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Understanding the Securities Laws 2016

 
Author(s): Mark D. Wood, Gary M. Brown, N. Adele Hogan
Practice Area: Corporate & Securities
Published: Sep 2016
ISBN: 9781402427169
PLI Item #: 150430
CHB Spine #: B2261

Adam E. Fleisher’s practice focuses on a wide range of corporate finance transactions, including fund investing, international and U.S. capital markets offerings, and liability management transactions, as well as private equity firm structuring and compliance, and securities and loan trading. Adam joined the firm’s New York office in 2000 and became a partner in 2008. He was resident in the firm’s London office from 2001 to 2005, when he returned to New York.


Alice Givens is VP - General Counsel, Chief Compliance Officer & Corporate Secretary of Ruth’s Hospitality Group, Inc. (RHGI), a leading publicly owned (NASDAQ: RUTH) restaurant company focused exclusively on the upscale dining segment.  Ms. Givens joined RHGI in February 2016.  Prior to that, she was VP, Associate General Counsel at J.Crew Group, Inc. where she focused on securities, corporate governance and general corporate matters from 2007 to January 2016.  Prior to joining J.Crew, Alice held various legal and compliance roles with Circuit City Stores, Inc. in Richmond, VA for over ten years.

She received her undergraduate degree from The College of William & Mary in 1994, and her J.D. from the T.C. Williams School of Law at the University of Richmond in 1997.  She is admitted to practice in Virginia, New York and as authorized house counsel in Florida.  She is a member of the Association of Corporate Counsel and the Business Law Section of the American Bar Association and previously served as a member of the Advisory Board of the New York Chapter of the Society of Corporate Secretaries and Governance Professionals from 2009 – 2015.


Mr. Siegel is General Counsel and Chief Compliance Officer of Galaxy Digital LP, a diversified financial services firm dedicated to the digital currency and blockchain sectors.

Prior to Galaxy Digital, Mr. Siegel served in a variety of legal and compliance roles for Perella Weinberg Partners, a financial services firm providing advisory and asset management services to a global client base.  Prior to joining Perella Weinberg, Mr. Siegel was General Counsel and Chief Compliance Officer of Stanfield Capital Partners LLC, an alternative asset manager based in New York. Prior to joining Stanfield, Mr. Siegel served in the law division of Morgan Stanley, initially advising the Mergers and Acquisitions Department. Ultimately, Mr. Siegel was the senior attorney responsible for advising Morgan Stanley Investment Management’s alternative investment funds, including its private equity funds, venture capital funds, hedge funds and fund of funds. Previously in his career, Mr. Siegel was a corporate attorney at Shearman & Sterling where he focused on public and private mergers and acquisitions, private equity transactions and join ventures.

Mr. Siegel is admitted to the Bar of the State of New York and has been designated a Certified Regulatory and Compliance Professional by FINRA.

Mr. Siegel received a Bachelor of Arts in Political Science, magna cum laude, from Tufts University and a Juris Doctor, summa cum laude, from Washington College of Law at American University where he was an editor of The American University Law Review.


Anna T. Pinedo is a partner in Mayer Brown’s New York office and a member of the Corporate & Securities practice. She concentrates her practice on securities and derivatives. Anna represents issuers, investment banks/financial intermediaries and investors in financing transactions, including public offerings and private placements of equity and debt securities, as well as structured notes and other hybrid and structured products.

She works closely with financial institutions to create and structure innovative financing techniques, including new securities distribution methodologies and financial products. She has particular financing experience in certain industries, including technology, telecommunications, healthcare, financial institutions, REITs and consumer finance. Anna has worked closely with foreign private issuers in their securities offerings in the United States and in the Euro markets. She also works with financial institutions in connection with international offerings of equity and debt securities, equity- and credit-linked notes, and hybrid and structured products, as well as medium term note and other continuous offering programs.

Anna regularly speaks at conferences and participates in panel discussions addressing securities law issues, as well as the securities issues arising in connection with derivatives and other financial products. She is the co-author of JOBS Act Quick Start, published by International Financial Law Review (2013; updated 2014, 2016); a contributor to OTC Derivatives Regulation Under Dodd-Frank: A Guide to Registration, Reporting, Business Conduct, and Clearing (Thomson Reuters, first ed. 2014, second ed. 2015, third ed. 2016, fourth ed. 2017); co-author of Considerations for Foreign Banks Financing in the US, published by International Financial Law Review (2012; updated 2014, 2016); Liability Management: An Overview (2011, updated 2015), published by International Financial Law Review; co-author of Covered Bonds Handbook, published by Practising Law Institute (2010, updated 2012-2014); co-author of the treatise Exempt and Hybrid Securities Offerings, published by Practising Law Institute (2009, second ed. 2011, updated 2014, third ed. 2017); and co-author of BNA Tax and Accounting Portfolio: SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009, second ed. 2012, updated 2016). Anna is also a contributing author to Broker-Dealer Regulation (2011, second ed. 2012), published by Practising Law Institute. She co-authored "The Approaches to Bank Resolution," a chapter in Bank Resolution: The European Regime (Oxford University Press, 2016). Anna contributed to The Future of Bank Funding and Capital: Solutions for Issuers, Opportunities for Investors (IFR Market Intelligence, 2009). Additionally, Anna co-authored "The Ties that Bind: The Prime-Brokerage Regulation," a chapter in Global Financial Crisis (Globe Law and Business, 2009); "The Law: Legal and Regulatory Framework," a chapter in PIPEs: A Guide to Private Investments in Public Equity (Bloomberg, 2006); and "The Impact Security: Reimagining the Nonprofit Capital Market," a chapter in What Matters: Investing in Results to Build Strong, Vibrant Communities (Federal Reserve Bank of San Francisco and Nonprofit Finance Fund, 2017). Anna is a contributor to Practising Law lnstitute's "BD/IA: Regulation in Focus" blog.


