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Cybersecurity Best Practices for Legal Services Providers 2017


Speaker(s): Adam Chernichaw, Amy S Leder, Bill Nelson, Joel L. Rubinstein, Judy Selby, Matthew C Waxman, Nancy Saltzman, Orrie Dinstein, Richard Raysman, Steven R. Chabinsky
Recorded on: Jan. 18, 2017
PLI Program #: 193874

Joel Rubinstein is a partner in Winston & Strawn LLP’s New York office who has broad experience in corporate and securities matters. He represents clients in public offerings and private placements of securities, complex business transactions, including private and public company mergers and acquisitions, and in organizing and investing in private investment funds.

Securities Offerings: Mr. Rubinstein has significant experience representing issuers, underwriters, and selling stockholders in underwritten initial public offerings (IPOs) and follow-on offerings of securities, as well as private placements and registered direct offerings. He has represented issuers in a variety of industries, including media & entertainment, life sciences, insurance, and consumer goods among others. Underwriters he has represented include BofA Merrill Lynch, Citigroup, Cowen and Company, and others.

Mergers & Acquisitions: Mr. Rubinstein’s M&A experience includes representing public and private companies, as well as private equity funds, in the acquisition or sale of public and private businesses. He has experience in a variety of industries, including health care, media & entertainment, and insurance among others. He has represented domestic clients as well as clients in a variety of non-U.S. jurisdictions.

SPACs: Mr. Rubinstein has particular experience in transactions involving special purpose acquisition companies (SPACs). He has represented clients in over 20 SPAC IPOs raising aggregate gross proceeds of approximately $2 billion, and in over 15 business combination transactions with an aggregate enterprise value of approximately $5 billion.

Private Investment Funds: Mr. Rubinstein represents sponsors of private equity funds, venture capital funds,hedge funds, and other private investment funds, as well as asset management firms, in the formation of a variety of private investment vehicles. In addition, he regularly counsels institutional investors and fund-of- funds in connection with their investments in private equity and venture capital funds and secondary transactions.

Representative  Transactions

  • Acted as issuer’s counsel for CF Corporation (NASDAQ: CFCO), a SPAC, in its $690 million IPO and in entering into forward purchase agreements for a $510 million private placement.
  • Acted as issuer’s counsel for Landcadia Holdings, Inc. (NASDAQ: LCAH), a SPAC, in its $250 million IPO.
  • Acted as issuer’s counsel for Double Eagle Acquisition Corp. (NASDAQ: EAGL), a SPAC, in its $500 million IPO. Previously acted as issuer’s counsel to Double Eagle’s predecessors Silver Eagle Acquisition Corp. in its $325 million IPO and Global Eagle Acquisition Corp. in its $190 million IPO.
  • Acted as counsel to Global Eagle Entertainment Inc. (NASDAQ: ENT) in its $550 million leveraged acquisition of Emerging Markets Communications.
  • Acted as issuer’s counsel for Global Eagle Entertainment Inc. (NASDAQ: ENT), a provider of content, connectivity, and digital media solutions to airlines, in its:
    • $190 million underwritten follow-on offering;
    • offering of $83 million aggregate principal amount of convertible senior notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933; and
    • $50 million underwritten secondary offering.
  • Acted as underwriter’s counsel for Citigroup Global Markets Inc. and Robert W. Baird & Co. as joint book- running underwriters in the $103 million and the $76 million public offerings of common stock by selling stockholders of Tile Shop Holdings, Inc. (NASDAQ: TTS)
  • Acted as counsel to Sunspire Health, a leading provider of behavioral health services for the treatment of substance abuse and other co-occurring disorders, in its sale to Kohlberg & Company, L.L.C., in a leveraged acquisition.
  • Acted as counsel to StepStone, a global private markets firm overseeing $70 billion of private capital allocations, in the formation of a variety of investment vehicles for pension funds and sovereign wealth funds, investments in private investment funds and secondary transactions involving private investment fund interests.

Mr. Rubinstein received his B.A., magna cum laude, from Wayne State University in 1990 and he received his J.D. from the University of Michigan Law School in 1994.

