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Securities Offerings 2016: A Public Offering: How it is Done


Speaker(s): D. Scott Bennett, David K. Boston, Hannah G Ross, Joseph H. Kaufman, LizabethAnn R. Eisen, Nicole J. Pinder, Pamela A. Long, Robert Evans III, Sophia Hudson
Recorded on: Mar. 11, 2016
PLI Program #: 149612

David K. Boston is a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York and co-chair of the firm’s Mergers & Acquisitions Group.  He specializes in merger and acquisition transactions involving public and private companies and in public and private offerings of equity and debt securities.  Dave regularly advises boards of directors and senior management regarding strategic and governance matters.


Sophia Hudson is a capital markets partner in the New York office of Kirkland & Ellis LLP. Sophia advises issuers and underwriters on capital markets transactions, including initial public offerings and follow-on equity offerings, public and private high-yield, investment-grade and convertible debt offerings and private placements of equity and convertible securities for early stage companies. She also counsels her corporate clients, including management teams and boards of directors, on governance, corporate and securities law matters.

Her experience ranges across a variety of industries, including consumer goods, financials, industrials, life sciences, mining, retail, specialty pharmaceuticals and technology. She has represented all the major U.S. investment banks.

Sophia has been recognized as a leading capital markets attorney by major legal publications, including named a “Rising Star” by New York Law Journal in 2017 and by Law360 for Life Sciences in 2016.

Sophia was a member of the Partnership for New York City 2016-2017 class of David Rockefeller Fellows. She has served as the co-chair of Practising Law Institute’s “How to Prepare an Initial Public Offering” since 2015. Sophia received her J.D. from the University of Michigan Law School and her A.B. from Princeton University.


Joe Kaufman is a Partner at Simpson Thacher & Bartlett LLP, where he is a member of the Firm's Corporate Department. Joe advises clients on public and private offerings of debt and equity securities, corporate governance, business combinations and general corporate and securities law matters.

Joe joined Simpson Thacher in 1994 and was elected a member of the Firm in November 2002. Joe was recently recognized by Chambers USA: America's Leading Lawyers for Business 2015. He was also named a 2015 “MVP” in Capital Markets by Law360. In 2011, he was named by The National Law Journal as one of the three “Most Influential Lawyers” in the Finance and Capital Markets category. In 2005, he was named one of 17 “Up-and-Comers of the Deal Economy” by The Deal magazine. He received his A.B., magna cum laude, from Harvard College in 1989, and his B.A. (Hons.) in Economics from the University of Canterbury (New Zealand) in 1990. He received his J.D. with honors from University of Chicago Law School in 1994, where he was managing editor of the University of Chicago Legal Forum. He is admitted to practice in the State of New York.


LizAnn Eisen is a partner in Cravath’s Corporate Department. Her practice focuses on domestic and international corporate finance transactions, corporate governance and reporting matters and restructurings.

Ms. Eisen is a frequent speaker and author on the securities laws. She has chaired the Practising Law Institute’s (PLI) annual program on public offerings for many years and has written on debt financing commitments and the SEC rules on completing IPOs as market conditions shift. In addition, in March 2016, Ms. Eisen spoke at a conference on “Compliance in a Global Arena: U.S., EU and Israeli Perspectives” in Tel Aviv, Israel. In June 2014, she spoke on a live webcast entitled “Underwriter’s Counsel: Latest Developments” at a program presented by TheCorporateCounsel.net.

In addition, Ms. Eisen is one of the six partners who oversee the Firm’s pro bono project with the Children’s Hospital at Montefiore and the Children’s Hospital of New York-Presbyterian through which free legal services are provided to patients and their families. She currently serves on the board of directors of Good Shepherd Services and as Vice President of the Board of The Fresh Air Fund. Ms. Eisen is also a member of the President’s Council of Cornell Women, the New York City Bar Association and the American Bar Association.