Cathy Clarkin is a partner in Sullivan & Cromwell’s Capital Markets and Financial Institutions Groups and is the deputy managing partner of the Firm’s Capital Markets Group. She advises clients on a wide variety of capital market transactions across a broad range of industries. Ms. Clarkin has extensive experience in public and private offerings of equity and debt securities by U.S. and non-U.S. issuers, including IPOs, secondary offerings, complex debt issuances, liability management transactions and securities issued in connection with mergers, acquisitions and joint ventures. She regularly advises a broad range of clients on ongoing public company matters, including corporate governance and disclosure matters.


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

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

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

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


Craig T. Alcorn is a counsel in the Chicago, IL office of Skadden, Arps, Slate, Meagher & Flom LLP whose practice focuses on advising companies and their officers and directors on mergers and acquisitions, corporate governance, securities, and other matters. From 2000 through 2004, Craig worked in the internal audit and risk consulting group of Arthur Andersen LLP and then Protiviti Inc., and is a Certified Internal Auditor.  

Craig received his undergraduate degree from Florida State University and his JD and MBA from Northwestern University.


Experience

David Schuette focuses on securities and corporate work.He represents underwriters, issuers, and selling stockholders in various types of equity offerings, including common stock, ADRs and limited partnership units, and various types of debt offerings, including mortgage bonds, convertible debt, investment grade and high yield debt,as well asequipment trust pass through certificates. He also represents issuers and investment banks in connection with liability management transactions, including exchange offers, tender offers and consent solicitations.In addition to his transactional work, he regularlyadvises public companies in a variety of industries onSEC compliance mattersand corporate governance issues.

Education

The University of Michigan Law School, JD, cum laude, 1985; Contributing Editor, University of Michigan Journal of Law Reform
Georgetown University, AB, cum laude, 1982

Admissions

  • Illinois, 1985

Publications

  • "Revised Insider Reporting and Short-Swing Liability Rules," International Company and Commercial Law Review, August 1991

Professional Activities

  • American Bar Association, Business Law Section


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.


Dennis J. Block is the Senior Chairman of Global Corporate M&A at Greenberg Traurig LLP, who specializes in mergers and acquisitions and corporate governance.  Mr. Block has been a member of the Council and a Co-Chairman of the Committee on Corporate Counsel, of the Section of Litigation of the American Bar Association.  Mr. Block is a member of the Committee on Corporate Laws of the Section of Business Law of the American Bar Association.  He is the co-author of The Business Judgment Rule:  Fiduciary Duties of Corporate Directors (5th ed. 1998 and Supplements, 2000, 2001, and 2002), co-author of a monthly column in the New York Law Journal, co-editor of The Corporate Counselor’s Deskbook (5th ed. 1999), and a member of the editorial boards of several legal publications.  Mr. Block is a frequent author and lecturer on corporate governance, the business judgment rule, corporate takeovers, federal securities laws, corporate litigation, indemnification and insurance of corporate officials, the attorney -client privilege and professional responsibility.  Mr. Block is a graduate of Brooklyn Law School, where he serves as an Adjunct Professor teaching Advanced Corporate Law.  Before entering private practice, Mr. Block was a Branch Chief of Enforcement at the New York Regional Office of the Securities and Exchange Commission.     


Douglas I. Koff is a partner with Schulte Roth & Zabel, where he represents clients in high-profile civil and criminal proceedings, as well as investigative matters. Doug is best known for supervising these types of matters for financial institutions and broker-dealers as well as representing executives in the crosshairs of the government regulators and criminal authorities. Doug has been actively engaged in cases involving financial service institutions, broker-dealers and corporate executives relating to securities, derivative products and other complex financial instruments. In this regard, he has advised and defended companies and corporate executives in virtually all types of inquiries by civil and criminal authorities (as well as SROs) into business practices on Wall Street, including a wide array of matters involving the financial crisis. He has also handled major civil litigations and arbitrations involving a broad spectrum of substantive legal issues, including fraud, breach of contract, antitrust, breach of fiduciary duty, reinsurance, piercing the corporate veil, mergers and acquisitions, and money laundering, as well as federal securities law.

Doug has been recognized as a leading lawyer by Chambers USA, which noted that he is “hard working, attentive and client-focused” and “a smart, thorough litigator who is always on top of things.” Chambers also noted that he “has everything on his radar screen” and has a “remarkable ability to get along with anyone, making it his business to develop a rapport with other attorneys involved in his cases.”


