds Banking Group, UBS, Julius Bär and DnBNor
  • IPOs by European issuers, including ABN AMRO, Telecolumbus, Scout24 and Schaeffler AG.
Corporate Governance, International investigations and Compliance
  • U.S. and non-U.S. companies on the U.S. Foreign Corrupt Practices Act (FCPA) and related anti-corruption matters, including internal investigations and transactional and governance advice
  • Siemens AG on the resolution of the SEC and Department of Justice investigation into violations of the FCPA
  • The audit committee of Royal Dutch Shell in connection with their investigation of Shell’s recategorization of oil and gas reserves
M&A
  • Edwards Group on its sale to Atlas Copco
  • A major European transportation company on various global operational joint ventures
  • Financial advisers to Mittal Steel on its unsolicited offer for Arcelor
Of Note

Mellon Fellow in History, Columbia University, 1986-1987
Teacher (English), Tunghai University, Taichung, Taiwan, 1984-1986

Education
A.B., Princeton University, 1984, summa cum laude
J.D., Yale Law School, 1991, Coker Fellow


Mr. Simpson has been based in London since 1990 and before that practiced law in Skadden’s New York office throughout the 1980s. Mr. Simpson advises clients on cross-border mergers and acquisitions, including contested and hostile bids. He also has significant experience advising a variety of public companies on complex corporate governance issues.

Mr. Simpson’s recent mandates include advising Konecranes plc on its US$1.28 billion acquisition of Terex Corporation’s material handling and port solutions unit; Nokia Corporation in its combination with Alcatel-Lucent; LetterOne Holdings S.A. in its US$5.8 billion acquisition of the oil and gas unit of RWE AG; Israel Corporation Ltd. in its spin-off of Kenon Holdings Ltd. into a separate, publicly traded company; and Colfax Corporation in its US$2.4 billion acquisition of Charter International plc. He also advised Outokumpu Oyj in its €2.8 billion acquisition of the Inoxum business unit from ThyssenKrupp AG, and the subsequent sale of ThyssenKrupp Acciai Speciali Terni S.p.A. and Outokumpu VDM GmbH to ThyssenKrupp AG; and Alfa-Access-Renova in the US$56 billion sale of TNK-BP to Rosneft Oil Company. These latter three matters won IFLR’s “M&A Deal of the Year” awards for 2012, 2013 and 2014, respectively.

He also advised Central European Distribution Corporation, one of the largest distributors of vodka in Russia and Poland, in connection with an initial PIPE investment by Roust Trading Limited and the subsequent restructuring of CEDC via a prepacked Chapter 11 filing. This transaction was recognised for its innovation, including “Restructuring Deal of the Year” at the 2014 IFLR Americas awards and “Global Finance Deal of the Year, Restructuring and Insolvency, Europe” for 2013 as part of The American Lawyer 2014 Global Legal Awards.

In 1999, Mr. Simpson represented Gucci in one of Europe’s most significant takeover defence case studies, successfully resisting a hostile takeover attempt by LVMH Moët Hennessy Louis Vuitton SA. He then advised Gucci in numerous acquisitions of European luxury goods companies, including its acquisition of Yves Saint Laurent. Mr. Simpson also advised Gucci and the company’s independent directors in connection with PPR’s (now Kering) 2004 successful public offer for all Gucci shares.

In 2005, Mr. Simpson acted for Arcelor SA against an unsolicited US$22.8 billion bid from Mittal Steel N.V., and in the subsequent US$33.8 billion merger of Arcelor and Mittal in 2006. He also represented Mannesmann AG in the US$199 billion acquisition of Mannesmann by Vodafone AirTouch Plc in 1999-2000. This transaction, which began as a hostile takeover, remains the largest corporate acquisition to date. Mr. Simpson lectures and participates in seminars on topics related to his practice, including those sponsored by the Practising Law Institute and the American Bar Association. He is an adjunct professor at Ohio State University’s Moritz School of Law and is a regular guest lecturer at Harvard Law School and the Luxembourg University. He also has written and co-authored articles for, among other publications, The Business Lawyer.

Mr. Simpson’s transactional experience has been profiled in The American Lawyer, The Financial Times, The Evening Standard and The Wall Street Journal. Mr. Simpson consistently is ranked among the top transaction lawyers in Europe according to mergermarket data on the value of European M&A deals. He is one of the world’s leading M&A lawyers, according to the Chambers & Partners guides in the U.K., Europe and globally. Mr. Simpson is an adjunct professor at Ohio State University Moritz School of Law and guest lecturer at Harvard School of Law, among other universities.


Nilufer has developed a wide corporate, commercial and financing practice, with a corporate client base ranging from large listed companies to small listed and unlisted companies. Her practice includes private and public mergers and acquisitions, joint ventures, IPOs and other UKLA work, financings, equity and debt capital markets transactions and corporate governance.

She has worked in a range of industries, including financial services, telecoms, pharmaceuticals, biotechnology, healthcare, infrastructure, retail and media.