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Securities Filings 2018: Practical Guidance in a Changing Environment


Speaker(s): Anne Nguyen Parker, Catherine M. Clarkin, Charles F Walker, Gideon Schor, Jeffrey S. Hochman, Joshua Wechsler, Keir D. Gumbs, Lillian Brown, Mark A. Borges, Steven V. Bernard, William J. Chudd
Recorded on: Aug. 16, 2018
PLI Program #: 220381

Anne Nguyen Parker is the Legal Branch Chief and manages the attorneys in the Office of Natural Resources in the Division of Corporation Finance at the SEC.  Among her responsibilities in this position, Ms. Parker reviews ’33 and ’34 Act filings by companies in the food, paper mill and oil and gas industries. 

Ms. Parker has been with the SEC since 2002.  Prior to becoming Branch Chief, Ms. Parker served as Special Counsel in the Office of Online Services and as a staff attorney in the Office of Healthcare and Insurance in Corp. Fin.  She has considered no-action relief requests as part of the Division of Corporation Finance’s shareholder proposals task force.  Ms. Parker also worked on the Securities Offering Reform rulemaking project that, among other things, created the WKSI category of issuers and the automatic shelf registration process.

Prior to joining the staff, she was an attorney in private practice in San Francisco, CA, advising clients on corporate and securities law matters.  Ms. Parker graduated from Stanford Law School and Duke University.


Gideon Schor is a partner in Wilson Sonsini’s New York office, where his practice focuses on securities and commercial litigation, intellectual property, appeals, compliance matters, white collar crime, and internal investigations.

As a securities litigator, Gideon has had numerous victories, including dismissal of a securities fraud action against LifeLock in the District of Arizona, dismissal of a Section 11 action against Xinhua Finance Media in the Southern District of New York, dismissal of an M&A action against Goldman Sachs in Hawaii state court (followed by a fee award to Goldman Sachs of $1.1 million), and dismissal of a derivative action against Hewlett-Packard in the Northern District of California followed by an affirmance in the Ninth Circuit. In Delaware M&A actions against 3Com, Gideon won a denial of expedition followed by a denial of both expedition and interlocutory appeal. In 2007-08, Gideon represented Facebook and Mark Zuckerberg in Facebook et al. v. Eduardo Saverin. Currently, Gideon represents Google and its directors in class action and derivative litigation in the Delaware Court of Chancery.

As an appellate litigator, Gideon has won dozens of cases. Most recently, Gideon persuaded the Second Circuit to vacate a decision denying recovery against a preliminary injunction bond. Adopting Gideon's argument, the court concluded that the American Rule does not bar recovery of attorney's fees spent complying with a wrongful preliminary injunction—the first such holding in the federal courts. On remand, the district court granted recovery of the bond in full, and Gideon persuaded the Second Circuit to affirm. Gideon also represents numerous clients in appeals to the Federal Circuit.

In the U.S. Supreme Court, Gideon successfully petitioned for certiorari and argued in U.S. ex rel. Eisenstein v. City of New York, which concerned appellate jurisdiction. Gideon has also made numerous amicus filings, including a brief on behalf of geneticist Eric Lander that the Justices mentioned repeatedly at oral argument in Ass'n for Molecular Pathology v. Myriad Genetics (AMP). The arguments adopted by the AMP Court mirror those in Gideon's amicus brief.

Gideon joined Wilson Sonsini Goodrich & Rosati from Credit Suisse First Boston (CSFB), where he served as director of litigation for the Americas from 2003 to 2005. During his tenure, he was responsible for the company's civil litigation docket in North and South America, specializing in securities underwriting, investment banking, derivatives, asset management, and real estate. He conducted numerous internal investigations, chaired CSFB's e-discovery project, and worked with counsel at other banks on industry-wide matters.

Prior to CSFB, Gideon spent 13 years in the civil division of the U.S. Attorney's Office for the Southern District of New York, where he was appointed chief appellate attorney in 1999. He supervised all of the federal government's civil appellate litigation in the U.S. Court of Appeals for the Second Circuit, including recommendations to the U.S. Solicitor General concerning Supreme Court review. Besides litigating more than 200 appeals, he maintained a steady trial practice, representing dozens of federal agencies in complex regulatory and constitutional matters and focusing on commercial fraud, the False Claims Act, and civil RICO. In 2001, he received the Justice Department's Award for Superior Performance. His work in the government resulted in 99 reported decisions and 50 other Web-accessible decisions.

