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How to Prepare an Initial Public Offering 2017

Speaker(s): Edward R. Hatfield, Eileen J. Shin, Eric Wooley, Mara L. Ransom, Mike Gould, Robert A. Freedman, Sophia Hudson
Recorded on: Apr. 5, 2017
PLI Program #: 180884

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.

Robert (Rob) Freedman is co-chair of the Securities & Corporate Finance group and provides corporate and securities law services to late stage and public technology and life sciences companies. He leads initial public offerings and follow-on offerings of equity and debt, and focuses on advising boards and management on corporate and securities law compliance and disclosure matters. Rob has represented issuers and underwriters in securities offerings by public companies for over 20 years. Rob also concentrates on mergers and acquisitions and private financings for public companies.

Rob has been recommended by The Legal 500 for his individual practice and role as co-chair of Fenwick & West’s corporate and securities practice, which was recognized as a team of “highly knowledgeable and flexible technology sector specialists.”

Representative Initial Public Offering Experience:

  • Aeglea BioTherapeutics
  • AnaptysBio
  • Audentes Therapeutics
  • Castlight Health
  • Corium International
  • Cowen and Company
  • Dermira
  • DexCom
  • Loxo Oncology
  • Piper Jaffray & Co.
  • ServiceNow
  • Shutterfly
  • Sierra Onocology
  • Silver Spring Networks
  • Sutro Biopharma
  • Upwork

Representative M&A and Tender Offer Experience:

  • OncoGenex Pharmaceuticals’ merger with Achieve Life Science
  • Castlight Health’s acquisition of Jiff
  • Corium’s acquisition by Gurnet Point Capital
  • KalVista Pharmaceuticals’ acquisition of Carbylan Therapeutics
  • DexCom’s acquisition of SweetSpot Diabetes Care
  •’s acquisition by
  • Alpha Innotech’s acquisition by Cell Biosciences
  • Data Domain’s acquisition by EMC
  • Cisco Systems’ acquisition of WebEx Communications
  • Macromedia’s merger with Adobe

Rob is a member of the State Bars of California, Idaho and Washington. He received his A.B. degree in biochemistry and history in 1987 from Bowdoin College where he graduated summa cum laude and Phi Beta Kappa. He received his J.D. degree, with distinction, in 1993 from Stanford University.

Rob is the co-chair for the Practising Law Institute’s “How to Prepare an Initial Public Offering” program. Prior to law school, Rob was a banker for Manufacturers Hanover Trust in New York.

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.

Ted Hatfield co-founded Solebury Capital in 2005 and has jointly led the firm to become the country’s most influential equity capital markets advisory boutique and a leading global investor relations firm. Ted has 30 years of capital markets experience on Wall Street including a background in fixed income trading, equity underwriting and ECM advisory. Ted has been responsible for the pricing of over 1,000 IPOs, marketed follow-ons and block trades in every sector of the economy.

Prior to forming Solebury, Ted spent 20 years at Credit Suisse, serving as Head of U.S. Equity Syndicate Department – Americas. For roughly 10 years, Ted was responsible for overseeing the marketing, pricing, allocation and trading of all equity and equity-linked transactions listed in North America as well as all US-listed transactions marketed abroad. Ted was a member of the U.S. Equity Management Committee, Global ECM Management Committee, Equity Valuation Committee, Global Research Reform Project Board , IPO Practices Committee and Co-Chairman of the IPO Allocation Review Committee.

Ted is a Director of Dealogic, LLC, a graduate of Lehigh University and lives in Summit, NJ with his wife and four children.

Mike has more than twenty six years of experience at PwC providing accounting, financial reporting and advisory services, while based in the United States, South Korea, and the United Kingdom.

Mike is a Deals partner, and serves as the IPO Services Senior Partner, where he helps his clients access the debt and equity capital markets in the US, by providing them with technical and project management advice on accounting and financial reporting issues associated with the SEC registration process, Initial Public Offerings ("IPO's"), 144a debt and equity offerings, divestitures and carve-outs, and conversions to and from IFRS and US GAAP.

Mike's specific technical knowledge focuses on accounting for carve-outs, purchase accounting, pro forma financial statements, stock compensation, principles of revenue recognition, segmental reporting, the SEC registration process and private equity exit strategies.  As a result, he frequently takes on the role of an “IPO Advisor” to help his clients both with their initial registration process, and also with the process of preparing to operate as a public company.

Mike also started the Capital Markets Advisor (CMA) business within PwC in the US, to provide clients with independent and objective advice on capital structure, capital markets, and valuation issues critical to achieving corporate objectives and positioning the company for success.

During his career, Mike has worked hundreds of IPOs and similar transactions, for both large, as well as IPO's of many smaller and mid-cap privately-held companies for private equity and other sponsors.  He has worked across a variety of industries, with an emphasis on fast growing technology, pharmaceutical and medical device and consumer goods companies.

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.