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Cybersecurity Best Practices for Legal Services Providers 2018


Speaker(s): Amy S Leder, Austin P. Berglas, Jane Shahmanesh, Joel L. Rubinstein, Michael F. McGowan, Nancy Saltzman, Orrie Dinstein, Richard Raysman, William A. Tanenbaum
Recorded on: Jan. 17, 2018
PLI Program #: 220134

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


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.


Austin P. Berglas is Senior Managing Director and head of the U.S. Cyber Investigations and Incident Response practice at K2 Intelligence. He brings deep investigative experience in counter intelligence, national security, criminal cyber investigations and incident response to K2 Intelligence.

Before joining K2 Intelligence, Austin served as Assistant Special Agent in Charge (ASAC) of the Federal Bureau of Investigation’s (FBI’s) Cyber Branch in the New York Office (NYO), where he oversaw all national security and criminal cyber investigations in the largest cyber branch in the FBI. Among the high-profile, joint and international operations he managed were the dismantlement of the Blackshades organization and seizures of numerous TOR-based sites, including Silk Road and Silk Road 2.0. Most recently, he led the criminal investigation into the computer network attack against JPMorgan Chase and established the Financial Cyber Crimes Task Force, the FBI’s first joint effort with the New York City Police Department (NYPD) and the Metropolitan Transportation Authority (MTA) to combat cyber threats and high-technology crimes affecting New York City and the nation. Prior to being named ASAC of the NYO’s Cyber Branch, he was designated as an Assistant Inspector, Inspection Division, FBI Headquarters in Washington, D.C.

In May 2013, Austin was named Acting Special Agent in Charge (A/SAC) of the NYO’s Special Operations/Cyber Division, where he led over 400 employees in the largest technical and physical surveillance operation in the FBI, overseeing all investigations in the New York Cyber branch, an office he helped to create in 2009. As A/SAC, he was also responsible for the Special Events and Crisis Management Programs consisting of SWAT, Evidence Response, Underwater Search and Recovery, and Rapid Deployment. While at the FBI he also served as supervisor of the New York Office Computer Crimes Squad/Cyber Crimes Coordinator, where he was responsible for investigations into computer intrusions, intellectual property rights violations, and Internet fraud, extortion and gambling. In addition, he served as the Crimes Against Children Coordinator in the FBI’s NYO, responsible for the coordination and investigation of crimes including international and domestic kidnapping, sex tourism, and the sexual exploitation of children over the Internet.

He has been rewarded for his work, receiving the FBI Director’s Award for Excellence in a Cyber Investigation in 2010 and the Voice for All Children Award presented by the Coalition Against Child Abuse and Neglect in 2006.

Prior to entering the FBI in 1999, Austin was a Captain in the United States Army, serving in various roles as a light cavalry officer and deploying to Haiti in 1995 in support of Operation Uphold Democracy.

Education

He received his B.S. from Dickinson College and has participated in Navigating Strategic Change hosted at the Kellogg School of Management at Northwestern University.


Jane Shahmanesh is a Managing Director with Adherence Consulting Group, which provides outsourced regulatory compliance, general counsel and operational services to asset managers and broker-dealers.  Prior to Adherence, Jane worked as an in-house legal and compliance lawyer for a Who’s Who of financial institutions - including Lehman Brothers (where she counseled the bankrupt entity’s derivative unwind),  Goldman Sachs & Co. (where she ran a division of their Compliance Department), Credit Suisse (where she was the interim legal manager for CSAM and its hedge fund businesses), Citibank (where she was the General Counsel to the Private Bank), and Deutsche Asset Management (legacy Bankers Trust)(where she supervised the legal and compliance department).  

She was also a Partner at McGuireWoods, LLP, one of the nation’s largest law firms. 

Jane currently teaches regulatory compliance at Pace Law School

She has a BA from Barnard College and a JD from American University.


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.


Michael F. McGowan is the Principal at Metafor LLC, which specializes in data and metadata forensics and cybersecurity. He has been at the forefront of applying digital forensics, statistical analysis, and investigative skills to resolving issues involving electronic data for over 15 years. 

Mr. McGowan is a sought-after consultant and expert witness. He has testified on numerous occasions from being the government's expert witness in the Enron Barge trial at age 23 to testifying on behalf of Facebook about the results of his forensic analysis that demonstrated the documents produced by an individual claiming to own half of Facebook were not authentic. 


William A. Tanenbaum is recognized as one of the Who’s Who Legal “Thought Leaders Global Elite” and is ranked in top tiers by ChambersLegal500Best Lawyers and Who’s Who Legal in technology, outsourcing, IP and data law.  Bill is a shareholder in the 40-lawyer Technology Transactions & Data Privacy Practice at Polsinelli, an AmLaw 100 firm with 850 lawyers in 22 cities.  He is the Practice Co-Chair of the Health Care Technology & Innovation Group, which is the second largest of its kind in the country.  Polsinelli was named as the 2018 Health Care Firm of the Year by US News & World Report, and its Health Care Practice is the largest in the country.  

Bill’s practice includes the Industrial Internet of Things, Body Area Networks, AI, Machine Learning, Natural Language Processing and data analytics, including data generated by networks of sensors and created by machines, as well as technology and IP transactions, and he leads teams that serve as IP counsel and as health care counsel in technology and M&A transactions.  Health Care is an early adopter of IoT and data analytics, and clients call upon Bill to use leading practices from that industry in other industries.  

Bill is a past President of the International Technology Law Association and was previously named as the IT Lawyer of the Year in New York by US News & World Report.  Clients and legal researchers find that “he has expertise in technology transactions that puts him at the very top tier of the market [and] he is a font of knowledge on creating new IT structures,” (Who’s Who Legal) and “that he brings extremely high integrity, a deep intellect, fearlessness and a practical, real-world mindset to every problem,” “provides savvy, zealous representation,” and understands the market and uses his expertise to help [clients] successfully navigate negotiations” (Chambers).  Bill is a graduate of Brown University (Phi Beta Kappa), Cornell Law School and the Bob Bondurant School of High Performance Driving.

 


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.