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Understanding the Securities Laws 2018


Speaker(s): Adam E. Fleisher, Alice G. Givens, Andrew N. Siegel, Anna T. Pinedo, Ashley Gillespie, Bradley J. Bondi, Catherine M. Clarkin, David K. Boston, Dennis J. Block, Douglas I. Koff, Douglas K. Chia, Gillian Moldowan, Jennifer L. Nadborny, June S. Dipchand, Kenneth L. Josselyn, N. Adele Hogan, Reed M. Brodsky, Richard F. Langan, Jr., Russell Mancuso
Recorded on: Jul. 19, 2018
PLI Program #: 221227

Russell Mancuso
Legal Branch Chief
Division of Corporation Finance
U.S. Securities and Exchange Commission
Washington, D.C


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 K. Chia is Executive Director of The Conference Board Governance Center.  He joined The Conference Board in February 2016.

Mr. Chia previously served as Assistant General Counsel and Corporate Secretary of Johnson & Johnson.  Before joining Johnson & Johnson in 2005, he served as Assistant General Counsel, Corporate of Tyco International, and practiced law at the global firms Simpson Thacher & Bartlett and Clifford Chance, both in New York and Hong Kong.

Mr. Chia is currently a member of the Advisory Committee of the New York Chapter of the Society for Corporate Governance and the Society’s Corporate Practices Committee.  Mr. Chia served the Society as Chair of the Board from 2014 to 2015, Chair of the 2012 National Conference, and Chair of the Membership Committee from 2008 to 2011.

Mr. Chia has held a number of other central leadership positions in the corporate governance field, including President of the Stockholder Relations Society of New York, and member of the New York Stock Exchange Corporate Governance Commission.  He is currently a member of the Corporate Laws Committee of the American Bar Association and a member of the National Asian Pacific American Bar Association. Mr. Chia is a Trustee of the Historical Society of Princeton and the McCarter Theatre Center for the Performing Arts.

Mr. Chia is a graduate of Dartmouth College and the Georgetown University Law Center.  He currently lives in Princeton, New Jersey with his wife and their four children.

 



Adele Hogan is a capital markets advisor who frequently works on regulatory, bankruptcy, structured finance, mergers and acquisitions and FinTech matters, including Blockchain.  Adele has also led anti-financial crimes investigations, risk framework implementations and corporate governance matters.

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 is a frequent speaker on securities regulation issues.

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 recently served as director – group audit (legal and regulatory) at Deutsche Bank.

Involvement

  • New York City Bar Association (Securities Regulation Committee (former Chair), Financial Reporting Committee (former Chair), Banking Law Committee, M & A Committee)
  • New York State Bar Association, Business Law Section (Executive Committee)
  • American Bar Association, Federal Securities Law Committee
  • Association of Corporate Counsel
  • 100 Women in Finance
  • Women in Derivatives (WIND)
  • National Association of Corporate Directors (NACD)
  • Society of Corporate Secretaries and Governance Professionals

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.


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 "BD/IA: Regulation in Focus" blog.

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.


Bradley J. Bondi is a partner in Cahill’s litigation practice group and is a leader of its securities enforcement and regulatory practices.  Brad resides in Cahill’s Washington, D.C. and New York offices.

He is a senior adviser to financial institutions and global corporations, boards of directors, audit committees, special committees and officers and directors of publicly-held companies in significant corporate and securities matters (civil or criminal), with particular emphasis on SEC and DOJ enforcement challenges, significant litigation, crisis management, internal investigations, accounting and compliance issues, and governance challenges.  The Legal 500 recognized Brad for being “tenacious, knowledgeable and highly effective.”  In recognizing him as one of the top 40 securities enforcement lawyers in the country, Securities Docket described Brad as “the first choice among Boards of Directors and Audit Committees of the Fortune 500 when their company is faced with SEC or DOJ problems.” 

Brad advises clients in connection with regulatory enforcement actions, private lawsuits, governmental and congressional investigations arising from suspected violations of securities laws, accounting irregularities, internal controls, market manipulation, revenue recognition issues, tax-related matters, insider trading, the Foreign Corrupt Practices Act (FCPA) and other commercial bribery law compliance, compliance with the Sarbanes-Oxley and Dodd-Frank Acts, potential antitrust concerns, and cybersecurity. Brad also oversees complex civil and criminal litigation, such as securities litigation, corporate control litigation, commercial litigation, contractual disputes, arbitrations, and criminal proceedings.  In a counseling role, he regularly advises companies, financial institutions, broker-dealers, investment advisers, and hedge funds and their respective boards on issues relating to compliance with securities laws, criminal laws, SEC and FINRA rules, and governance requirements.

Brad formerly served as a member of the executive staff of the SEC as Counsel to two Commissioners for enforcement actions and regulatory rulemaking. Following law school, Brad served as a law clerk to the Honorable Edward E. Carnes (now-Chief) Judge of the United States Court of Appeals for the Eleventh Circuit. In late 2016 and early 2017, Brad served on the Presidential Transition Team (45th President of the United States) for the financial services agencies, leading the "Landing Team" to the Export-Import Bank of the United States.

