Skip to main content

Understanding the Securities Laws 2017


Speaker(s): Aaron Schlaphoff, Adam E. Fleisher, Alice G. Givens, Andrew N. Siegel, Anna T. Pinedo, Ashley Gillespie, Catherine M. Clarkin, Damien R. Zoubek, David K. Boston, Dennis J. Block, Douglas I. Koff, Jan Woo, Jennifer L. Nadborny, Joseph Salama, June S. Dipchand, Kenneth L. Josselyn, Linda E. Rappaport, N. Adele Hogan, Richard F. Langan, Jr.
Recorded on: Jul. 13, 2017
PLI Program #: 180938

Aaron Schlaphoff is a partner in the New York office of Kirkland & Ellis LLP, where he is a member of the Investment Funds Group.

Prior to joining Kirkland, Mr. Schlaphoff was most recently an attorney fellow in the Division of Investment Management at the U.S. Securities and Exchange Commission (SEC). Drawing on his private sector experience, he contributed to a wide range of matters relating to investment advisers and investment vehicles subject to SEC regulation, including private funds, mutual funds and exchange-traded funds (ETFs). In the private funds area, Mr. Schlaphoff advised various SEC divisions and offices, including the Office of Compliance Inspections and Examinations (OCIE) and the Division of Enforcement, on interpretive matters under the Advisers Act, as well as on market practice in the hedge fund and private equity fund industries.

In the private sector, Mr. Schlaphoff has advised many of the largest, most sophisticated firms in the global asset management industry on a wide range of legal, regulatory and compliance matters arising under the Investment Advisers Act, Investment Company Act, Commodity Exchange Act and related securities and banking laws and regulations. Mr. Schlaphoff’s fund formation experience includes advising clients on the structuring and offering of a variety of pooled investment vehicles, including private equity funds, hedge funds, open- and closed-end mutual funds and ETFs. He also has substantial experience with M&A, IPO and restructuring transactions involving investment advisers and funds.

Mr. Schlaphoff has extensive knowledge of the regulation of derivatives and derivatives market participants by the Commodity Futures Trading Commission (CFTC) and National Futures Association (NFA) under the Commodity Exchange Act, including the regulation of commodity pool operators (CPOs) and commodity trading advisors (CTAs) and the implications of swap regulations under Title VII of the Dodd-Frank Act for asset managers. His clients in this area have included five of the 20 largest hedge fund managers in Institutional Investor Alpha’s Hedge Fund 100 firm ranking, in addition to many other sponsors of investment vehicles subject to CFTC and NFA regulation.

Aaron is a J.D. graduate of Yale Law School and a former Fulbright Fellow at the University of Cologne, Germany. He holds a B.A. from Macalester College.


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.


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 


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.


Damien R. Zoubek is a partner in Cravath’s Corporate Department.  His practice primarily encompasses mergers and acquisitions, shareholder activism defense, corporate governance and general corporate matters.  Mr. Zoubek is also a member of the Firm’s Financial Restructuring & Reorganization practice, working on mergers and acquisitions involving distressed companies and in connection with bankruptcy auctions. 

Mr. Zoubek has broad mergers and acquisitions experience spanning numerous industries.  Notable transactions include representing:

  • AmerisourceBergen in numerous transactions, including its $2.575 billion acquisition of PharMEDium and $2.5 billion acquisition of MWI Veterinary Supply
  • Atlas Air Worldwide in its long-term commercial agreements to provide air cargo services to Amazon, and its grant of rights to Amazon to acquire Atlas Air equity
  • Burlington Northern Santa Fe in its $44 billion sale to Berkshire Hathaway
  • Covance in its $6.2 billion sale to LabCorp
  • The Fresh Market in its $1.36 billion sale to affiliates of Apollo
  • IBM in several acquisition transactions, including its acquisitions of The Now Factory, StoredIQ, Emptoris, Cúram, TRIRIGA and Datacap
  • Johnson & Johnson in numerous acquisition and divestiture transactions, including its pending $30 billion acquisition of Actelion and its $19.7 billion acquisition of Synthes
  • Starwood Hotels in its $13.3 billion sale to Marriott International

Mr. Zoubek has been repeatedly recognized as a leading lawyer in mergers and acquisitions by, among others, Chambers USA, The Legal 500, IFLR1000 and Lawdragon’s 500 Leading Lawyers in America.  He was listed in Who’s Who Legal: M&A and Governance 2015.  Mr. Zoubek’s work was featured by the Financial Times in its annual FT North America Innovative Lawyers 2016 report.

Mr. Zoubek received a B.S. from Carnegie Mellon University in 1995 and a J.D. magna cum laude from Georgetown University Law Center in 1999, where he was elected to the Order of the Coif.  He joined Cravath in 1999 and became a partner in 2007.


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.”


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.


June Dipchand advises public and private clients in connection with various U.S. and cross-border corporate transactions, including negotiated and contested acquisitions, dispositions, mergers, joint ventures, leveraged buyouts, carveouts, strategic investments, financings, restructurings, recapitalizations and reorganizations. In addition, she has represented numerous clients with respect to a wide array of corporate law matters, including corporate governance, SEC reporting obligations and takeover preparedness.

