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Global Capital Markets & the U.S. Securities Laws 2019


Speaker(s): Andrea M. Basham, Catherine T. Dixon, David M. Lynn, Douglas K. Chia, Jennifer Finnegan, Joan E. McKown, Joseph P. Babits, Katherine K. Martin, Kimberley S. Drexler, Marty Dunn, Michael D. Mann, Michael S. Sackheim, Paul M. Dudek, Paul Munter, Phyllis G. Korff, Senet Bischoff, Thomas W. Yang, Wayne E. Carnall
Recorded on: Apr. 12, 2019
PLI Program #: 253481

Douglas K. Chia is President of Soundboard Governance LLC and Fellow at the Rutgers Center for Corporate Law and Governance.  Until June 2019, Mr. Chia was Executive Director of The Conference Board ESG Center.  He continues to contribute to The Conference Board as a Senior Fellow. 

Before joining The Conference Board in 2016, Mr. Chia served as Assistant General Counsel and Corporate Secretary of Johnson & Johnson.  Previously, 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 has held a number of central leadership positions in the corporate governance field, including Chair of the Board of the Society for Corporate Governance, 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 the National Asian Pacific American Bar Association.  Mr. Chia has received numerous awards and recognitions in corporate governance and has frequently appeared in the news media, including CNN, NPR Marketplace, The Wall Street Journal, The Financial Times and The New Yorker

Mr. Chia received an A.B. degree from Dartmouth College and a J.D. degree from the Georgetown University Law Center.  He currently lives in Princeton, New Jersey with his wife and their four children.  Mr. Chia is a Trustee of the Historical Society of Princeton and the McCarter Theatre Center. 



Andrea Basham is a counsel in the New York, NY office of Cleary Gottlieb Steen & Hamilton. Her practice focuses on disclosure and ongoing reporting obligations of public companies and public and private offerings of securities in the United States and elsewhere, including securities law and reporting aspects of mergers and acquisitions involving public companies.

Andrea is also actively involved in Cleary Gottlieb’s knowledge management efforts with respect to capital markets transactions and changes and developments in securities regulation. She is also a member of the Committee on Securities Regulation of the New York City Bar Association.

Andrea graduated from New York University law school in 2002. 


Catherine Dixon is a partner in Weil’s Washington, D.C. office and a recognized authority on the federal securities laws, as amended over the past decade by the JOBS Act of 2012, the Dodd-Frank Act of 2010 and the Sarbanes-Oxley Act of 2002. Her practice encompasses public and private company disclosure advice, capital markets transactions (including public and private offerings), mergers and acquisitions, corporate governance and compliance-related matters. Ms. Dixon is a member of Weil’s Public Company Advisory Group.

Prior to joining Weil, Ms. Dixon was Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission (SEC). She previously served as Chief of that Division’s Offices of Mergers & Acquisitions and Disclosure Policy (rulemaking), respectively, and as Counsel to SEC Commissioner Steven M.H. Wallman. She also served as a trial attorney in the Antitrust Division of the U.S. Department of Justice (through the Department’s Honors Program), before joining the SEC in the appellate litigation section of the Office of the General Counsel.

Ms. Dixon frequently speaks and writes on various federal securities laws topics. She is co-author of a well-known treatise on the federal proxy rules, Aranow and Einhorn on Proxy Contests for Corporate Control (3d ed., with Randall Thomas). Ms. Dixon also has taught a course on mergers & acquisitions at Georgetown University Law School, as an adjunct faculty member. She is the immediate former Chair, and a current member, of the American Bar Association (ABA) Business Law Section’s Committee on Federal Regulation of Securities, after serving successive terms as Committee Vice-Chair, Chair and Vice-Chair of the Committee’s Securities Registration Subcommittee and Co-Chair of this Committee’s Ad Hoc Task Force on Cross-Border Mergers & Acquisitions. Ms. Dixon is also a Fellow of the American Bar Foundation, and is a member of the ABA Business Law Section’s Publication Board.

