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SEC’s New Concept Release on Modernizing Regulation S-K


Speaker(s): Catherine T. Dixon, Matthew E. Kaplan, Steven J. Slutzky, Thomas J. Kim
Recorded on: Apr. 25, 2016
PLI Program #: 179026

Matthew Kaplan is a corporate partner who regularly represents issuers and underwriters in debt and equity offerings. A member of the firm’s Securities Group, he also has experience in corporate governance, finance and general corporate matters. Mr. Kaplan is recognized by The Legal 500 US (2012) where he is lauded for his “professional integrity and high standard of legal skills,” as well as his “impressive industry knowledge” and “timely and incisive responses on even the most complex issues.” Mr. Kaplan is also ranked as a leading attorney in  IFLR1000 (2012) for his work on both debt and equity offerings.


Catherine Dixon is a partner in Weil’s Washington, D.C. office and a recognized authority on the federal securities laws, as amended over the past decade by the JOBS Act of 2012, the Dodd-Frank Act of 2010, and the Sarbanes-Oxley Act of 2002.  Her practice encompasses public and private company disclosure advice, capital markets transactions (including public and private offerings), mergers and acquisitions, corporate governance and compliance-related matters.  Ms. Dixon is a member of Weil’s Public Company Advisory Group.

Prior to joining Weil, Ms. Dixon was Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC). She previously served as Chief of that Division’s Offices of Mergers & Acquisitions and Disclosure Policy (rulemaking), respectively, and as Counsel to SEC Commissioner Steven M.H. Wallman. She also served as a trial attorney in the Antitrust Division of the U.S. Department of Justice (through the Department’s Honors Program), before joining the SEC in the appellate litigation section of the Office of the General Counsel.

Ms. Dixon frequently speaks and writes on various federal securities laws topics.  She is co-author of a well-known treatise on the federal proxy rules, Aranow and Einhorn on Proxy Contests for Corporate Control (3d ed., with Randall Thomas).  Ms. Dixon also has taught a course on mergers & acquisitions at Georgetown University Law School, as an adjunct faculty member.  She is the immediate former Chair, and a current member, of the American Bar Association (ABA) Business Law Section's Committee on Federal Regulation of Securities, after serving successive terms as Committee Vice-Chair, Chair and Vice-Chair of the Committee’s Securities Registration Subcommittee, and Co-Chair of this Committee’s Ad Hoc Task Force on Cross-Border Mergers & Acquisitions.  Ms. Dixon is also a Fellow of the American Bar Foundation, and is a member of the ABA Business Law Section’s Publication Board.

Ms. Dixon has been recognized in such publications as Who’s Who Legal (2013 – 2017, Corporate -- M&A and Governance), Best Lawyers in America (2005-2017, Securities/Capital Markets Law, Securities Regulation, Corporate Compliance Law, Corporate Governance Law), and Washington DC Super Lawyers (2013 – 2015, Securities and Corporate Finance).

Ms. Dixon graduated cum laude from Creighton University with a Bachelor of Science (1977), and magna cum laude from its law school (1980).  After law school, Ms. Dixon clerked for the Honorable William C. Stuart, Chief Judge of the U.S. District Court for the Southern District of Iowa, and the Honorable Henry A. Politz, Judge of the U.S. Court of Appeals for the Fifth Circuit.  She is a member of the District of Columbia and Iowa Bar Associations.


Tom Kim is a partner, focusing his practice on advising companies, underwriters and boards of directors on registered and exempt capital markets transactions, SEC regulatory and reporting issues, and corporate governance, as well as on general corporate and securities matters.

Prior to joining Sidley in 2013, Tom served for six years as the Chief Counsel and Associate Director of the Division of Corporation Finance at the SEC. As Chief Counsel, Tom was responsible for the no-action, interpretive and exemptive positions taken by the Division on a wide range of matters, including Securities Act exemptions, the registration process, Rule 144, and a broad range of Exchange Act issues, including deregistration, succession, Section 16, proxy solicitation and shareholder proposal rules, and executive compensation disclosure, among others. Under his leadership, the Chief Counsel’s Office revised and updated the Division’s telephone interpretations as Compliance and Disclosure Interpretations and issued several significant Staff Legal Bulletins.