Ms. Eisen has been recognized as one of the leading practitioners in securities law by The Legal 500 from 2010 through 2016 and IFLR1000 in 2008, 2009 and from 2013 through 2017. She received Euromoney Legal Media Group’s Americas Women in Business Law Award for “Best in Capital Markets” in 2015. Ms. Eisen was also named to Lawdragon magazine’s 500 New Stars, New Worlds, a list of the nation’s top 500 up and-coming talent and innovative seasoned professionals who are “carrying the legal profession to new frontiers.”

Ms. Eisen comes from Portland, Oregon. She received a B.A. magna cum laude in 1994 from Cornell University and a J.D. in 1997 from the University of Pennsylvania. Ms. Eisen joined Cravath in 1997 and became a partner in 2005.


Ms. Ross is involved in a variety of the firm’s litigation practice areas, focusing in particular on securities fraud, shareholder rights and other complex commercial matters. She has over a decade of experience as a civil and criminal litigator, and represents the firm’s institutional investor clients as counsel in a number of major pending actions.

A key member and leader of trial teams that have recovered billions of dollars for investors, Ms. Ross is widely recognized by industry observers for her professional achievements.  Named a “Future Star” and one of the "Top 250 Women in Litigation" in the nation by Benchmark, she has earned praise from Legal 500 US  for her achievements, and is one of the "500 Leading Lawyers in America," part of an exclusive list of the top practitioners in the nation as compiled by leading legal journal Lawdragon.  

Ms. Ross was a senior member of the team that prosecuted In re Bank of America Securities Litigation, which resulted in a landmark settlement shortly before trial of $2.425 billion, one of the largest securities recoveries ever obtained. In addition, she led the prosecution against Washington Mutual and certain of its former officers and directors for alleged fraudulent conduct in the thrift’s home lending operations, an action which settled for $208.5 million and represents one of the largest settlements achieved in a case related to the fallout of the subprime crisis and the largest recovery ever achieved in a securities class action in the Western District of Washington. Ms. Ross was also a key member of the team prosecuting In re The Mills Corporation Securities Litigation, which settled for $202.75 million, the largest recovery ever achieved in a securities class action in Virginia and the second largest recovery ever in the Fourth Circuit.

Most recently, she is a key member of the team that has obtained $204.4 million in partial settlements in the securities litigation arising from the collapse of former leading brokerage MF Global, which are currently pending court approval. Ms. Ross is also prosecuting a number of high-profile securities class actions, including the litigation arising from the failure of major mid-Atlantic bank Wilmington Trust, as well as securities fraud class actions against payday lending company, DFC Global Corp.; home healthcare and pharmaceuticals company, BioScrip, Inc.; and Altisource Portfolio Solutions, a provider of support and technology services for mortgage loan servicing.

She has been a member of the trial teams in numerous other major securities litigations which have resulted in recoveries for investors in excess of $2 billion.  Among other matters, Ms. Ross prosecuted the securities class action against New Century Financial Corporation, the Federal Home Loan Mortgage Corporation (“Freddie Mac”) as well as In re Tronox Securities Litigation, In re Delphi Corporation Securities Litigation, In re Affiliated Computer Services, Inc. Derivative Litigation, In re Nortel Networks Corporation Securities Litigation and In re OM Group, Inc. Securities Litigation.

Ms. Ross handles pro bono matters on behalf of the firm and has also served as an adjunct faculty member in the trial advocacy program at the Dickinson School of Law of the Pennsylvania State University.

Before joining BLB&G, Ms. Ross was a prosecutor in the Massachusetts Attorney General’s Office as well as an Assistant District Attorney in the Middlesex County (Massachusetts) District Attorney’s Office.


Nicole Pinder is a partner in the PricewaterhouseCoopers' Transaction Services practice, based in New York. She has over 15 years of experience providing assurance and advisory services to companies across a broad range of industries in the US, Europe and South Africa with a focus on complex financial reporting matters. She has advised corporates and private equity houses on the execution of their capital markets transactions (public and private debt and equity offerings), divestitures, and on complex accounting and reporting matters under various GAAPs. Nicole also has several years of experience advising companies on the adoption of, and reporting under International Financial Reporting Standards ("IFRS"). Current and recent clients include News Corporation, Hertz, McGraw-Hill, Visteon, Bunge, Stanley Black & Decker, General Motors, Duke Energy, National Grid, KeySpan Energy, Wendy's, Toys "R" Us, Sycamore Partners, BC Partners, Golden Gate Capital, Express, Apollo Management, Hexion Specialty Chemicals and Bain Capital.