Ms. Dixon has been recognized in such publications as Who’s Who Legal (2013 – 2018, Corporate – M&A and Governance), Best Lawyers in America (2007-2019, Securities/Capital Markets Law, Securities Regulation, Corporate Compliance Law, Corporate Governance Law), The Best Lawyers in Washington, D.C. (2018, Corporate Governance Law, Corporate Compliance Law and Securities / Capital Markets Law) and Washington DC Super Lawyers (2013 – 2015, Securities and Corporate Finance).

Ms. Dixon received her J.D., magna cum laude, and her B.S., cum laude, from Creighton University. After law school, Ms. Dixon clerked for the Honorable William C. Stuart, Chief Judge of the U.S. District Court for the Southern District of Iowa, and the Honorable Henry A. Politz, Judge of the U.S. Court of Appeals for the Fifth Circuit. She is a member of the District of Columbia and Iowa Bar Associations.


David M. Lynn is a partner in the Washington D.C. Office of Morrison & Foerster, and is co-chair of the firm’s Corporate Finance | Capital Markets practice. Mr. Lynn is a highly respected securities advisory counsel who provides guidance to Fortune 100 corporations, small public companies, underwriters and other market participants on corporate finance matters and best practices for disclosures and compliance. In addition to being a leading authority on SEC issues, Mr. Lynn is particularly well known in the area of executive compensation disclosure, having co-authored, “The Executive Compensation Disclosure Treatise and Reporting Guide.”

While serving as Chief Counsel of the Securities and Exchange Commission’s Division of Corporation Finance, Mr. Lynn led the rulemaking team that drafted revisions to the SEC's executive compensation and related party disclosure rules. Mr. Lynn re-joined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002, and served in that position until 2007. As a result, he was intimately involved in implementing and interpreting the SEC rulemaking that occurred in the wake of the Sarbanes-Oxley Act. Mr. Lynn initially served on the SEC staff from 1995-2000 as an Attorney-Advisor and subsequently a Special Counsel in the Division of Corporation Finance.  While in private practice from 2000-2003, he advised clients on SEC investigations, securities transactions, mergers and acquisitions and corporate governance.

Mr. Lynn is co-editor of TheCorporateCounsel.net and The Corporate Counsel, which are widely read sources on securities, governance and corporate law matters. Mr. Lynn served as co-chair of the Practising Law Institute’s Annual Institute on Securities Regulation and is a former chair of the Board of Trustees of the Securities and Exchange Commission Historical Society and the American Bar Association Business Law Section’s Federal Regulation of Securities Committee.


Joan McKown has more than 30 years of experience in Securities and Exchange Commission (SEC) enforcement and financial regulatory matters including investigations, exams, internal investigations, and disputes throughout the United States. She has in-depth knowledge of investigatory issues relating to financial fraud, corporate disclosure, corporate governance, accounting, compliance, private equity, FCPA, broker dealer, investment adviser, investment companies, and insider trading. Joan represents corporations, and financial services firms, and their officers, directors, and employees, counseling them to avoid regulatory scrutiny, and when necessary, resolving matters on the best terms possible.

Prior to joining Jones Day in 2010, Joan was the longest serving chief counsel in the Division of Enforcement at the SEC, where she played a key role in establishing enforcement policies and worked closely with Commission and senior SEC staff. Joan literally wrote the book on SEC enforcement when she oversaw creation of the first version of the SEC Enforcement Manual. As chief counsel, she led hundreds of Wells meetings and settlement negotiations. At Jones Day, Joan has extensive experience submitting persuasive Wells submissions, having reviewed thousands of such submissions while on the SEC staff.

Joan is the president-elect of the board of trustees of the SEC Historical Society. She also serves on the Executive Committee of the board of trustees of the Legal Aid Society of the District of Columbia. She frequently speaks and writes on SEC enforcement related topics.


