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How to Prepare an Initial Public Offering 2014

Speaker(s): Deanna L. Kirkpatrick, Eileen J. Shin, Eric Wooley, John J. Clarke, Jr., Laird H. Simons III, Lisa Firenze, Mara L. Ransom, Maurice Blanco
Recorded on: Apr. 9, 2014
PLI Program #: 51306

Ms. Kirkpatrick is a partner in Davis Polk's Corporate Department and serves as Finance Partner as part of the firm's four-member senior leadership team. As Finance Partner she is responsible for overseeing Davis Polk's finances. She is described by Chambers as "a real star," according to market sources and Chambers reports that clients comment that "she has a really good way with clients." Ms. Kirkpatrick was named a New York Law Journal "Distinguished Leader" in 2017, a Law360 "Capital Markets MVP" in 2016 and "Best in Capital Markets" by Euromoney LMG Americas Women in Business Law Awards in 2013.

As a senior member of the firm's Capital Markets Group, her practice includes public equity, equity-linked, debt and other securities offerings. She has regularly worked for both issuers and underwriters in connection with capital markets transactions. Ms. Kirkpatrick has worked on offerings for issuers over a broad spectrum of industries, including healthcare, retail, financial institutions, utilities, oil and gas, media and special­ purpose acquisition companies.

Work Highlights

Ms. Kirkpatrick has advised on numerous biotech and life sciences IPOs for the following companies: Stoke Therapeutics, Orchard Therapeutics pie, Aptinyx Inc., Magenta Therapeutics, Inc., Solid Biosciences Inc., lnflaRx N.V., Kala Pharmaceuticals, Inc., Dova Pharmaceuticals, Inc., Jounce Therapeutics, Inc., Patheon N.V. and Cynapsus Therapeutics Inc.

Ms. Kirkpatrick has also participated in securities offerings by Fortune 500 companies such as Abbott, DXC, Hess, L Brands, Lockheed Martin, VF Corporation and Walgreen's.

In addition, she has advised the underwriters on offerings by the Toronto Dominion Bank, Export Development Canada, the Government of Canada and various Canadian provinces.

She has also represented virtually all the major investment banks, including JPMorgan Chase, Citi, Goldman Sachs and Morgan Stanley as underwriters' counsel in equity and debt offerings and regularly advises investment banking clients on securities law-related matters.


Ms. Kirkpatrick is consistently recognized for her work in the legal industry:

New York Law Journal "Distinguished Leader" in 2017, a Law360 "Capital Markets MVP" in 2016, Euromoney LMG Americas Women in Business Law Awards - "Best in Capital Markets," 2013, Chambers USA: America's Leading Lawyers for Business.

Of Note

Finance Partner, Davis Polk & Wardwell, responsible for overseeing the firm's finances as one of four members of the firm's senior leadership team

Regularly participates as a speaker on various PLI panels.


Co-Author, "Role of the Law Firm" in Nasdaq's Going Public: A Guide for North American Companies to Listing on the U.S. Securities Markets

Eileen Shin is a Managing Director and Associate General Counsel in the Corporate & investment bank of JPMorgan Chase & Co., where she provides legal and regulatory advice for equity, high yield debt and Latin America capital markets origination businesses as well as the global research department.  She has served as a faculty member in previous Practicing Law Institute seminars on the topic of initial public offerings.  She has been named in the Corporate Counsel 100 most influential in-house lawyers in business for Latin America.  She and her legal colleagues have been recognized as the Equity In-House Legal Team of the Year by the International Financial Law Review in many years running and have most recently earned recognition as the Debt In-House Legal Team of the Year by the International Financial Law Review.  She has also participated in panel discussions relating to capital markets topics at National Asian Pacific American Bar Association conferences.  Previously, she was a lawyer in the securities practice group at Simpson Thacher & Bartlett LLP.  She is a graduate of Columbia Law School, where she was a Harlan Fiske Stone Scholar and an editor of the Human Rights Law Review.  She holds a Master of Music degree in piano performance from the Eastman School of Music and a B.A. degree with honors in modern thought & literature from Stanford University.  She was also a Rotary Foundation scholar for the study of piano performance in France.  She and her husband have two children along with a puppy added to the family during the pandemic and live in the Upper West side of New York City.


Eric Wooley is an independent consultant.  Prior to becoming an independent consultant, he was with Citi in New York for over 13 years where he held various roles within the Equity Capital Markets Group.  He most recently was a member of the Alternatives Group, which was a group within Equity Capital Markets that focused on the origination and execution of non-traditional equity offerings including private placements, pre-IPO offerings and offerings by various special purpose entities.  Prior to joining the Alternatives Group, Mr. Wooley served on the Syndicate Desk and in the Transaction Advisory Group.  Mr. Wooley also served on Citi’s Equity Commitment and Investor Issues Committees.  Prior to joining the Equity Capital Markets Group, Mr. Wooley was Internal Investment Banking Counsel at Citi and served on the firm’s Debt Commitment Committee.  Before joining Citi, Mr. Wooley was a corporate finance associate attorney at Sullivan & Cromwell LLP, New York for five years. Mr. Wooley earned a JD/M.B.A. from the University of Texas at Austin and a B.S. in Mathematics from the University of Oklahoma. Mr. Wooley also served as a submarine officer and an intelligence officer in the US Navy for eight years.