Brad is a frequent speaker and author. In addition to his practice, Brad teaches advanced securities law classes as an adjunct professor at Georgetown University Law Center and George Mason University School of Law.  

Brad serves on Cahill’s Diversity and Inclusion Committee, Business Development Committee, and Publications Committee. He is admitted to practice in Washington, D.C., New York and Florida, and several federal courts.

Brad earned a B.S. from the Honors Program and an M.B.A. in Finance and Management at the University of Florida.  He earned his J.D. from the University of Florida’s Fredric G. Levin College of Law and his LL.M from Georgetown University Law Center. 

  


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.


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.”


Gillian Emmett Moldowan is counsel in Shearman & Sterling’s Compensation, Governance & ERISA practice. She advises on compensation and benefit arrangements, including equity-based incentives, deferred compensation and employment, retention and severance arrangements, with emphasis on disclosure and issues arising in mergers and acquisitions transactions and securities offerings. Ms. Moldowan also advises executives and employers on the applicability of federal securities law, tax law and general employment-related matters. She regularly counsels clients on proxy disclosure, Section 16 and corporate governance matters and the negotiation of executive employment arrangements.

Shearman & Sterling

From complex cross-border transactions to exclusively local deals, clients rely on Shearman & Sterling’s vast international network to help accomplish their business goals. The firm has approximately 850 lawyers in 21 offices around the world, and its lawyers come from some 80 countries, speak more than 60 languages and practice US, English, EU, French, German, Italian, Hong Kong, OHADA and Saudi law. They also practice Dubai International Financial Centre law and Abu Dhabi Global Market law.


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.


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.


Reed Brodsky is a partner in Gibson, Dunn & Crutcher's New York office.  Mr. Brodsky is Co-Chair of Gibson Dunn's Crisis Management Practice Group and a member of the Securities Enforcement and White Collar Defense and Investigations Groups.  He is a nationally recognized trial lawyer and litigator best known for his success as lead trial counsel in two of the most high-profile white collar criminal cases in recent memory, United States v. Raj Rajaratnam in 2011, and United States v. Rajat Gupta in 2012.  Since joining Gibson Dunn, Mr. Brodsky has been a lead trial attorney in four high-profile trials, representing Chevron Corporation in Chevron v. Donziger et al. in 2013, AlixPartners in AlixPartners v. Thompson et al. in 2014, AIG's Lavastone Capital unit in Lavastone Capital LLC v. Coventry First LLC et al. in 2015, and Patriarch Partners/Lynn Tilton in SEC v. Patriarch in 2016.  Before joining Gibson Dunn, Mr. Brodsky spent eight years serving as an Assistant United States Attorney in the United States Attorney's Office for the Southern District of New York, where he won all seven of his white collar criminal trials and many non-white collar trials. 

Mr. Brodsky’s areas of practice include trial work, white collar crime, securities enforcement proceedings, corporate internal investigations, compliance counseling and complex civil litigation.  Mr. Brodsky has extensive experience representing institutions, hedge funds, issuers of securities, board committees and individuals in connection with investigations, litigation and SEC enforcement proceedings under the federal securities laws.  Mr. Brodsky has counseled numerous hedge funds on securities trading and compliance matters.

Mr. Brodsky has received national recognition and many awards for his achievements and litigation skills. His litigation practice includes commercial disputes, civil litigation, and white-collar and securities enforcement matters.  In 2018, U.S. Legal 500 ranked Mr. Brodsky as one of the leading lawyers at Gibson Dunn in corporate investigations; he was a leading lawyer on two separate litigation teams that won Benchmark Awards for high-profile commercial litigation matters; and was a Benchmark finalist as one of the top securities lawyers in the country.  Mr. Brodsky is ranked among the top white collar litigators in New York by Chambers USA: America’s Leading Lawyers for Business, describing him as “a superstar” whom “you want in your corner when you’re stepping into the ring” with his “pragmatic and efficient approach.” Benchmark Litigation ranks him as a “Litigation Star.” Mr. Brodsky has been named as one of the “Top Rated White Collar Crimes Attorneys in New York,” by Super Lawyers, a leading investigations lawyer by Who’s Who Legal: Investigations, and a “Life Sciences Star” by LMG Life Sciences. Lawdragon Magazine cited Mr. Brodsky among the “500 Leading Lawyers in America” in 2012. Ethisphere Magazine named him one of 14 “Government Stars” in 2011. In 2012, Mr. Brodsky received the Attorney General’s Award for Distinguished Service; and in 2013, Mr. Brodsky received the Executive Office of U.S. Attorney’s Director’s Award for Superior Performance by a Litigative Team.


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


June S. Dipchand is a corporate partner concentrating in mergers and acquisitions, securities law and general corporate law matters.

Ms. 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.


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.


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.


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.