Publications & Speaking Engagements

  • “SPACs Debut in Canada and Continue in the United States: Trends in SPAC IPOs and Business Combinations on Both Sides of the Border,” Practical Law Canada, January 20, 2016
  • Practice Note, "
  • SPACs: Overview
    ," Practical Law, December 30, 2015, with Daniel E. Nussen “SPACs Are Back, And With Friendlier Terms,” Buyouts, June 2010
  • “New SPAC Structure Holds Promise for Private Equity Exits,” peHUB, June 2010 “Avoiding Pitfalls in Raising Capital from Insiders,” Financier Worldwide, February 2009
  • “Alternative Public Offerings,” Financier Worldwide, May 2008 “SPAC 2.0,” The Deal, October 2007
  • “The Legal Role and Responsibilities of Portfolio Company Directors,” NVCA Today, Q4 2005
  • “Viewpoint: How to Avoid the Open Records Spotlight,” Venture Capital Journal, September 2003

Services

Corporate & Finance, Mergers & Acquisitions, Private Equity Transactions, Private Investment Funds, Securities & Capital Markets

Sectors

Health Care, Media & Entertainment , Retail & Consumer Products


Admissions

New York


Education

University of Michigan Law School, JD
Wayne State University, BA


Adam has been recognized for his transactional practice by Intellectual Asset Management Patent 1000 and is ranked as a top practitioner.

Overview

Adam advises clients in structuring complex (and often innovative and transformative) technology and service transactions to help execute their strategic goals,to safely protect their assets, and to avoid potential pitfalls across multiple jurisdictions.

He represents a variety of global businesses across a number of industry sectors including financial services, life sciences, food services, commercial airlines and telecommunications. For over fifteen years, Adam has had a particular focus in the financial technology (fintech) sector,usually representing buy-side institutions and users of fintech products and services. Adam also assists businesses in the sports, leisure and entertainment industries when structuring and negotiating business deals, working to achieve the best possible results around joint ventures, licensing,marketing and publishing agreements.

Adam has extensive experience in information technology and business outsourcing transactions and projects. His advisory work spans classic IT and business process

outsourcings, cloud and "as a service" offerings, payment processing services (including BIN Sponsorship arrangements), mergers and acquisitions and joint ventures.

Adam keeps abreast of the latest developments in the fast-moving world of technology related-IP and has been featured as a 'leading lawyer' in Who's Who Legal and is currently listed in IAM Patent 1000: The World's Leading Patent Practitioners.

Adam is a partner in the Sourcing & Technology Transactions Practice, within the Firm's Intellectual Property Group, an international group of partners dedicated to helping global clients protect their intellectual property rights.

Bars and Courts

New York State Bar
US District Court for the Southern District of New York
US District Court for the Eastern District of New York

Education 

JD, Benjamin N. Cardozo School of Law
BA, State University of New York at Albany

Languages

English
Hebrew

Experience

Technology
Media
Telecommunications
Data, Privacy & Cyber Security
Sourcing & Technology Transactions
Intellectual Property

Deutsche Bank, 2014

Adam advised Deutsche Bank in the outsourcing of its asset management investment platform - one of the largest outsourcing deals of its kind - to BlackRock, a multinational investment management firm. The IT solution offered a highly scalable system with the ability to evolve with his client's needs. The transaction reduced his client's costs. improved operational efficiency and reduced risk across the company.

Saudi Aramco, 2014

Adam represented Aramco Services and Saudi Aramco for over a year, on a strategic outsourcing for systems integration, application development and maintenance for IT systems to run one of the largest integrated chemical facilities in the world. These facilities are currently being built as part of a recently announced US$20 billion Sadara Chemical Company joint venture between Saudi Aramco and Dow Chemical. The transactions include four separate Framework Agreements covering the complete automation of the facilities and integration of the systems of the various facilities that are associated with the project.

Financial institution - HR outsourcing, 2007,2014

Adam represented a global financial institution in outsourcing certain human resources functions (such as recruitment processes, travel and entertainment services, background screening, commission payment and employee benefit plan administration) and "software as a service" transactions.

Perpetual licensing of the Braun brand for De'Longhi S.p.A., 2012

Adam worked as an adviser on intellectual property matters to appliance manufacturer De'Longhi

S.p.A. on its perpetual licensing of the Braun brand from the Procter & Gamble Company (P&G), in a deal worth up to €214 million. The agreement gave Treviso-based De'Longhi the perpetual right to use the Braun brand and connected patents within the small kitchen appliance. ironing and selected household appliance categories. For more details, see "White & Case Advises De' Longhi on €214 Million Perpetual Licensing of Braun Brand from Procter & Gamble."

Baked goods company - outsourcing transaction,2006, 2012

Adam represented international baked goods company in one of the largest information technology outsourcing transactions for Latin America.

Verizon Wireless, 2011

Adam represented Verizon Wireless in connection with the "Softcard" joint venture, with other major wireless carriers, for the development of a wireless payment platform. His role in this matter involved advising on the structure of technology and IP contributions, vendor selection and negotiation of the sourcing and licensing arrangements with the various parties engaged to build the platform, commercial terms and potential royalty and value streams, as well as the rights as between the venture and the participating carriers and third-party licensees.

Tribe Mobile, 2011

Adam represented Tribe Mobile in connection with its strategic partnership with the Virgin Group to launch Virgin as a branded mobile virtual network operator (MVNO) in the Latin American region.