John Clarke represents clients in complex litigation and internal investigations involving financial institutions, securities and financial instruments, structured transactions, accounting issues and corporate governance disputes. He also represents clients in a variety of litigation matters involving the antitrust and bankruptcy laws. He has significant experience in litigation involving failed bank receiverships and holding company bankruptcy cases. He is a frequent speaker and writer on issues involving financial institutions, corporate governance and the federal securities laws. He is the immediate past chairman of the Banking Law Committee of the Association of the Bar of the City of New York.

John's experience includes:

  • Representing the underwriters in obtaining dismissal of a securities class action alleging '33 Act violations in the offering documents for trust preferred securities issued by a regional bank holding company
  • Representing the underwriters in two pending securities class actions alleging '33 Act violations with respect to three separate securities offerings by a prominent New York-based insurance company
  • Representing the former chief executive officer of a reinsurance company in a securities class action and SEC enforcement action concerning accounting for a finite reinsurance transaction
  • Representing the underwriters in obtaining the dismissal of a securities class action alleging '33 Act violations in connection with the initial public offering of a company in the alternative energy industry
  • Representing several outside directors of a government sponsored enterprise in obtaining the dismissal of securities and stockholder derivative litigation arising from an investigation by the Office of Federal Housing Enterprise Oversight and a subsequent financial restatement
  • Representing the outside directors of a bank holding company based in Puerto Rico in consolidated stockholder derivative litigation and related matters arising from a financial restatement
  • Representing a biotechnology firm in successfully defending a securities class action concerning the circumstances surrounding its announcement that the FDA had refused to accept for filing its application for regulatory approval of a groundbreaking cancer therapy



University of Virginia (1990) J.D.
Dartmouth College (1987) A.B.


New York

Laird H. Simons III
Partner, Securities Group

Former Chair
Securities Group

Laird Simons was Chair of the Securities Group for 18 years, member of the Executive Committee for eight years and Managing Partner for four years at Fenwick & West LLP. The firm specializes in a full array of services to high technology companies, including Internet companies, computer software and electronics corporations, telecommunications companies, semiconductor manufacturers and medical device and life sciences companies. Laird concentrates his practice in initial public offerings (for both domestic and foreign corporations), follow-on offerings for already public companies and ongoing securities advice and counseling for public companies.

Laird has worked on more than 80 initial public offerings for a wide range of high technology companies, including:

  • @Home Corporation
  • Alliance Semiconductor Corporation
  •, Inc.
  • Broadbase Software, Inc.
  • Cadence Design Systems, Inc.
  • CardioGenesis Corporation
  • Cooper & Chyan Technology, Inc.
  • eBay Inc.
  • Edify Corporation
  • Elantec Semiconductor, Inc.
  • Electronic Arts
  • ESS Technology, Inc.
  • Exodus Communications, Inc.
  • Genelabs Technologies, Inc.
  • Glu Mobile Inc.
  • GoRemote Internet Communications, Inc.
  • Green Dot Corporation
  • HNC Software, Inc.
  • Information Storage Devices, Inc. ? Insignia Solutions Inc.
  • Integrated Systems, Inc.
  • Infoblox Inc.
  • Intuit Inc.
  • Macromedia, Inc.
  • Macrovision Corporation
  • NetScreen Technologies, Inc.
  • Oak Technology, Inc.
  • Ocular Sciences, Inc.
  • ONSALE, Inc.
  • Oracle Systems Corporation
  • Prism Solutions, Inc.
  • Sierra On-Line, Inc.
  • Symantec Corporation
  • Talarian Corporation
  • Technology Modeling Associates, Inc.
  • The 3DO Company
  • VeriSign, Inc.
  • VERITAS Software Corporation
  • Versant Object Technology Corporation

He has also worked on more than 40 follow-on offerings for the above and other companies.

Laird has represented a number of underwriters, including Cowen & Company, Credit Suisse First Boston, Deutsche Banc Alex. Brown, Deutsche Bank Securities, Deutsche Morgan Grenfell, Goldman Sachs & Co., Hambrecht & Quist, J. P. Morgan Securities Inc., Lehman Brothers, Merrill Lynch & Co., Morgan Stanley & Co. Incorporated, NationsBanc Montgomery Securities, Needham & Company, Piper Jaffray & Co., RBC Capital Markets and Robertson Stephens, in initial public offerings and follow-on offerings for companies such as DemandTec, Omniture, O2Micro, Pixar and SolarWinds.