From 1989 to 1990, Gideon clerked for the Honorable J. Edward Lumbard of the U.S. Court of Appeals for the Second Circuit.

A frequent lecturer on electronic discovery, Gideon has been an adjunct professor at New York Law School and Fordham Law School, where he taught conflict of laws and legal writing, respectively. Gideon has also served on the Amicus Committee of the Securities Industry Association.


Jeffrey S. Hochman is a partner in Willkie’s Corporate and Financial Services Department. Mr. Hochman specializes in mergers and acquisitions of both public and private companies, public offerings, private equity transactions and general corporate and securities law.  He regularly advises boards of directors and executives regarding corporate governance issues and other sensitive matters.

Over the past several years, Mr. Hochman has worked closely with a broad range of companies, including pharmaceutical, insurance and technology companies.  He advises issuers on ongoing SEC disclosure and other corporate matters, while also representing underwriters in connection with various securities offerings.  Mr. Hochman has also worked on “going private” transactions and special committee assignments, as well as other securities and M&A transactions. 

SELECTED PROFESSIONAL AND BUSINESS ACTIVITIES

Mr. Hochman is a member of the Business Law Section of the American Bar Association.  He has spoken on the Sarbanes-Oxley Act and corporate governance issues, MD&A, negotiating merger agreements and other corporate and securities issues for the Practising Law Institute. 

SELECTED SIGNIFICANT MATTERS

Recent significant transactions include representing:

The Sterling Group in its sale of DexKo Global Inc.
Teva Pharmaceutical Industries Ltd. in its series of three multi-tranche, multi-market offerings of senior notes aggregating $20.4 billion to finance its acquisition of Actavis Generics 
Teva Pharmaceutical in its $6.75 billion aggregate ADS and mandatorily convertible preferred stock offerings
Special Committee of the Board of Directors of WuXi PharmaTech Inc. in its $3.3 billion management-led leveraged buyout
HealthEquity, Inc. in connection with its $147 million IPO and various follow-on offerings 
 
BAR ADMISSIONS

Mr. Hochman is admitted to the Bar of the State of New York. 

EDUCATION

Mr. Hochman received a JD from Columbia University School of Law in 1991, where he was a Stone Scholar.  He received a BS from Columbia University School of Engineering in Chemical Engineering and a BA (magna cum laude in Chemistry) from Yeshiva University in 1988.


Keir Gumbs is Associate General Counsel, Global Corporate, M&A and Securities, and Deputy Corporate Secretary at Uber Technologies, Inc.  Prior to joining Uber, he was a partner in the corporate and securities practice at Covington & Burling LLP. Keir started his career at the SEC, where he served for six years - first as a staff attorney, later as a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance and finally as counsel to SEC Commissioner Roel Campos. 

Keir is recognized as a leading authority on securities regulation and corporate governance who represents a cross-section of constituencies in securities and governance matters, including companies ranging in size from Fortune 50 companies to venture-backed firms, as well as public pension funds, hedge funds, faith-based investors and trade associations. 

Honors and Rankings

  • Most Influential Black Lawyers, Savoy Magazine (2015)
  • Who’s Who Legal, Corporate, M&A and Governance (2015)
  • "D.C. Rising Star”, National Law Journal (2014)
  • DC Super Lawyers, Securities & Corporate Finance (2014-2015)
  • "Trailblazers Under 40", National Bar Association (2014)
  • America's Leading Business Lawyers, Securities: Regulation: Advisory (2012-2015), Chambers USA
  • “2011 Rising Star of Corporate Governance”, Millstein Center for Corporate Governance and Performance
  • Selected as one of the "People to Watch" in the National Association of Corporate Directors 2011 and 2012 “Directorship 100”