Prior to her relocation to New York, Nicole was based in London, United Kingdom. During her 5 years with the Global Capital Markets Group in London, a technical specialist group within the Transaction Services practice, she was primarily responsible for assisting utility, oil and gas, and mining companies with the application of US GAAP and IFRS, and the SEC reporting requirements for foreign private issuers. Nicole has a significant amount of experience in the Energy, Mining and Utilities industries. Her client base in this industry sector, several of which she advised during their conversion to IFRS, included British Energy, Powergen, E.ON, ScottishPower, Rio Tinto, Sasol and ENI. Key clients outside of this industry sector include Unilever and the London Stock Exchange.

Nicole is a chartered accountant and, prior to joining the accounting profession, qualified as a lawyer. She has been based in New York since November 2004.


Pam Long is an Assistant Director in the Division of Corporation Finance at the Securities and Exchange Commission.  Pam joined the Division staff in 1996 and has also served as an attorney-examiner and a special counsel in the Division.  Before joining the staff, Pam worked as an associate in the Baltimore office of Piper & Marbury and in the Chicago office of Vedder, Price, Kaufmann & Kammholz.


Scott Bennett is a partner in Cravath’s Corporate Department. His practice primarily focuses on representing issuers and investment banking firms in connection with public and private offerings of securities, as well as representing corporate clients in mergers and acquisitions. Mr. Bennett advises clients across a broad range of industries, such as consumer products, oil and gas, financial services, healthcare, industrials and chemicals, media and entertainment, technology, telecommunications, shipping, transportation and blockchain and financial technology (FinTech).

Mr. Bennett has been recognized for his work in the capital markets arena by The Legal 500 United States from 2014 through 2019; The Legal 500 Latin America from 2015 through 2017; IFLR1000 from 2016 through 2019; and Super Lawyers in 2016 and 2017. He was named a “Rising Star” by Law360 in 2018, recognizing him as one of three outstanding capital markets lawyers in the nation under the age of 40. From 2017 through 2019, Mr. Bennett was named a “Next Generation Lawyer” in both the Capital Markets: Equity Offerings and Capital Markets: Global Offerings categories by The Legal 500 United States. In addition, he has been recognized as a leading practitioner in mergers and acquisitions by The Legal 500 Latin America in 2016 and 2017.

Mr. Bennett was born in Sarasota, Florida. He received a B.A. in Economics from Duke University in 2002. Mr. Bennett received a J.D. with High Honors from Emory University in 2006 where he was valedictorian, a notes and comments editor of the Law Journal and was elected to the Order of the Coif. He joined Cravath in 2006 and became a partner in 2014. Mr. Bennett currently serves as the Firm’s Corporate Hiring Partner and is a member of the Firm’s Diversity Committee.


Rob Evans joined the SEC last July and is the Chief of the Office of International Corporate Finance. Before joining the SEC,

Mr. Evans worked at Shearman & Sterling LLP as a partner in the firm’s capital markets practice. Mr. Evans has extensive advising capacity having spent his professional career as a corporate and securities lawyer. “For over 20 years, Rob has been a leading voice on a wide range of issues relating to how investors and companies interact in the public and private markets, and we are excited to have him join the team here at the SEC,” said SEC Chairman Jay Clayton.

In addition, Mr. Evans has been a frequent speaker and writer on securities law, compliance and legal ethics. Mr. Evans was a member of the TriBar Opinion Committee, the Working Group on Legal Opinions, the American Law Institute, and Co-Chair of Shearman & Sterling’s Opinion Committee.

Mr. Evans attended Harvard University for his undergraduate degree and earned his law degree from Boston University School of Law.