Laird is a member of the State Bar of California. He received his Bachelor of Arts degree with honors in 1970 from Haverford College, where he was elected to Phi Beta Kappa. He received his J.D. and his M.B.A. with distinction in 1974 from Harvard Law School and Harvard Business School.

He has co-chaired the Practising Law Institute’s multi-city program on initial public offerings for 20 years and is a regular speaker on a variety of securities topics.

Laird's accolades include:

  • Silicon Valley “Lawyer of the Year” in Securities/ Capital Markets Law, Best Lawyers, 2013
  • Top Securities Attorney, Best Lawyers, 2006-2014
  • Northern California Super Lawyer, Securities and Corporate Finance, 2004, 2006-2013
  • America's Leading Lawyers for Business, Chambers USA, 2001, 2003-2006
  • Best Corporate Lawyers in America, Corporate Counsel, 2006
  • Silicon Valley's Top Lawyers, San Jose Magazine, 2003
  • One of 12 Dealmakers of the Year, The American Lawyer, 1999

Lisa Firenze is a partner in WilmerHale’s Corporate Department and a member of the Capital Markets Practice Group. She has a broad-based practice focused on corporate and securities law matters with extensive experience representing both issuers and underwriters on all aspects of public and private securities offerings. Ms. Firenze’s practice also encompasses regulatory matters arising under the federal and state securities laws, as well as securities regulatory organizations, including the SEC, FINRA, the New York Stock Exchange and NASDAQ. Prior to joining the firm, Ms. Firenze worked at UBS Investment Bank, where she served as senior counsel, advising business management on securities offerings, capital markets issues, and a wide range of other investment banking matters. Ms. Firenze is a member of the Financial Reporting Committee of the New York City Bar Association and a former member of the Corporate Financing Committee of FINRA and the Securities Regulation Committee of the New York City Bar Association.

Mara L. Ransom is an Assistant Director in the Office of Consumer Products, one of the 11 specialized industry offices in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. Mara oversees the disclosure review program for the Office, which focuses on retailers, utilities and certain service-oriented companies and their compliance with the disclosure and filing obligations under the Securities Act of 1933 and the Securities Exchange Act of 1934. Previously, she served as a Legal Branch Chief and Attorney-Advisor in the same Office and as a Special Counsel in the Office of Mergers and Acquisitions. Mara joined the Commission in 2000. Mara earned her B.A. from Boston University and her J.D. from the University of San Diego School of Law.

Mr. Blanco is a partner in Davis Polk's Corporate Department, practicing in the firm 's Spain and Latin America Practice Group He has worked on public and private debt and equity offerings, exchange offers and debt restructurings by U S. and non-U.S. issuers in a variety of industries. Mr. Blanco also regularly advises U.S. and non-U .S. corporate clients with respect to general corporate matters, including corporate governance, SEC and Sarbanes-Oxley matters.


  • The initial public offerings (one of the largest ever in Latin America) of BM&F (the Brazilian futures exchange)
  • Rights offerings by Enersis and Banco Santander
  • The initial public offerings of Arcos Dorados, Adecoagro, Corporacion lnmobiliaria Vesta, Smiles, Lojas Renner, Vivax, Brascan, lnpar, SEB and many other Latin American issuers
  • Follow-on equity offerings by Arcos Dorados, Adecoagro, Almacenes Exito, Banco do Brasil, Copa Airlines, Anhanguera and SLC Agricola
  • High-yield debt offerings by Arcos Dorados, Automotores Gildemeister, Banreservas, Cash America, Geopark, Gol Airlines, Grupo Posadas, Kodak, lndependencia, PDVSA and other Latin American issuers
  • Investment-grade debt offerings by Aruba , Emgesa, Banco do Brasil, Bci, Banco Santander Chile , Banco Estado, Telefonica Moviles Chile and Telefonica Chile
  • Tier 1 and Tier 2 notes offerings by Banco do Brasil
  • Debt restructurings of Maxcom, lndependencia, PDVSA, RBS Zero-Hora, Metrogas and Autopistas del Sol
  • A variety of debt and equity offerings by Genworth and Western Refining


Mr. Blanco is recognized as a leading lawyer in:
  • Chambers Global: The World's Leading Lawyers for Business
  • Chambers Latin America, where he is identified as an "Up-and-Coming" capital markets lawyer in the Brazil and Latin America-Wide bands

  • Partner, 2008-present
  • Associate, 2000-2008

  • State of New York
  • Sao Paulo (Foreign Legal Consultant)

  • B.A., Duke University, 1997, cum laude 
  • J.D., New York University School of Law, 2000; Associate Editor, Law Review