Gary Gerstman is a partner in the firm’s Chicago office. He joined the firm in 1992 and became a partner in 2000. His practice encompasses a wide variety of transactions, including: the representation of purchasers and sellers in mergers and acquisitions involving public and private entities; issuers and purchasers in private equity and debt transactions; strategic alliance and joint ventures; and issuers in public offerings of equity and debt. He is a global co-leader of the Firm’s Technology Industry Group. In IFLR1000 (2011) and The Legal 500 (US) (2009, 2014), Gary was commended for his work in mergers and acquisitions. Gary also regularly advises NYSE and NASDAQ issuers on a broad range of matters, including the federal securities laws, corporate governance and shareholder engagement and activism. Clients served in representative transactions (14 of which were in excess of $1 billion) include:

  • Aon Corporation in its merger with Hewitt Associates, Inc., the acquisition of National Flood Services, the sale of Combined Insurance to ACE Limited, the sale of its Sterling Life Insurance unit to Munich Re, the sale of its warranty business to Onex Corporation, the sale of its U.S. premium finance business to BB&T Corporation, the sale of its wholesale brokerage business to Hicks Muse, the sale of its claims processing business to Scandent Group, the sale of certain property/casualty operations to Berkshire Hathaway, the sale of eSolutions to Symphony Technology Group and the sale of its fire protection engineering business to Jensen Hughes.
  • Catamaran Corporation (formerly SXC Health Solution Corp.) in its sale to UnitedHealth, its merger with Catalyst Health Solutions, Inc. and numerous acquisitions, including National Medical Health Systems, Inc., MedfusionRx, LLC, HeatlhTran, LLC, Restat, LLC, Salveo Specialty Pharmacy and Healthcare Solutions, Inc.
  • PayPal, Inc. in its acquisition of Xoom Corporation and its acquisitions of Braintree, Inc./Venmo and Paydiant, Inc.
  • eBay Inc. in the sale of a controlling interest in Skype to an investment group led by Silver Lake and other acquisition transactions.
  • IGT in its sale to GTECH S.p.A. and its acquisition of Double Down Interactive.
  • Allscripts Healthcare Solutions, Inc. in its co-investment with GI Partners and acquisition of Netsmart (2016 M&A Atlas Deal of the Year award), its merger with Eclipsys Corporation, several transactions with Misys plc, the acquisition of A4 Health Systems, Inc., the acquisition of Extended Care Information Network, Inc. and the acquisition of Advanced Imaging Concepts.


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

In his thirty-two years of private law practice, Gary has been recognized in both Best Lawyers in America and Chambers – America’s Leading Business Lawyers. In addition, from 1994 until 2011, he taught corporate and securities law at the Vanderbilt University Law School. He also served as general counsel to the Ethics and Compliance Officer Association (now known as the Ethics and Compliance Initiative), then the world’s largest group of ethics and compliance professionals. 

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

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

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


Jennifer L. Nadborny is Senior Counsel in the Corporate department of Simpson Thacher & Bartlett LLP and a member of the firm’s Public Company Advisory Practice, where she advises companies on a wide range of ongoing matters, including periodic reporting, proxy statements and annual meetings, corporate governance, director independence, executive compensation disclosure, stock exchange compliance and Regulation FD.

Ms. Nadborny’s practice particularly focuses on compliance and reporting under Section 13(d) and Section 16 of the Securities Exchange Act of 1934, Rule 144 and Rule 10b5-1, related to a variety of transactions and other corporate matters, including those involving initial public offerings, merger and PIPE-related activities, transactions by officers and directors, equity compensation reporting, and registered and unregistered sales by significant shareholders. 

Ms. Nadborny received her B.A. with distinction from Cornell University in 2001 and her J.D. from the University of Virginia School of Law in 2004, where she was a member of the Order of the Coif.


Jessie Waller is an associate in the Corporate & Securities practice in Mayer Brown’s Chicago office. Jessie’s practice focuses on capital markets transactions, compliance and reporting obligations, mergers and acquisitions, joint ventures and general corporate counseling. She represents issuers and underwriters in connection with public and private offerings of debt and equity securities, including IPOs. She advises clients on SEC reporting obligations, such as proxy statements and annual, quarterly and current reports, and assists with corporate governance issues. Jessie also represents purchasers and sellers in mergers and acquisitions, complex joint venture formation, private equity investments and similar transactions.


JOHN C. PARTIGAN
Securities Practice Group Leader
Washington, DC
Phone: 202-585-8535
Fax: 866-947-3586
jpartigan@nixonpeabody.com

SERVICES
Securities
M&A and Corporate Transactions Corporate & Finance

EDUCATION
Albany Law School, J.D., magna cum laude
Willamette University, B.A., cum laude

ADMISSIONS
District of Columbia New York

RECOGNITION
John has been recognized for exceptional standing in the legal community in Chambers USA:
America’s Leading Lawyers for Business 2016
for Corporate/M&A & Private Equity (Washington, DC). He has also been recommended in The Legal 500 United States 2016 editorial for M&A/corporate and commercial—M&A: Middle- market (sub-$500m).

AFFILIATIONS

John is a member of the American Bar Association (Negotiated Acquisitions Committee and Federal Regulation of Securities Committee, Business Law Section), the District of Columbia Bar Association
and the New York State Bar Association. John is a
former member of the NASDAQ Listings Qualifications Panel (2004–2014).

John Partigan is known for his extensive experience in public and private company mergers and acquisitions, joint ventures and strategic alliances, capital markets transactions and corporate governance. He is the chair of the firm’s national Securities practice group.
When not in the office, John can be found searching the Virginia countryside for colonial and civil war history, fishing or playing golf.

What do you focus on?

My focus is on helping our clients achieve their goals, by efficiently and effectively structuring and executing on transformative transactions, including acquisitions, dispositions, debt or equity financings, initial public offerings, joint ventures and strategic alliances.

