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Securities Offerings 2018: A Public Offering from Start to Finish


Speaker(s): D. Scott Bennett, David K. Boston, James Wong, James A. Harrod, Joseph H. Kaufman, LizabethAnn R. Eisen, Lona Nallengara, Pamela A. Long, Sophia Hudson
Recorded on: Mar. 2, 2018
PLI Program #: 220177

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.


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.


Joe Kaufman is a Partner at Simpson Thacher & Bartlett LLP, where he is a member of the Firm's Corporate Department. Joe advises clients on public and private offerings of debt and equity securities, corporate governance, business combinations and general corporate and securities law matters.

Joe joined Simpson Thacher in 1994 and was elected a member of the Firm in November 2002. Joe was recently recognized by Chambers USA: America's Leading Lawyers for Business 2015. He was also named a 2015 “MVP” in Capital Markets by Law360. In 2011, he was named by The National Law Journal as one of the three “Most Influential Lawyers” in the Finance and Capital Markets category. In 2005, he was named one of 17 “Up-and-Comers of the Deal Economy” by The Deal magazine. He received his A.B., magna cum laude, from Harvard College in 1989, and his B.A. (Hons.) in Economics from the University of Canterbury (New Zealand) in 1990. He received his J.D. with honors from University of Chicago Law School in 1994, where he was managing editor of the University of Chicago Legal Forum. He is admitted to practice in the State of New York.


LizAnn Eisen is a partner in Cravath’s Corporate Department. Her practice focuses on domestic and international corporate finance transactions, corporate governance and reporting matters and restructurings.

Ms. Eisen is a frequent speaker and author on the securities laws. She has chaired the Practising Law Institute’s (PLI) annual program on public offerings for many years and has written on debt financing commitments and the SEC rules on completing IPOs as market conditions shift. In addition, in March 2016, Ms. Eisen spoke at a conference on “Compliance in a Global Arena: U.S., EU and Israeli Perspectives” in Tel Aviv, Israel. In June 2014, she spoke on a live webcast entitled “Underwriter’s Counsel: Latest Developments” at a program presented by TheCorporateCounsel.net.

In addition, Ms. Eisen is one of the six partners who oversee the Firm’s pro bono project with the Children’s Hospital at Montefiore and the Children’s Hospital of New York-Presbyterian through which free legal services are provided to patients and their families. She currently serves on the board of directors of Good Shepherd Services and as Vice President of the Board of The Fresh Air Fund. Ms. Eisen is also a member of the President’s Council of Cornell Women, the New York City Bar Association and the American Bar Association.

Ms. Eisen has been recognized as one of the leading practitioners in securities law by The Legal 500 from 2010 through 2016 and IFLR1000 in 2008, 2009 and from 2013 through 2017. She received Euromoney Legal Media Group’s Americas Women in Business Law Award for “Best in Capital Markets” in 2015. Ms. Eisen was also named to Lawdragon magazine’s 500 New Stars, New Worlds, a list of the nation’s top 500 up and-coming talent and innovative seasoned professionals who are “carrying the legal profession to new frontiers.”

Ms. Eisen comes from Portland, Oregon. She received a B.A. magna cum laude in 1994 from Cornell University and a J.D. in 1997 from the University of Pennsylvania. Ms. Eisen joined Cravath in 1997 and became a partner in 2005.


Lona is a partner in Shearman & Sterling’s Capital Markets and Corporate Governance practices. He has extensive experience representing companies, financial institutions and their boards on corporate governance, disclosure, and securities law compliance matters and on the financial regulatory process. He also advises companies and financial institutions on all aspects of public and private offerings of equity, equity-linked, high yield debt and investment grade debt securities.

Prior to returning to the firm in 2017, Lona served in senior positions at the Securities and Exchange Commission for over four years. From 2013 to 2015, he served as Chief of Staff to SEC Chair Mary Jo White, where he was the top advisor to the Chair on all issues, including policy development, rulemaking, strategy and management. During this time, he led the rulemaking and implementation efforts related to all mandates under the Dodd-Frank and JOBS Acts and directed the SEC's asset management, market structure, public company disclosure effectiveness and private offering reform programs. He also served as the SEC deputy to the Financial Stability Oversight Council and was the primary SEC liaison with other financial regulators. Lona joined the SEC in 2011 as Deputy Director of the Division of Corporation Finance and later became its Acting Director. In this role, he was responsible for the division's overall activities and operations, including rulemaking, interpretive guidance and the public company filing review program. Following his SEC tenure, Lona joined Bridgewater Associates, LP, where he was the Chief Governance Officer and a senior advisor to founder Ray Dalio.