Lillian Brown is a partner in the Transactional and Securities Departments and a member of the Corporate Practice Group in WilmerHale's Washington, DC office. Ms. Brown joined the firm in 2013, after having worked at the Securities and Exchange Commission (SEC) in the Division of Corporation Finance since 1999. In her time at the SEC, among other roles, Ms. Brown served as Senior Special Counsel to the Director of the Division of Corporation Finance, working directly with three different Directors, and Special Counsel in the Office of Mergers and Acquisitions. Ms. Brown advises clients, including public companies and their boards, on federal securities law compliance and corporate governance matters. She has extensive experience in SEC reporting and disclosure requirements, shareholder proposal and proxy matters, the federal securities laws relevant to control-related transactions, proxy access and shareholder activism and engagement. Ms. Brown works with a diverse range of companies, from Fortune 500 to private companies, spanning multiple industries including financial services, technology, entertainment, consumer products, security, biotechnology and retail.

Professional Activities

Ms. Brown serves as Chair of the American Bar Association's Federal Regulation of Securities Committee Subcommittee on Proxy Statements and Business Combinations. She is also a member of the NASDAQ Hearings Panel and the Society of Corporate Secretaries and Governance Professionals, and is an Advisory Board member for the Securities Regulation Institute. Ms. Brown previously served as an elected member on the DC Bar's Corporation, Finance and Securities Law Steering Committee from 2014–2017.

Ms. Brown is a frequent speaker and author on corporate governance and SEC reporting and disclosure-related topics.

Community Involvement

Ms. Brown is Chair of the Capitol Hill Day School Board of Trustees.

 


Mark A. Borges is a principal with Compensia, Inc., a management consulting firm providing executive compensation advisory services to compensation committees and senior management of knowledge-based companies. From April 2003 until September 2007, he was a principal for Mercer in the firm’s Washington Resource Group in Washington, DC. Previously, Mr. Borges was a Special Counsel in the Office of Rulemaking, Division of Corporation Finance with the United States Securities and Exchange Commission.  Before that, he was General Counsel for ShareData, Inc.  Mr. Borges practiced law with the firms of Ware & Friedenrich (now DLA Piper) from 1987 to 1992 and Pillsbury, Madison & Sutro (now Pillsbury Winthrop) from 1982 to 1987.  From 1981 to 1982, he served as law clerk to the Honorable Marion T. Bennett of the United States Court of Claims in Washington, DC.

Mr. Borges is the author of SEC Executive Compensation Disclosure Rules (2nd Ed.), published by the American Bar Association, and a co-author of the Lynn, Borges & Romanek Executive Compensation Disclosure Treatise and Reporting Guide. He is also an Adjunct Professor at the Georgetown University Law Center, teaching a course of the securities law aspects of executive compensation.

A California native, Mr. Borges graduated from Humboldt State University in 1976.  He received his J.D. from Santa Clara University in 1979 and an L.L.M. in Taxation from New York University in 1981.  He is a member of the American Bar Association.


Joshua Wechsler is a corporate partner resident in Fried Frank's New York office.

Mr. Wechsler concentrates his practice in corporate finance and the US securities laws, representing issuers, underwriters and sponsors in a variety of financing transactions, including initial public offerings, private placements, high-yield debt offerings, and cross-border financings. Mr. Wechsler has represented an array of underwriters including Bank of America Merrill Lynch, Credit Suisse, Goldman Sachs, JP Morgan, and UBS. In addition, he has acted for a number of issuers in connection with corporate governance matters and reporting under the US securities laws, including, among others, Goldman Sachs BDC, Grupo Televisa, Humana, MasTec, Navios, Perry Ellis, Seritage, Tapestry, and Viavi. Mr. Wechsler has worked on a number of cross-border transactions in Asia, Canada, Mexico, Greece, and Norway.

Mr. Wechsler served as a staff attorney in the United States Securities and Exchange Commission's Division of Corporation Finance from 1994 to 1997.

Honors & Awards

Mr. Wechsler is consistently recognized by Legal 500 in categories including Capital Markets: Global Offerings, Capital Markets: Debt and Equity as well as Capital Markets: High Yield Offerings.

Professional Associations

Member, Advisory Board, Best Buddies New York.