Commercial airline - outsourcing a new wide area network, 2011

Adam represented a commercial airline in connection with outsourcing the building of a new wide area network to support its global reservation and passenger check-in system.

Speaking Engagements

"New developments in software law: copyright, licenses and development  agreements", September 2016: International Bar Association 2016 Annual Conference, Washington DC

"Internet of things, machine to machine communication and other spooky things: how best to deal with smart homes, intelligent cars, computer-based automated trading and self-automated logistics", October 2015: International Bar Association 2015 Annual Conference, Vienna, Austria

"Dealing with data and business information: practical ways of protecting digital data, business information and trade secrets", October 2014: International Bar Association 2014 Annual Conference, Tokyo, Japan

"Big Data Business Law: Grappling with Godzilla - Best Practices for Data Analytics", October 2013: International Bar Association 2013 Annual Conference, Boston,Massachusetts

"Big Data: Legal Challenges Around Data Sourcing, Licensing, Analytics and Optimization", November 1, 2012: Association of Corporate Counsel (ACC) - San Francisco Bay Chapter's conference entitled "Deal or No Deal 2012"

"Software as a Service Contract", November 16, 2011: Association of Corporate Counsel (ACC) - San Francisco Bay Chapter's conference entitled "Deal or No Deal 2011: Digging Deep in the Box"

"Best Practices for Drafting Standard Contractual Provisions: Force Majeure and Other Clauses that Tend to be Overlooked", June 9, 2011, Hsinchu, Taiwan; June 10,2011, Taipei,Taiwan: 2011 Symposium on International IP Strategies for Taiwanese Technology Companies

"Best Practices for Drafting Indemnification Provisions", June 3,2010, Hsinchu, Taiwan; June 4, 2010, Taipei,Taiwan: 2010 Symposium on International Intellectual Property Strategies for Taiwanese High-Tech Companies

"Distinguishing the Cloud From the Fog. A Practical Legal Approach", May 17,2010: East Coast CIO Forum

Publications

World Cup "Ambush Marketing" Charges Part of Event Brand Protection Strategy,BNA's Patent, Trademark & Copyright Journal,June 25, 2010, (by Tony Dutra)

Get Yer Mitts Off My Savings, Corporate Counsel,February 4, 2010,(co-author with Howard Wettan)

Looking East, US Law Firms Boost India Practices, IP Law 360, January 18, 2007, (by Erin Marie Daly)

Privacy Ramifications for Outsourcing Overseas Could Prove Costly to Companies, New York Law Journal, October 4, 2006, (co-author with David Bender)

Can IProtect a Great Business Idea from Being Stolen?, New York Enterprise Report,October 2006

Awards & Recognition

Listed in IAM Patent 1000

Listed in Who's Who Legal,TMT 2016 (Information Technology)

Listed in Legal 500 Technology: Transactions 2015

Listed as a 'leading lawyer' in Who's Who Legal, Internet. E-commerce & Data Protection for 2010 and 2011


Amy S. Leder serves as the executive partner of Holland & Knight's New York office and as co-leader of the firm's Corporate, M&A and Securities Practice Group in the New York/Stamford region. Ms. Leder advises clients on mergers and acquisitions, securities offerings, strategic alliances, capital-raising transactions and general corporate matters. She handles transactions such as the representation of underwriters and issuers in public offerings of equity and debt, divestitures, strategic investments and joint ventures.

Ms. Leder works with clients ranging from startups to U.S. and international public companies. She regularly acts as outside securities counsel to public companies in connection with periodic reporting and other securities law matters, corporate governance matters, employee benefit and executive compensation issues, and general corporate counseling.  Her practice involves a number of industries including healthcare, promotional marketing, chemical, alcoholic beverage, transportation and software.

Ms. Leder received her law degree, with distinction,  from Hofstra University School of Law and a B.A. from Vassar College.


Bill Nelson is the President and CEO of the Financial Services Information Sharing and Analysis Center (FS-ISAC).  The FS-ISAC is a non-profit association dedicated to protecting financial services firms from physical and cyber attacks.  FS-ISAC has over 7,000 members worldwide including banks, credit unions, payment processors, broker-dealers, third party service providers, and insurance companies.

The FS-ISAC fulfills its mission through the dissemination of trusted and timely information regarding physical and cyber security risks to its membership.  In 2013, FS-ISAC received the prestigious RSA Award for Excellence in Information Security. Also in that year, Mr. Nelson was named the fifth most influential person in the field of Financial Information Security by the publication Bank Info Security.

Before joining the FS-ISAC, Bill was the Executive Vice President of NACHA, The Electronic Payments Association from 1988 to 2006.  Prior to joining NACHA, Bill held several treasury management and lending positions within the banking industry.