Mergers & Acquisitions
I enjoy working with clients in a wide variety of industries and on transactions of all shapes and sizes. I recently represented Gannett Co., Inc. on its $1.8 billion acquisition of the 73% membership interest in Cars.com that it did not already own. This significant digital media acquisition followed our work with Gannett on its recent acquisitions of Belo Corp ($2.2 billion in 2013) and London Broadcasting ($215 million in 2014), which doubled Gannett’s broadcast television portfolio. By contrast, during 2014, I also represented the shareholders of J.M. Waller Associates, Inc., a Service Disabled Veteran Owned Business, on the sale of their stock to Versar, Inc. (NYSE MKT: VSR) for $13 million, and during 2015, I represented TEGNA Inc. on the disposition of two digital media properties and the acquisition of additional broadcast television assets.

Capital Markets
I have recently represented issuers of high-grade and high-yield debt securities, in Rule 144A and Regulation S distributions, exchange offers, tender offers and consent solicitations, involving over $4.2 billion. These financings are often completed in conjunction with merger and acquisition transactions. I have also recently represented a venture capital fund on an initial public offering of its portfolio company and two sales of portfolio companies, including a registered resale of two million shares of common stock of the buyer received in the sale transaction.


Mr. Marzulli, a member of Shearman & Sterling’s M&A Group in New York, focuses his practice on international corporate finance with an emphasis on cross-border mergers and acquisitions, defensive assignments, privately negotiated acquisitions and divestitures of stock and assets, joint ventures and related corporate governance matters. His clients include financial institutions, strategic/corporates, private equity sponsors and their financial advisors. He is a past Chairman of the New York City Bar Association’s Committee on Mergers, Acquisitions and Contests for Corporate Control. In 2009 Mr. Marzulli was named by The Lawyer as one of 25 “Transatlantic Elite”. He has been ranked by Chambers and Partners, IFLR1000, Legal 500 and Who’s Who Legal (Mergers & Acquisitions and Corporate Governance). Mr. Marzulli joined the firm in 1980 following a federal district court clerkship and became a partner in 1988. From 1990 to 1996, he was based in London as head of the firm’s U.K. M&A practice.

Relevant Experience Includes Representation of:

  • GE Capital in the pending sale of its GE Asset Management business to State Street, in the $2.5 billion sale of a portfolio US, Canadian, Mexican and Brazilian aircraft leases and related aircraft and aircraft loans to Global Jet Capital, its attempted acquisition of Honeywell International, and its acquisitions of Harmon Industries Inc., Greenwich Air Services and UNC, as well as the divestiture of its Global eXchange Services business to a private equity consortium
  • Legg Mason in the pending acquisition of an approximately 83% ownership stake in real estate investment firm Clarion Partners, and in its acquisition of Citigroup’s worldwide asset management business
  • ARX Holding Corporation, the parent company of American Strategic Insurance Corporation (ASI), in its sale of a majority interest to The Progressive Corporation
  • Albemarle Corporation in its $6.2 billion acquisition of Rockwood Holdings
  • Service Corporation International in its acquisition of Stewart Enterprises, Inc.
  • The NASDAQ OMX Group, Inc. in its acquisition of the Investor Relations, Public Relations and Multimedia Solutions businesses of Thomson Reuters (Markets) LLC and Thomson Reuters Global Resources, its acquisition of FTEN, Inc., in the creation of a joint venture with SharesPost, Inc. to form The NASDAQ Private Market LLC
  • The Dow Chemical Company in its acquisition of Rohm and Haas
  • Merrill Lynch in its acquisition by Bank of America, its acquisitions of Petrie Parkman & Co., Herzog, Heine, Geduld, Mercury Asset Management, Smith New Court and McIntosh Securities and the sales of its Global Energy Markets business and its Mortgage Origination& Servicing Business
  • Transaction Committee of the Board of Directors of Huntsman Corp., in its aborted sale to a portfolio company of Apollo
  • LMA International N.V. on its sale to Teleflex Incorporated
  • Basic Chemical Solutions LLC in connection with its sale to Univar, Inc.
  • Northgate Capital in its sale of a majority interest to Religare Enterprises
  • BAML Capital Partners in its acquisition of Strategic Partners Holdings, Inc. and its acquisition of Provo  Craft  &  Novelty;  Merrill Lynch Global Private Equity on  its acquisitions of NPC International and Convermex
  • Mittal Steel Co. N.V. in the simultaneous acquisition of LNM Holdings N.V. and merger with International Steel Group Inc. to create the world’s then largest steel company
  • ABB Ltd. on the sale of its upstream Oil, Gas & Petrochemicals business to a private equity consortium
  • NBC Universal on its acquisition of the Bravo Company cable television programming service from Cablevision, the restructuring of its investments in Ion Media Networks and Paxson Communications Corp. and its sale of four TV stations to Media General
  • Fiat on its strategic cooperation agreement with General Motors Corp., and Fiat and New Holland on the acquisition of Case Corporation and the formation of CNH Global
  • Novartis AG on its acquisition of the over-the-counter consumer medicine business of Bristol Myers Squibb, the acquisition of the adult nutritional supplement business of the Mead Johnson division of Bristol-Myers Squibb, itssale of its oncolytic adenovirus technology to Cell Genesys, as well as its predecessor Sandoz on its merger with Ciba Geigy to form Novartis and on its acquisition of Imutran Ltd.
  • Raffles Holdings Ltd. on its acquisition of Swissôtel AG from the SwissAir Group
  • The Rank Group Plc on the sale of its 50% interest in Universal Studios Escape to Blackstone Capital Partners III L.P.
  • Bank of America Merrill Lynch, Barclays Capital, Morgan Stanley, Credit Suisse, Greenhill & Co., and Perella Weinberg Partners when acting as financial advisors

Bar Admission

New York
New Jersey

Education

New York University School of Law, J.D., Order of the Coif, 1978

Middlebury College, B.A., magna cum laude, Phi Beta Kappa, 1975

Professional Affiliations & Business Activities

American Bar Association, Business Law Section, Member

Association of the Bar of the City of New York, Member

Committee on Mergers, Acquisitions and Proxy Contests, Chair, 2008 to 2011; Member 2006 to present

Committee on Securities Regulations, Member 2002 - 2005


John Sikora is a partner in the Chicago office of Latham and Watkins LLP where he is a member of the Litigation and Trial Department.