Selected recent representations by Ms. Dipchand include:

  • Veritas Capital in its:
    • acquisition, and later disposition to The Carlyle Group, of StandardAero Corp.;
    • disposition of Excelitas Technologies Holding Corp. to AEA;
    • acquisition, and later disposition to TTM Technologies, Inc., of Anaren, Inc.; and
    • acquisition, and later disposition to Odyssey Investment Partners, LLC, of CPI International, Inc.;
  • Verscend Technologies, Inc. (a portfolio company of Veritas Capital) in its:
    • acquisition of Cotiviti, Inc.; and
    • acquisition of the commercial health insurance payer-focused products business from General Dynamics Information Technology, Inc.;
  • Pan American Silver Corp. in its acquisition of Tahoe Resources Inc.;
  • Bank of America Merrill Lynch as financial advisor to Goldcorp Inc. in its acquisition by Newmont Mining Corporation;
  • Mars, Incorporated in its:
    • acquisition of VCA Inc., a national provider of companion animal veterinary care;
    • acquisition of Pet Partners, a national provider of companion animal veterinary care;
    • acquisition of BluePearl Veterinary, a national provider of companion animal specialty and emergency care;
    • acquisition of the Iams, Eukanuba and Natura pet food brands from The Procter & Gamble Company; and
    • acquisition of Nutro Products, Inc. from Bain Capital Partners LLC;
  • Boral Ltd. in its acquisition of Headwaters Inc., a building products company;
  • New Residential Investment Corp., a mortgage REIT, in its acquisition of all of the assets of Home Loan Servicing Solutions, Ltd. (Cayman Islands corporation)


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.


Anna 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.

In the derivatives area, Anna counsels a number of major financial institutions acting as dealers and participants in the commodities and derivatives markets. She advises on structuring issues as well as on regulatory issues, including those arising under the Dodd-Frank Act. Her work focuses on foreign exchange, equity and credit derivatives products, and structured derivatives transactions. Anna has experience with a wide range of transactions and structures, including collars, swaps, forward and accelerated repurchases, forward sales, hybrid preferred stock and off-balance sheet structures. She also has advised derivatives dealers regarding their Internet sites and other Internet and electronic signature/delivery issues, as well as on compliance matters.

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 "BO/IA: Regulation in Focus" blog.

She was also a winner of the 2013 Euromoney LMG Americas Women in Business Law Awards as the Leading Lawyer in the Americas in the category of Structured Finance, which includes Derivatives.

Anna is a member of the American Bar Association's Committee on the Federal Regulation of Securities, a member of the subcommittee on Disclosure and Continuous Reporting, vice­chair of the subcommittee on Securities Registration and a member of the task force on the future of securities regulation.

She has participated in the drafting committee for the ABA's comment letters on such topics as securities offering reform, revisions to accelerated filing, smaller public company proposals and various JOBS Act-related matters. Anna also is a member of the ABA Committee on the Regulation of Futures and Derivatives Instruments. Anna is a chair of the Structured Products Association Legal, Regulatory and Compliance Executive Committee. She is a member of the Mortgage Bankers Association 's Mortgage REIT Council and a member of the MBA's Secondary & Capital Markets Committee.

Anna is an adjunct professor at the George Washington University School of Law and member of the George Washington University Center for Law, Economics & Finance Advisory Board. She is a member of the Visiting Committee of the Law School of the University of Chicago. Anna was a member of the University of Chicago Legal Forum during her time at the University of Chicago Law School.


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.


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.


Ashley Gillespie is an Executive Director at Morgan Stanley in New York.  He is the principal business lead in achieving the company’s investment management clients’ derivatives goals through a combination of legal, documentation, strategic advice, and risk management solutions.  Ashley has 15 years of in-depth knowledge and multiple years of work experience in the businesses and operations of each of the buy and sell-sides of the financial services industry, including five years as a structured finance/securitization attorney at Sidley Austin.  A seasoned expert in implementing global post-crisis reform regulations such as Dodd-Frank and European Market Infrastructure Reform (EMIR), Ashley is uniquely capable of executing at the crossroads of client business and legal needs today.  Ashley earned his J.D. and M.B.A. degrees in the joint-degree program at Cornell University, and his B.A. (Political Science) from the University of Houston.  He is a member of the New York bar and holds FINRA Series 7 and Series 63 broker licenses.  Ashley enlisted in the U.S. Army at 17 years of age and served 3½ years as a tactical communications soldier stationed in then West Germany with V “Victory” Corps.


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.


Richard Langan is a partner in the New York City office of Nixon Peabody LLP, and is known for his extensive experience in capital market transactions in the domestic and international securities markets, including public offerings and private distributions of equity and high grade and high yield debt securities, Rule 144A and Regulation S distributions, exchange offers, consent solicitations and financial restructurings. Mr. Langan also handles domestic and cross-border corporate transactions, including public and privately negotiated mergers and acquisitions, joint ventures and strategic alliances, capital markets transactions, leveraged buyouts and other private equity transactions, corporate restructurings and corporate governance, including engagement with activist investors. He previously served as Nixon Peabody’s managing partner and CEO.


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.


Jan is the Legal Branch Chief in the Division of Corporation Finance where she manages and supervises attorneys engaged in the analysis and review of filings by technology companies made under the Securities Act of 1933 and the Securities Exchange Act of 1934. Previously, she worked in the Disclosure Standards Office in the Division of Corporation Finance and served as a Special Counsel in the Division of Trading and Markets. Prior to joining the Commission, Jan was in private practice in New York. She received her law degree from the Georgetown University Law Center, her M.P.A from New York University, and her B.A. from Barnard College.