Joseph is the lead US Securities Counsel for Royal Dutch Shell, plc group of companies. He advises on all aspects of US Securities laws and corporate disclosure.  He has represented and defended Shell in investigations by the US Securities and Exchange Commission, the US Senate Permanent Subcommittee on Investigations and the Department of Justice. He has extensive knowledge with regard to UK and EU securities and disclosure regulations. He also is an advisor to Shell Disclosure Committee and a member of Shell’s Reserves Committee and Financial Controls and Reporting Committee. 

Prior to joining Shell, Joseph spent more than decade with the US Securities and Exchange Commission where he was Counsel to Commissioner Isaac C. Hunt Jr. and Special Counsel in the Office of Chief Counsel in the Division of Corporation Finance, where he focused on rulemaking and interpretive advice. He also was the recipient of the SEC’s Capital Markets Award.


Katherine Martin is the Associate Director for Regulatory Policy in the Office of International Affairs at the U.S. Securities and Exchange Commission.  In this role, Katherine leads the coordination of the Commission’s international engagement on policy matters, including its participation in multilateral fora such as the Financial Stability Board and the International Organization of Securities Commissions and bilateral engagements such as the US-EU Financial Regulatory Forum.  Katherine joined the Commission in 2005 and has served in a variety of roles within the agency, including spending several years in the Division of Trading and Markets working on financial market infrastructure policy issues.  Prior to joining the Commission, Katherine practiced securities and corporate law at Sullivan & Cromwell LLP and Hogan Lovells.  Katherine received a B.A. in economics from Syracuse University and a J.D. from the Syracuse University College of Law.


Kimberley S. Drexler is a senior attorney in Cravath’s Corporate Department.  In addition to working at Cravath, Ms. Drexler has spent significant time serving on the staff of the U.S. Securities and Exchange Commission in various capacities.  Her practice at Cravath primarily involves counseling companies with regard to their ongoing SEC disclosure and compliance obligations as well as advising on corporate governance matters.  She also provides advice with regard to the SEC’s disclosure requirements and the implications of the securities laws for complex corporate transactions.

Ms. Drexler rejoined Cravath in 2007 as a senior attorney after serving as the Senior Advisor to the Director of the Division of Corporation Finance at the SEC from 2006 to 2007.  During this period she worked on a wide range of matters within the Division, spending considerable time on the SEC’s executive compensation disclosure rules and on the Commission’s efforts to improve the implementation of Section 404 of the Sarbanes-Oxley Act of 2002, for which she received the Commission’s Law & Policy Award in 2007.  She also worked on various other financial reporting issues and on international matters, including the Commission’s consideration of International Financial Reporting Standards (IFRS), as well as assisting with the Division’s efforts to update its interpretive guidance and to improve the transparency of the resources the Division provides to the public.

Ms. Drexler had previously served at the SEC in the Office of the General Counsel from 2000 to 2003, where she was a Senior Counsel and worked on a wide variety of Commission projects concerning financial reporting, the increasing role of technology in the securities markets, and various other issues related to public company disclosures and capital raising.  She served on the General Counsel’s team that advised on rulemakings under the Sarbanes-Oxley Act, and she was awarded the Chairman’s Award for Excellence in conjunction with her work on the Commission’s auditor independence initiatives.

Ms. Drexler is actively involved with the national securities bar.  From 2012 to 2015, she served as a Vice Chair of the Federal Regulation of Securities Committee of the Business Law Section of the American Bar Association, and she currently serves as the Vice Chair of the Disclosure and Continuous Reporting Subcommittee.  In August of 2017, Ms. Drexler was appointed by the President of the ABA to a three-year term as a member of the National Conference of Lawyers and CPAs.

Ms. Drexler began her legal career at Cravath in 1998, leaving for the SEC in 2000 and also worked at Cravath from 2004 to 2006.  She received a B.A. with highest distinction from the University of Virginia in 1993, where she was an Echols Scholar and was elected to Phi Beta Kappa, and a J.D. from Yale Law School in 1997, where she was a Coker Fellow and Managing Editor of the Yale Law & Policy Review.