Mr. Sikora represents companies and their officers and directors in SEC and FINRA enforcement investigations and examinations.  Mr. Sikora also leads internal investigations related to securities law issues.  Mr. Sikora’s clients include public companies, fund managers, investment advisers, and financial services firms.  Mr. Sikora also advises clients on securities-related compliance. 

Prior to joining Latham & Watkins, Mr. Sikora was an Assistant Director in the Chicago Regional Office and in the Asset Management Unit of the SEC’s Enforcement Division, a national specialized unit that focuses on misconduct by investment advisers, investment companies and private funds.

During his 16 year tenure at the SEC, Mr. Sikora was responsible for supervising all types of SEC enforcement activities, including investigations involving public company accounting fraud and other disclosure violations, misconduct by investment advisers, broker-dealers and auditors, and insider trading. Many of the investigations supervised by Mr. Sikora resulted in parallel prosecutions by the Department of Justice.

Mr. Sikora is a frequent speaker and panelist on securities law issues. Mr. Sikora earned the Chartered Alternative Investment Analyst (CAIA) designation in April 2012.


Joe Salama is an Associate General Counsel and the Global Head of Litigation and Regulatory Enforcement for Deutsche Bank. Joe has been at Deutsche Bank since 2010, prior to which he was associated with the law firms of Latham & Watkins LLP and Cravath, Swaine & Moore LLP.  Joe graduated from New York University School of Law in 1998.


Kathleen Swan is a partner in the Business Law Practice Group. Kathleen's practice focuses on corporate finance, venture capital, private equity, and institutional private placements. Kathleen has represented clients within a number of diverse industries, including health care, retail, pharmaceuticals, manufacturing, and utilities operations. She has represented both venture capitalists and angels in connection with their respective purchases of common and preferred stock; institutional investors in connection with the purchase of both senior and subordinated secured and unsecured notes; and investment bankers in connection with the sale of several corporations.

Kathleen earned her J.D. degree from the University of Miami, where she was Articles and Comments Editor for the University of Miami International Law Review, a member of the Moot Court Board, and a member of the Society of Bar and Gavel. She earned her bachelor's degree from Vanderbilt University. Kathleen lectures on entrepreneurship issues at the University of Chicago Booth School of Business and participates in the New Venture Challenge. She is also a regular speaker for the Illinois Institute for Continuing Legal Education.


Kenneth L. Josselyn is General Counsel for Finance and Corporate Legal. He joined Goldman Sachs in 1988 as a Vice President in New York and became a Managing Director in 2001.

Prior to joining the firm, Ken was an associate at Sullivan & Cromwell in New York and London.

Ken is past Chairman of the SIFMA Capital Markets Committee and a former member of the Corporate Finance Advisory Committee of FINRA. He is currently a member of the SIFMA Retail Structured Products Committee.

Ken earned an AB from Harvard in 1977 and a JD from Harvard Law School in 1980. He lives in New York.


Lauren Nguyen is the Legal Branch Chief in the Office of Natural Resources in the Division of Corporation Finance at the Securities and Exchange Commission.  She previously served as a Special Counsel in the Office of Transportation & Leisure.  Prior to joining the staff in 2007, she was an attorney in private practice in New York, NY, and Washington, D.C., advising clients on corporate and securities law matters.   Ms. Nguyen received her J.D. from American University and her B.A. in History and Political Science from Yale University.


LINDA RAPPAPORT is Of Counsel at Shearman & Sterling LLP in New York City.  She is a former Practice Group Leader of the Compensation, Governance & ERISA/Private Client Group as well as a founding partner of the firm’s Corporate Governance Advisory Group.   Her practice focuses on all aspects of executive compensation and benefits, including corporate, securities and tax laws, and related corporate governance and regulatory matters. Ms. Rappaport has a special focus on the representation of global, U.S. and non-U.S. companies and their Boards of Directors and Compensation Committees in corporate governance matters, including CEO succession, public disclosure and executive compensation.  She has broad experience in the design and implementation of executive incentive programs, and in the negotiation and preparation of executive employment contracts and severance arrangements, with particular emphasis on the financial services and entertainment industries.  Her practice also encompasses all compensation, benefits and related governance issues associated with corporate acquisitions, divestitures, public offerings, restructurings and bankruptcies.

Active in lecturing, she is the author of numerous articles on a variety of corporate governance and executive compensation issues.

Ms. Rappaport became a partner of the firm in 1985. She has served 3 terms as an elected member of the firm’s Policy Committee through 2014 and has been a member of the firm’s Executive Group. She is also a founding member and adviser of the firm’s Women’s Initiative for Success, Excellence and Retention (“WISER”) as well as the firm’s Hiring Partner.  Before joining the firm in 1979, she was a Law Clerk to Chief Judge James S. Holden, U.S. District Court of the District of Vermont, from 1978 to 1979.