Bar Admissions/Licensed Jurisdictions

New York; Florida


Mr. Chudd is a member of Davis Polk’s Corporate Department, concentrating in mergers and acquisitions, joint ventures and related matters. His experience includes a wide variety of U.S. and international mergers and acquisitions transactions, including the following:

  • Comcast in its:
    • pending merger with Time Warner Cable and related transactions with Charter Communications
    • commercial agreements with Verizon Wireless
    • investments in Clearwire with Google, Intel, Sprint, Time Warner Cable and others
  • Shire in its acquisitions of ViroPharama, Lumena Pharmaceuticals, SARcode Bioscience, Lotus Tissue Repair, FerroKin BioSciences and New River Pharmaceuticals
  • MSCI in its acquisitions of IPD Group and RiskMetrics, and its disposition of Institutional Shareholder Services Inc. (ISS)
  • Maidenform on its acquisition by Hanesbrands
  • Ameriprise Financial in connection with its sale of its deposits business to Barclays
  • VF Corporation in its acquisition of The Timberland Company
  • Federal Reserve Bank of New York and the U.S. Treasury in connection with the recapitalization of American International Group (AIG)
  • ExxonMobil in its acquisition of XTO Energy
  • Roche in its going-private acquisition of Genentech
  • PartnerRe in its acquisition of ParisRe
  • Warner Chilcott on the amendment to its global collaboration agreement with sanofi-aventis
  • AstraZeneca in its $16 billion tender offer for MedImmune
  • Credit Suisse in its investment in Ospraie Group

Mr. Chudd has also represented Tailwind Capital Partners and other private equity funds in their acquisitions and investments. Mr. Chudd is currently based in Davis Polk’s New York office.


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.


Chuck Walker is co-chair of Skadden’s Litigation Group in the Washington, D.C. office. Mr. Walker has substantial experience representing individuals and corporations in investigations by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the United States Department of Justice, and state regulatory agencies, and in conducting corporate internal investigations. He frequently represents clients in highly sensitive and complex regulatory enforcement matters such as those involving allegations of insider trading, misleading or incomplete disclosure, improper accounting and other forms of financial fraud. He also represents individual and corporate clients in parallel investigations conducted by both the Securities and Exchange Commission and the United States Department of Justice.

In addition to a number of recent corporate internal investigations on behalf of both audit committees and management, some of Mr. Walker’s notable engagements include successfully defending a bank holding company in connection with an SEC investigation of alleged financial statement fraud; the representation of a public company, its officers and employees in a concurrent SEC/U.S. Department of Justice investigation of alleged accounting fraud; and defending a foreign private issuer in a parallel SEC/U.S. Department of Justice inquiry relating to the issuer’s financial reporting and disclosure.

Mr. Walker rejoined Skadden after serving as securities commissioner for the state of Delaware from 1996 to 1999. Earlier in his career, he served as a deputy attorney general for the state of Delaware and special counsel for the Securities and Exchange Commission. Mr. Walker is a member of the firm’s Ethics Committee. He also serves on the firm’s Client Engagement and Diversity committees.

Mr. Walker has authored numerous articles on state and federal securities law issues and is the co-author of a leading guide on SEC procedure, The SEC Enforcement Process: Practice and Procedure in Handling an SEC Investigation (Bloomberg BNA, 2014).


Steve Bernard is a partner at Wilson Sonsini Goodrich & Rosati, where he specializes in representing U.S. and non-U.S. companies in domestic and crossborder public offerings, mergers and acquisitions, and SEC compliance. Steve has extensive experience in cross-border corporate transactions, including the initial public offering of Trintech Group Plc, which was the first simultaneous duallisting of American Depositary Shares on Nasdaq and the Neuer Markt, the acquisition of Applied Learning Limited, an Australian Stock Exchange-listed company, through a scheme of arrangement, the $1.6 billion sponsored global secondary offering of American Depositary Shares by Infosys Technologies Limited, the public-to-private transaction for Transware Limited, and the structuring and implementation of Logitech International's Global Share Program. His practice includes all aspects of public and private company representation, including private financings and corporate governance. He also has represented underwriters in numerous public offerings and investors in venture capital financings.

Prior to joining Wilson Sonsini Goodrich & Rosati, Steve practiced law with Fried, Frank, Harris, Shriver & Jacobson in New York.