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MD&A In-Depth Workshop for Lawyers 2016

Author(s): Andrew W. Winden, Gary M. Brown, Roderick O. Branch, George M. Wilson, MBA, CPA, Carol A. Stacey, MSA, CPA
Practice Area: Accounting
Published: Sep 2016
PLI Item #: 174234

Mr. Branch is a partner and co-chair of the Corporate Department in Chicago at Latham & Watkins LLP.  His practice focuses on capital markets transactions and securities regulation, with a particular interest in securities offerings by non-US issuers. He has extensive experience in securities financings in public and private markets, and has represented public- and private-sector companies, investment banks and sovereign governments in global capital markets transactions.  Recently, Mr. Branch led SEC-registered initial equity offerings and US stock exchange listings by LivaNova plc and Ferroglobe plc, London-based multinational corporates, and regularly represents them on US compliance matters.  He was named to "Forty Under Forty" lists by the National Law Journal in 2013 and Crain's Chicago Business in 2015.  A native of Mexico City, Mr. Branch is fluent in Spanish and French and proficient in Italian. 

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).

Carol is a Director with The SEC Institute and is responsible for conducting seminars on various reporting and financial accounting topics. She created the SEC Institute's programs IFRS Conference: Today’s Landscape …Tomorrow’s Challenge and Accounting for Business Combinations. Carol was the Chief Accountant of the Division of Corporation Finance at the U.S. Securities and Exchange Commission, an appointment she held for over five years beginning in February 2002.

Carol began her SEC career in 1996 and her other roles included Deputy Chief Accountant, Associate Chief Accountant, Assistant Chief Accountant, and Staff Accountant. Before joining the Commission, Carol worked for an SEC registrant in various capacities, including Director of Financial Reporting and Divisional Controller. Prior to that, Carol was an auditor in the Boston office of PricewaterhouseCoopers.

George M. Wilson, MBA, CPA

SEC Institute, a Division of PLI


As a Director of the SEC Institute Division of PLI, George teaches workshops dealing with a variety of SEC and FASB related topics. He developed the Institute’s initial “Advanced Accounting and Reporting for SEC Professionals” workshop, as well as workshops in a variety of technical areas including “Accounting for Derivative Instruments and Hedging Activities,” and SOX 404 ICFR audits. Before joining the SEC Institute, George was an Assistant Professor in the Department of Accounting at the University of Saint Thomas in Saint Paul, MN. He was director of the University's Accounting MBA program and also taught in the undergraduate accounting department. He has received the AICPA's Outstanding Discussion Leader Award and the Minnesota State Society's R. Glenn Berryman Award. George also served as Senior Vice President, Operations of Security Financial, where he managed the organization's initial public offering, and as a senior manager with KPMG.

Andrew Winden is a Practitioner in Residence at the Rock Center for Corporate Governance and a Lecturer in Law at Stanford Law School. 

Mr. Winden was previously a partner in the Corporate Department of Morrison & Foerster, where he advised clients on a wide range of corporate, securities and financial regulatory matters. He represented issuers and underwriters in numerous public and private offerings of debt and equity securities and other corporate finance matters. He also advised clients on mergers and acquisitions, joint ventures and other strategic transactions, and regularly advised some of the largest financial institutions in Japan and North America on such transactions and related financial regulatory matters.

From 2001 to 2013, Mr. Winden practiced in Japan. During that time, he worked on many of the largest global offerings by Japanese issuers, including several IPOs valued at more than US$1 billion, and was consistently recognized as one of the leading foreign capital markets lawyers in Japan in the Chambers Global Guide to the World’s Leading Lawyers for Business, The Legal 500 Asia Pacific, the IFLR 1000, Best Lawyers in Japan and other publications from 2007 to 2013.

Prior to joining Morrison & Foerster, Mr. Winden served as an Honors Attorney at the United States Department of the Treasury, clerked for Hon. Eugene A. Wright on the United States Court of Appeals for the Ninth Circuit and worked in the Washington, D.C., New York and Tokyo offices of Sullivan & Cromwell LLP.