Prior to joining the SEC in 2011, Lona was a partner in Shearman & Sterling’s Capital Markets group. He first joined the firm in 1998.


Pam Long is an Assistant Director in the Division of Corporation Finance at the Securities and Exchange Commission.  Pam joined the Division staff in 1996 and has also served as an attorney-examiner and a special counsel in the Division.  Before joining the staff, Pam worked as an associate in the Baltimore office of Piper & Marbury and in the Chicago office of Vedder, Price, Kaufmann & Kammholz.


Scott Bennett is a partner in Cravath’s Corporate Department. His practice primarily focuses on representing issuers and investment banking firms in connection with public and private offerings of securities, as well as representing corporate clients in mergers and acquisitions.

Mr. Bennett has been recognized for his work in the capital markets arena by The Legal 500 United States from 2014 through 2016; The Legal 500 Latin America in 2015 and 2016; IFLR1000 in 2016 and 2017; and Super Lawyers in 2016. He also has been recognized as a leading practitioner in mergers and acquisitions by The Legal 500 Latin America in 2016.

Mr. Bennett was born in Sarasota, Florida. He received a B.A. in Economics from Duke University in 2002. Mr. Bennett received a J.D. with High Honors from Emory University in 2006 where he was valedictorian, a notes and comments editor of the Law Journal and was elected to the Order of the Coif. He joined Cravath in 2006 and became a partner in 2014.


With over seventeen years experience prosecuting complex litigation in federal courts, Mr. Harrod’s practice focuses on representing the firm’s institutional investor clients in securities fraud-related matters.

Over the course of his career, he has obtained over a billion dollars on behalf of investor classes. His high-profile cases include In re Motorola Securities Litigation, in which he was a key member of the team that represented the State of New Jersey’s Division of Investment and obtained a $190 million recovery three days before trial.  Recently, Mr. Harrod represented the class of investors in the securities litigation against General Motors arising from GM’s recall of vehicles with defective ignition switches, and recovered $300 million for investors – the second largest securities class action recovery in the Sixth Circuit.

Mr. Harrod represented institutional investors in several cases concerning the issuance of residential mortgage-backed securities prior to the financial crisis.  He worked on the team that recovered $500 million for investors in In re Bear Stearns Mortgage Pass-Through Certificates Litigation, which brought claims related to the issuance of mortgage pass-through certificates during 2006 and 2007.  In a similar action, Plumbers’ & Pipefitters’ Local #562 Supplemental Plan & Trust v. J.P. Morgan Acceptance Corp. I, he recovered $280 million on behalf of a class of investors.  Other mortgage-backed securities cases that Mr. Harrod worked on include In re Lehman Bros. Mortgage-Backed Securities Litigation ($40 million recovery), and Tsereteli v. Residential Asset Securitization Trust 2006-A8 ($10.9 million recovery).

Among his other notable recoveries are The Department of the Treasury of the State of New Jersey and its Division of Investment v. Cliffs Natural Resources Inc. (class recovery of $84 million); Anwar, et al., v. Fairfield Greenwich Limited (settlement valued at $80 million); In re Service Corporation International ($65 million recovery); Danis v. USN Communications, Inc. ($44.6 million recovery); In re Tower Group International, Ltd. Securities Litigation ($20.5 million recovery); In re Navistar International Securities Litigation ($13 million recovery); and In re Sonus Networks, Inc. Securities Litigation-II ($9.5 million recovery).

In connection with his representation of institutional investors, he is a frequent speaker to public pension fund organizations and trustees concerning fiduciary duties, emerging issues in securities litigation and the financial markets. 

Mr. Harrod is recognized as a New York Super Lawyer for his securities litigation achievements.