Lisa M. Kohl is a Legal Branch Chief 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.  Lisa manages the legal staff and assists in overseeing 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 an Attorney-Advisor in the same Office.  Lisa joined the Commission in 2010.  Lisa earned her B.A. from the University of Michigan and her J.D. from the American University Washington College of Law.


Lisa R. Bugni is a partner in the firm's Securities and Shareholder Litigation practice. Her practice focuses on a variety of securities litigation matters and other complex commercial and business-related litigation. Ms. Bugni has experience in securities fraud class actions, shareholder derivative suits, M&A litigation, appraisal actions, and post-closing transaction disputes.

Ms. Bugni received her J.D., magna cum laude, in 2003 from the University of Miami School of Law, where she was elected to membership in the Order of the Coif and served as articles and comments editor for the University of Miami Inter-American Law Review. She received her B.A., magna cum laude, in American Studies from the University of Notre Dame in 2000.

Ms. Bugni is admitted to practice before the state courts of Georgia and Florida, the United States Court of Appeals for the Eleventh Circuit and the United States District Courts for the Northern District of Georgia, the Middle District of Georgia, and the Southern District of Florida. She is a member of the Georgia Bar Association, the Florida Bar Association and the Atlanta Bar Association.


Mackenzie K. Phillips serves as Chief Corporate Counsel focused primarily on compliance, subsidiary management, securities regulation and corporate governance. 

JLL (NYSE: JLL) is a professional services and investment management firm offering specialized real estate services to clients seeking increased value by owning, occupying and investing in real estate. A Fortune 500 company with annual fee revenue of $5.2 billion and gross revenue of $6.0 billion, JLL has more than 250 corporate offices, operates in more than 80 countries and has a global workforce of more than 60,000. On behalf of its clients, the firm provides management and real estate outsourcing services for a property portfolio of 4.0 billion square feet, or 372 million square meters, and completed $138 billion in sales, acquisitions and finance transactions in 2015. Its investment management business, LaSalle Investment Management, has $56.4 billion of real estate assets under management.

Ms. Phillips works closely with senior management advising on compliance matters under SEC rules, NYSE listing standards, Sarbanes-Oxley requirements and other corporate governance rules and regulations.

Prior to joining JLL, Ms. Phillips served as Interim Securities and Corporate Governance Counsel to a NYSE-listed online travel company through Axiom Law. Prior to Axiom, Ms. Phillips was an associate at each of Winston & Strawn LLP and Mayer Brown LLP.  At both large law firms, her practice focused on M&A, securities, corporate finance, corporate governance and general corporate work.

Ms. Phillips currently serves as an Adjunct Professor of the Business Law Enterprise Clinic at The John Marshall Law School in Chicago, Illinois. Ms. Phillips was a Co-Editor of The Board of Directors (Portfolio No. 63-2nd) (September 2009) published by The Bureau of National Affairs, Inc. Corporate Practice Series.

Ms. Phillips received her Juris Doctor from the University of Michigan Law School where she served as Executive Editor of the Michigan Law Review.  Ms. Phillips holds an A.B. in French from Cornell University.


Mark D. Wood is head of Katten's Securities practice and concentrates in corporate and securities law. Mark represents public companies, issuers and investment banks in initial public offerings (IPOs) and other public offerings of equity and debt securities and other securities matters.

Mark also represents clients in complex corporate transactions, including tender offers, mergers, acquisitions, dispositions, going-private transactions, private equity investments, joint ventures, strategic alliances and private placements. He is a leading practitioner in representing investors, public companies and placement agents in private investment in public equity (PIPE) transactions. In addition, he also counsels public companies on securities law compliance, disclosures, corporate governance and compensation-related issues. Many of Mark’s clients include middle market and upper middle market companies and investors in the health care, technology, energy, mining, manufacturing and financial services industries.

Mark is a frequent speaker and writer on securities and corporate law topics. He is a registered Certified Public Accountant.


Michael J. Diver is the head of Katten's Chicago Securities Litigation and Enforcement practice. He represents public companies, financial services firms and their individual officers and directors, in securities litigation and regulatory matters. A former Branch Chief in the Division of Enforcement of the SEC's Chicago Regional Office, Diver's experience covers a broad array of securities litigation and enforcement matters. He also regularly advises clients in connection with corporate governance matters, internal investigations, financial restatements, SEC regulatory examinations, and Financial Industry Regulatory Authority, Inc. (FINRA) and stock exchange inquiries.


Adele Hogan is a capital markets lawyer and strategic advisor who frequently works on regulatory, structured finance, mergers and acquisitions and FinTech matters, including blockchain.  She currently represents a large bank as it expands its foreign exchange and derivatives business, implements enhanced risk frameworks and expands its Fintech business, including blockchain, as well as considers other business initiatives and deposit growth.  She specializes in GRC – governance, risk and compliance – and in strategic growth advisory work.

Adele’s work involves diverse industries, including: financial institutions; energy and utilities; healthcare (medical devices, biotech and pharmaceuticals), leisure (gaming and hotels); real estate, telecommunications, media and technology; transportation (airlines, automotive, shipping, rail); and retail.

Adele frequently chairs and speaks at national law programs.  She has served as an adjunct law professor at Fordham University School of Law and speaks at Cornell University Law School and the Levin Institute.