Ms. Drexler may be reached by phone at +1-212-474-1434 or by email at kdrexler@cravath.com.


Martin Dunn is senior of counsel based in Morrison & Foerster’s Washington, D.C. office. Prior to his career in private law, Mr. Dunn spent 20 years at the U.S. Securities and Exchange Commission, having served as Chief Counsel, Deputy Director and Acting Director of the SEC’s Division of Corporation Finance, as a highly respected counselor to public companies. Mr. Dunn “is an immensely respected regulatory expert… He provides high-end securities counseling on regulatory compliance and transactional matters.” as noted in Chambers USA.

Fortune 500 clients turn to Mr. Dunn for his skillful counsel on critical issues they face. He offers a unique insider's perspective and clients admire his ability to apply practical guidance to situations that they face every day. He provides guidance on corporate governance and securities laws to newly formed publicly traded companies as well as to established ones. Mr. Dunn counsels companies through the public offering process, including compliance with the SEC requirements and responses to SEC comments.

In his role with the SEC, Mr. Dunn supervised the Corporation Finance Division’s Offices of Chief Counsel, Chief Accountant, Mergers and Acquisitions, International Corporate Finance, Rulemaking, Small Business and Enforcement Liaison. He oversaw many of the SEC’s most significant initiatives on disclosure, governance and capital-raising, including reforming the securities offering process, updating Rule 144, implementing the Sarbanes-Oxley Act, adopting the plain English requirements for prospectuses, implementing electronic proxy delivery, and easing exempt and registered capital formation for small businesses.

Mr. Dunn is top ranked by Chambers USA in the area of Securities Regulation: Advisory, noting that he is a “‘preeminent securities lawyer’ and a ‘true expert’ in the field when it comes to advising on SEC regulation and corporate governance issues” (Chambers USA 2016). He has also been named a recommended lawyer by Legal 500 US for Capital Markets in Debt Offerings, Equity Offerings and High-Yield Offerings and is recognized by Who’s Who Legal: M&A and Governance 2019 as a Corporate Governance Lawyer. During his career at the SEC, he was the recipient of numerous awards, such as the SEC Capital Markets Award, SEC Regulatory Award, SEC Law and Policy Award, SEC Chairman’s Award for Excellence, and the Federal Bar Association’s Philip A. Loomis, Jr. Award.

Mr. Dunn is frequently sought after to speak, write and comment on securities law topics. He is co-editor of the widely read newsletter, The Corporate Counsel a premier publication in the field. He is on the Executive Committee of the Northwestern University School of Law’s Securities Regulation Institute, a past Chair of the Northwestern University School of Law’s Ray Garrett Jr. Corporate and Securities Law Institute, and the University of Texas School of Law’s Conference on Securities Regulation and Corporate Law, and has been on the faculty of the ALI CLE’s Regulation D and Private Placements Conference for more than 20 years. Mr. Dunn also speaks frequently as a member of the faculty of the Practising Law Institute.

Mr. Dunn served as Co-Chair of the Nasdaq Listing and Hearing Review Council and he has been an adjunct professor at Georgetown University Law Center and the University of Maryland School of Law.


Michael D. Mann established Richards Kibbe & Orbe LLP’s Washington, D.C. office in 1996. Mr. Mann’s legal practice focuses on international securities regulation and enforcement and the cross-border conduct of business. He provides strategic advice and counseling to clients engaged in business subject to regulation in the United States and throughout the world. He regularly represents public companies and their audit committees, officers and directors in connection with their compliance with U.S. regulatory requirements including the Dodd-Frank, Sarbanes-Oxley, and Foreign Corruption Practice Acts as well as U.S. Economic Sanctions. Examples of Mr. Mann’s recent representations include:

  • Representation of U.S. and foreign private issuers, Boards of Directors and their Audit and Governance Committees in connection with investigations involving allegations of violations of the U.S. securities laws including the Foreign Corrupt Practices Act;
  • Representation of senior officers of U.S. and foreign issuers and hedge funds in connection with SEC investigations and regulatory inquiries in matters involving securities trading, accounting and disclosure, the operation and establishment of internal controls under the Sarbanes-Oxley Act and the application of the Foreign Corrupt Practices Act; and
  • On-going advice to hedge funds and financial institutions in connection with the development of comprehensive compliance programs to address regulatory obligations imposed by U.S. and foreign securities laws and regulations

Prior to entering private practice, Mr. Mann served as an attorney at the U.S. Securities and Exchange Commission, including seven years as the first Director of the Office of International Affairs, and prior to that as Associate Director of the Division of Enforcement. Mr. Mann established the key formal and informal regulatory and enforcement relationships between the SEC and its foreign counterparts throughout the world. Mr. Mann also led the SEC’s development of new regulatory approaches to facilitate access to the U.S. securities markets through cross-border securities offerings.

Mr. Mann has been recognized since 2009 as a “Leading Individual” in the area of Securities Regulation and Litigation by Chambers USA: America's Leading Lawyers for Business.  Mr. Mann was also recognized in the area of Securities Law by The Best Lawyers in America®, which stated that he "is the kind of outside counsel most in-house lawyers seek: he is knowledgeable, responsive and provides his advice in a very calm and effective manner on a wide range of issues."  He is also is a Member of the Council on Foreign Relations, the Board of Advisors to the Securities and Exchange Commission Historical Society and a Member of the Federal Bar Association / Securities Law Committee Executive Council.


Paul Dudek is counsel in the Washington, D.C. office of Latham & Watkins. Mr. Dudek joins Latham after 23 years as Chief of the Office of International Corporate Finance in the US Securities Exchange Commission’s (SEC) Division of Corporation Finance.

Mr. Dudek’s practice covers all aspects of cross-border capital market transactions involving non-US companies and sovereigns, as well as related regulatory matters.

In his previous role, Mr. Dudek oversaw the Office’s efforts to develop and implement rulemaking initiatives and interpretive policies pertaining to US public and private offerings, listings and other transactions and periodic reporting by foreign private issuers in the US and multinational offerings by foreign and domestic issuers, especially with respect to Regulation S, Rule 144A, Form 20-F and Securities Act and Exchange Act filings by foreign private issuers, the Multijurisdictional Disclosure System (MJDS), American depositary receipts (ADRs) and International Financial Reporting Standards (IFRS).

Mr. Dudek has deep and rich experience in SEC registrations. During his tenure as Office Chief, more than 2,000 foreign private issuers completed their initial registrations with the SEC, including through traditional global or US-only IPOs, privatizations, spin-offs, straight listings and M&A transactions, and many sovereign issuers completed their initial US registered debt offerings. Similarly in that time, numerous foreign corporate and governmental issuers effected a wide range of follow-on capital markets transactions in SEC registered offerings.

Among his recent efforts, Mr. Dudek led various initiatives relating to IFRS, and he helped implement rulewriting and other projects under the Dodd-Frank Act of 2010 and the JOBS Act of 2012, including projects relating to cross-border derivatives transactions, the extra-territorial application of the anti-fraud provisions of the federal securities laws, and amendments to Rule 144A.

Mr. Dudek also served as the Commission’s representative to the Corporate Governance Committee of the Organization for Economic Co-operation and Development (OECD). He completed significant work relating to international organizations, including the International Organization of Securities Commissions (IOSCO) and the Financial Stability Board.

Prior to joining the SEC, Mr. Dudek was in private practice in New York, where he advised a range of foreign and US companies and financial intermediaries on capital markets transactions.

Mr. Dudek was an adjunct professor at Georgetown University Law Center.