Tom also oversaw the Division’s Office of Enforcement Liaison, which refers matters to the Division of Enforcement and advises on offering and disclosure-related issues in enforcement cases. 

Prior to joining the SEC in 2006, Tom served as Corporate and Securities Counsel for the General Electric Company. He graduated magna cum laude from Harvard Law School and was editor of Harvard Law Review.

Tom currently chairs the ABA’s Disclosure Effectiveness Working Group, which is working with the SEC on the disclosure reform initiative led by the Division of Corporation Finance. As a member of the ABA’s Committee on Corporate Laws, Tom edited several editions of the ABA’s Corporate Director’s Guidebook.

Tom has been recognized by Chambers USA: America's Leading Lawyers for Business in the area of Securities: Regulation: Advisory since 2015, where Chambers noted that he is “well respected for his regulatory expertise and is often sought after by public companies and their boards of directors, as well as underwriter clients, to advise on complex SEC reporting and corporate governance issues.”


Steven J. Slutzky
Partner

Areas of Practice

Securities Capital Markets
Financial Institutions Global Insurance Practice
Mergers & Acquisitions
Corporate Governance

Experience

Steven Slutzky is a corporate partner whose practice focuses on securities offerings and related transactions. He regularly represents issuers and underwriters in securities transactions including initial public offerings, secondary offerings, debt offerings and private placements.

Mr. Slutzky is ranked as a leading capital markets lawyer in Chambers Global (2013), Chambers USA (2013) and IFLR1000 (2012). He is recognized in The Legal 500 US (2013) and one client praises him as one of the “best lawyers I have ever worked with” (2009). Mr. Slutzky is co-author of “Conveyance Rule 159 of the Securities Act” (Securities Law 360, 7 April 2006) and “U.S. SEC’s Final Rules Regarding Securities Offering Reform” (BNA International World Securities Law Report, August 2005), among other articles. He also serves as a director of South Brooklyn Legal Services.

Mr. Slutzky received his B.S. from Lehigh University in 1988 in Finance and his J.D. from New York Law School summa cum laude in 1993 where he was a Notes and Comments Editor of the Law Review.

Selected Representations

  • US Foods and CD&R in US Foods’ Agreement to Merge with Sysco for $8.2 Billion
  • Verizon Communications in its $49 billion bond offering, the largest-ever corporate bond issue
  • Debevoise Advises Verizon in its Agreement to Acquire Vodafone's 45 Percent Interest in Verizon Wireless for $130 Billion
  • Third Point Re, a Bermuda-based property and casualty reinsurer, in its $317 million initial public offering of common shares
  • HD Supply in its $1.1 billion initial public offering of common stock
  • Reynolds Group in its $3.25 billion offering of 5.75% senior secured notes due 2020
News

  • Debevoise Recognized at International Financial Law Review’s 2013 Americas Deal of the Year Awards
    March 25, 2013
  • Paul S. Bird Named a Dealmaker of the Year by The American Lawyer
    April 02, 2008
Events

  • Heading for the Exit: Best Practices for Successful PE-Backed IPOs
    November 07, 2013
  • Seventh Annual Insurance M&A Seminar
    September 17, 2008
  • Insurers in Crisis: Risks and Opportunities
    September 17, 2008
Publications

  • SEC Adopts JOBS Act Rule Eliminating Ban on General Solicitations in Certain Private Offerings
    July 10, 2013
  • Reminder – Periodic Filing, Notice and Reporting Requirements for Private Equity Funds
    December 20, 2012
  • PCAOB Tees Up Questions For Audit Committees To Ask Auditors About Audit Inspections
    August 13, 2012
Language(s)

English

Bar Admissions

New York

Education

  • New York Law School, 1993, J.D.
  • Lehigh University, 1988, B.S.