Adele worked for over ten years at Cravath Swaine & Moore LLP, and was a partner at White & Case LLP and Linklaters LLP. Adele most served as Director – Group Audit (Legal and Regulatory) at Deutsche Bank.  Adele has done strategic consulting work (revenue enhancements, deposit growth, FX, derivatives, mergers) for large banks and led anti-financial crimes investigations, risk framework implementations and corporate governance matters.

Involvement

  • New York City Bar Association (Securities Regulation Committee (former Chair), Financial Reporting Committee (former Chair), Banking Law Committee, Mergers & Acquisitions Committee)
  • New York State Bar Association, Business Law Section (Executive Committee), Securities Regulation Committee, Investment Management Committee
  • American Bar Association, Federal Securities Law Committee
  • Association of Corporate Counsel
  • Women in Derivatives (WIND), 100 Women in Finance, Women in Funds
  • National Association of Corporate Directors (NACD)
  • Society of Corporate Governance Professionals
  • SIFMA (Legal Society and Internal Audit Society)
  • Risk Management Association

Education

  • Cornell University Law School, Juris Doctor
  • Cornell University, Bachelor of Arts 


Cab Morris concentrates his practice in capital markets, securities and mergers and acquisitions. He works extensively with companies such as Motorola Solutions, Exelon Corporation (including its seven publicly registered subsidiaries), Hill-Rom, TreeHouse Foods, Newell Brands, GATX Corporation, Raymond James Financial, AMSTED Industries, Roper Technologies and Illinois Tool Works, among others, on securities offerings. He also regularly represents underwriters in public securities offerings, including Goldman, Sachs, Citigroup Global Markets, Morgan Stanley, BofA Merrill Lynch, JP Morgan and Barclays Capital.

In recent years, Cab has represented issuers and underwriters in public and Rule 144A debt (investment grade, high yield, convertible and PIK Toggle) and equity offerings aggregating in excess of $100 billion. He also has been involved in more than 20 initial public offerings for companies in various industries, including biotechnology, gaming, technology, and manufacturing.

He also regularly represents emerging, pre-IPO companies in the technology and pharmaceuticals industries in exempt capital raising transactions.

He also is a certified public accountant and spent several years in the auditing group of PricewaterhouseCoopers.


Mr. Lin is a member of the Corporate Department and his practice focuses on the representation of private equity firms in mergers and acquisitions and capital market transactions.

Expertise

In recent years, Mr. Lin has represented financial investors such as Apollo Global Management LLC, BC Partners Ltd. and TPG Capital; and companies such as InterXion N.V., Kimco Realty Corporation, Tanger Factory Outlet Centers, Inc., Verso Paper Corporation, Intelsat Ltd., Compass Minerals International, Inc. and Waterford Gaming LLC.

Experience

  • The proposed merger of Interxion Holdings N.V. with Telecity plc
  • The merger of Navig8 and General Maritime
  • Apollo Global Management and TPG Capital in the formation of Caesars Growth Partners and Caesars Acquisition Corporation and the acquisition of US$2.2 billion in assets from Caesars Entertainment Corporation and the proposal merger with Caesars Entertainment Corporation
  • BC Partners and CPPIB on the sale of Suddenlink Communications and in the proposed acquisition of 30% of Cablevision
  • The underwriters for the initial public offering of Intelsat Ltd.
  • Apollo Global Management and BC Partners in the sale of Unitymedia GmbH to Liberty Global
  • BC Partners in their acquisition and disposition of an interest in Office Depot and in connection with the merger of Office Depot and Office Max
  • BC Partners in their US$16.8 billion acquisition of Intelsat Ltd., the world’s largest fixed satellite company
  • The underwriters for the initial public offering of Apollo Commercial Real Estate Finance, Inc., Apollo Residential Mortgage, Inc. and in-debt financings for Icahn Enterprises L.P.
  • The issuers and underwriters in capital markets transactions including the initial public offerings of Apollo Residential Mortgage, Inc., Apollo Commercial Mortgage, Inc., Coresite Corporation and equity or debt offerings for Kimco Realty Corporation, Tanger Factory Outlet Centers and Icahn Enterprises L.P.

Thought Leadership

  • Online Gambling: The Geolocated Road Ahead
  • SEC Approves Strengthening of Corporate Governance Standards for NYSE, Nasdaq Listed Companies—Most Companies Must Meet Heightened Standards by Next Annual Shareholders' Meeting

Education

JD, Columbia University School of Law, 1984, Editor, Law Review; James Kent Scholar

BS, Yale University, 1980

Bar Qualifications

New York

Languages

Chinese (Mandarin), English

Recognition Highlights

Law clerk to the Honorable Collins J. Seitz, United States Court of Appeals for the Third Circuit, 1984-1985

Raymond Lin is particularly adept at handling IPOs, as well as debt financing and restructurings. Recent transactions include the representation of BC Partners and other investors in its acquisition of Suddenlink Communications. – Chambers Global 2014

Described as "practical, knowledgeable and excellent in facilitating solutions." Chambers USA 2012

Recommended in The Legal 500 US, IFLR1000 and in Chambers USA and Chambers Global for his work in Private Equity

Recommended in the Best Lawyers in America for gaming law

Member of the Board of Visitors, Columbia University School of Law

Director, Appleseed Foundation, Safe Passages Project


Theodore A. Peto

  • Partner, Kirkland & Ellis LLP, Chicago, IL
  • Mr. Peto regularly advises publicly traded corporations and their executive officers and directors on corporate governance, SEC compliance and disclosure matters, proxy access, the Sarbanes-Oxley Act, the Dodd-Frank Act, special investigations, stockholder activism and proposals, executive compensation and fiduciary duties of directors and officers.
  • In addition, Mr. Peto has extensive experience representing both issuers and underwriters in public and private offerings of debt and equity securities, buyers and sellers in public and private M&A and leverage buyout transactions and issuers and investors in PIPE, venture capital and other private financing transactions.
  • Contact Information: (312) 862-3045; theodore.peto@kirkland.com


Thomas W. Szromba is a principal senior counsel at The Boeing Company in Chicago.  As principal senior counsel in the Litigation and Investigations group of the company’s Law Department, he conducts and supervises internal investigations, responds to government inquiries, and manages litigation in which Boeing is involved.