Nancy Saltzman has more than 20 years of experience advising large global organizations operating in complex and disparate economic and regulatory environments.  She is responsible for managing EXL’s global legal affairs, which includes mergers and acquisitions, strategic partnerships, SEC compliance and reporting, commercial matters, corporate governance, litigation oversight, intellectual property, and labor and employment law.  As Chief Compliance Officer she oversees all aspects of EXL’s compliance function. This includes the design and implementation of policies, programs and processes to manage and monitor the risks associated with legal and regulatory compliance, litigation, financial loss or reputational harm that could result from failure to comply with laws, rules, regulations, contract and other standards applicable to EXL’s operational activities.  Nancy also serves as the executive sponsor for EXL’s Legal Support Solutions business unit.

Nancy joined EXL from Westcon Group, Inc., a $4 billion value-added distributor of category-leading unified communications, network infrastructure, data center and security solutions, where she was Senior Vice President, General Counsel and Secretary responsible for the company’s global legal activities. During her nine and half years at Westcon Nancy also served as co-head of the Compliance function. Prior to joining Westcon Group in 2005, Nancy was a corporate associate for capital markets and merger and acquisition at Dewey Ballantine LLP. She also served as Associate General Counsel and Vice President, Investor Relations at Chartwell Re Corporation. She started her career at Shearson Lehman Hutton as a financial analyst.

Nancy holds a Bachelor of Arts degree from Amherst College and a Juris Doctor from Hofstra University School of Law.


Orrie Dinstein is the Global Chief Privacy Officer at March & McLennan Companies. He has global responsibility for data protection, and he works closely with the Legal & Compliance, IT and Information Security teams, as well as other functions, to establish policies, procedures, processes and tools related to privacy and data protection matters.  Prior to joining Marsh & McLennan, Orrie was the Chief Privacy Officer at GE Capital. 

Orrie received an LL.M. degree in intellectual property from NYU School of Law and is a graduate of the Hebrew University of Jerusalem School of Law.  He is a member of the New York State Bar and the Israel Bar. He is a Certified Information Privacy Professional (CIPP) and a frequent speaker on privacy, security, technology and social media matters.


Described as “One of the Most Influential People in Security,” Steven Chabinsky is the recipient of numerous awards and recognitions, including the National Intelligence Distinguished Service Medal, and serves as a trusted authority in cybersecurity.

Overview

Steve is a partner and the Chair of the Firm's Global Data, Privacy & Cybersecurity Practice. Steve advises domestic and international businesses on the wide range of data and network security compliance and risk management issues that enterprises face globally.

Clients benefit from Steve's extensive private sector and government experience focused on cybersecurity risks. His expertise includes cyber preparedness, incident response, information governance, data privacy, data breach regulatory response, government and internal investigations, reputation management, and the cybersecurity fiduciary duties of directors and officers.

A distinguished and trusted authority in the technology industry, Steve has dedicated nearly his entire career to cybersecurity. He has helped shape many of the nation's significant cyber and infrastructure protection strategies, including the Homeland Security Act of 2002 and the Comprehensive National Cybersecurity Initiative (2008). His impressive track record includes leading national intelligence efforts to coordinate, monitor and provide guidance with respect to America's national cyber strategy. In 2016, Steve was Presidentially appointed to the White House Commission on Enhancing National Cybersecurity. The Commission provided recommendations to the President to strengthen cybersecurity in the public and private sectors, while protecting privacy, fostering innovation and ensuring economic and national security. 

Steve also is the cyber columnist for Security magazine.

Prior to joining White & Case, Steve served as General Counsel and Chief Risk Officer for an international cybersecurity technology firm, where he led the company's legal, privacy and risk programs and advised clients and their counsel on ways to protect their networks from being hacked and to respond effectively in the event of a data breach. 

Before working in the private sector, Steve served as Deputy Assistant Director of the FBI's Cyber Division, after having organized and led its Cyber Intelligence program and after having served as the FBI's top cyber lawyer. He also served as the senior cyber advisor to the United States Director of National Intelligence.

Prior to his work with the FBI, Steve held a clerkship with the Honorable Dennis Jacobs in the US Second Circuit Court of Appeals.

Bars and Courts

District of Columbia Bar

New York State Bar

 

Education

JD, Duke University School of Law

BA, Duke University

 

Languages

English


Richard Raysman is a partner in the New York office of Holland & Knight.  Richard has been selected by Chambers as one of America's leading technology lawyers, and he is a regular guest columnist for The Wall Street Journal Technology Section.  He has represented clients in billions of dollars of outsourcing transactions, and he has litigated reported cases for the New York state and federal courts including Internet and licensing disputes.  Richard writes a monthly column for the New York Law Journal on "Technology Law".  He is a graduate of M.I.T. and prior to practicing law, he was a Systems Engineer for IBM Corporation for six years.