After graduating from the University of Notre Dame and New York University Law School and completing a clerkship with a federal district judge in Illinois, Mr. Szromba began his career at a commercial law firm in Washington, DC, where he concentrated in complex commercial and securities litigation.  In 1994, Mr. Szromba joined the staff of the Securities and Exchange Commission in Chicago.  As Senior Trial Counsel, he investigated and tried numerous high profile cases and was awarded the Stanley Sporkin Award by SEC Chairman Arthur Levitt.  In 2001, Mr. Szromba joined the U.S. Attorney’s Office in Chicago, where he tried several criminal financial and securities cases, including market manipulation and insider trading cases.  In 2006, Mr. Szromba joined The Boeing Company.  He is a member of the Cook County Board of Ethics.


Tim Smith serves as Managing Director and Chief Corporate Counsel at CME Group.  He leads CME Group’s contracting, employment, intellectual property, litigation, mergers and acquisitions and real estate legal groups.  He is also responsible for advising the company across business units on a broad array of corporate legal matters and developing structures and negotiating strategies.

Prior to joining the company, Smith served as a Partner in the Corporate Department at Winston & Strawn LLP in Chicago, where one of his primary areas of focus was representing purchasers and sellers in complex acquisition, divestiture, merger and corporate restructuring transactions.  He also worked as an Associate in the Corporate Finance Department at Chapman & Cutler.

He holds a bachelor’s degree in accounting from Purdue University and a juris doctor degree from the Columbia University School of Law.


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

In his thirty-two years of private law practice, Gary has been recognized in both Best Lawyers in America and Chambers – America’s Leading Business Lawyers. In addition, from 1994 until 2011, he taught corporate and securities law at the Vanderbilt University Law School. He also served as general counsel to the Ethics and Compliance Officer Association (now known as the Ethics and Compliance Initiative), then the world’s largest group of ethics and compliance professionals. 

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

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

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


Adele Hogan is a capital markets lawyer and strategic advisor who frequently works on regulatory, structured finance, mergers and acquisitions and FinTech matters, including blockchain.  She currently represents a large bank as it expands its foreign exchange and derivatives business, implements enhanced risk frameworks and expands its Fintech business, including blockchain, as well as considers other business initiatives and deposit growth.  She specializes in GRC – governance, risk and compliance – and in strategic growth advisory work.

Adele’s work involves diverse industries, including: financial institutions; energy and utilities; healthcare (medical devices, biotech and pharmaceuticals), leisure (gaming and hotels); real estate, telecommunications, media and technology; transportation (airlines, automotive, shipping, rail); and retail.

Adele frequently chairs and speaks at national law programs.  She has served as an adjunct law professor at Fordham University School of Law and speaks at Cornell University Law School and the Levin Institute.

Adele worked for over ten years at Cravath Swaine & Moore LLP, and was a partner at White & Case LLP and Linklaters LLP. Adele most served as Director – Group Audit (Legal and Regulatory) at Deutsche Bank.  Adele has done strategic consulting work (revenue enhancements, deposit growth, FX, derivatives, mergers) for large banks and led anti-financial crimes investigations, risk framework implementations and corporate governance matters.

Involvement

  • New York City Bar Association (Securities Regulation Committee (former Chair), Financial Reporting Committee (former Chair), Banking Law Committee, Mergers & Acquisitions Committee)
  • New York State Bar Association, Business Law Section (Executive Committee), Securities Regulation Committee, Investment Management Committee
  • American Bar Association, Federal Securities Law Committee
  • Association of Corporate Counsel
  • Women in Derivatives (WIND), 100 Women in Finance, Women in Funds
  • National Association of Corporate Directors (NACD)
  • Society of Corporate Governance Professionals
  • SIFMA (Legal Society and Internal Audit Society)
  • Risk Management Association

Education

  • Cornell University Law School, Juris Doctor
  • Cornell University, Bachelor of Arts 


Mark D. Wood is head of Katten's Securities practice and concentrates in corporate and securities law. Mark represents public companies, issuers and investment banks in initial public offerings (IPOs) and other public offerings of equity and debt securities and other securities matters.

Mark also represents clients in complex corporate transactions, including tender offers, mergers, acquisitions, dispositions, going-private transactions, private equity investments, joint ventures, strategic alliances and private placements. He is a leading practitioner in representing investors, public companies and placement agents in private investment in public equity (PIPE) transactions. In addition, he also counsels public companies on securities law compliance, disclosures, corporate governance and compensation-related issues. Many of Mark’s clients include middle market and upper middle market companies and investors in the health care, technology, energy, mining, manufacturing and financial services industries.

Mark is a frequent speaker and writer on securities and corporate law topics. He is a registered Certified Public Accountant.