Paul Munter is a Senior Partner in the Audit Quality and Professional Practice Group with KPMG.  He serves as the lead technical partner for the US firm’s international accounting and IFRS activities and has served on KPMG’s Global IFRS Panel which is responsible for establishing KPMG positions on the application of IFRS.

He also is involved in the development of firm positions in response to proposals from the FASB, IASB, SEC as well as the development of the firm’s guidance and publications including the following handbooks:  Comparison of IFRS to US GAAP, Business Combinations, Revenue Recognition, and Share-based Payment, Cash Flow Statement, EPS.

He previously served as the Academic Fellow in the Office of the Chief Accountant at the U.S. Securities and Exchange Commission.  Prior to that, he served as KPMG Professor and Chairman of the Department of Accounting at the University of Miami in Coral Gables, Florida.  He earned his PhD in accounting at the University of Colorado.  He received his B.S. and M.S. degrees from Fresno State University.  He is a CPA in New York, Florida, and Colorado.

Mr. Munter was honored by the Texas Society of CPAs as its first “Outstanding Discussion Leader.”  He has also been honored by the Florida Institute of CPAs as its Outstanding Educator, by Beta Alpha Psi as the National Business Information Professional of the Year, and the International Accounting Section of the AAA as Outstanding International Accounting Educator.


Phyllis Korff is a partner in Mayer Brown’s New York office and a member of the Capital Markets practice. She has extensive experience in representing US and international issuers and investment banks in a wide variety of financing matters. Her industry experience is broad-based. It includes: asset management and other financial services, insurance, biotech, health care, technology and manufacturing. She has worked with companies and underwriters based not only in the United States but also in Asia, Europe, Canada and Israel that want to access United States public and private markets. Phyllis has worked on all types of securities from common equity to convertible and high yield debt. She has worked on scores of initial public offerings, as well as follow-on offerings, exchange offerings and other transactions registered with the Securities and Exchange Commission (SEC), as well as offerings exempt from SEC registration pursuant to Rule 144A and Regulation S. Phyllis works with private companies in pre-IPO financings and private tender offers as well as in IPO readiness and corporate governance matters.

Phyllis repeatedly has been named by Chambers Global as one of the leading individual capital markets lawyers in New York for international equity and debt. According to Chambers USA, she is “terrific on all aspects of IPOs,” not least because she is “an excellent technical lawyer and creates a good working environment” for the multiple players and interest groups involved in such offerings. Most importantly she is sought after because of her practical judgment, deep relationships, and her ability to get things done. She was named a finalist in the Finance Lawyer of the Year category at the inaugural Chambers USA Women in Law Awards 2012. In addition, she repeatedly has been selected for inclusion in The Best Lawyers in America, The International Who’s Who of Capital Markets Lawyers, The Legal 500 US and IFLR1000.

 


PricewaterhouseCoopers:

Wayne re-joined the Firm in 2011 as a partner in the National Professional Services Group and supports US and International clients in addressing complex accounting and reporting matters including those that are unique to the SEC regulatory requirements. He is a member of the Firm’s SEC Leadership Team. Wayne was named to the 2013 Global Accounting Power 50 by the International Accounting Bulletin. He is a member of the Board of Directors of the Association of SEC Alumni and the Advisory Board of PLI’s

SEC Institute.

From 1997 to 2007, Wayne was a Partner in the National Professional Services Group where he assisted clients and engagement teams in addressing US GAAP, PCAOB standards and SEC reporting issues primarily for non-US companies. He was also responsible for publishing the Firm’s policy and procedures on matters relating to US GAAP, PCAOB standards and SEC reporting matters relating to non-US companies, and developing training for partners and staff outside of the US. Wayne was a member of the following groups: AICPA International Practices Task Force; PwC Global International Financial Reporting Standards Board; PwC Global 404 Steering Committee. He has worked on many Fortune Global 500 companies.

From 1981 to 1991 Wayne held various positions including senior manager and worked on public and non-public companies in various industries.

US Securities and Exchange Commission – Division of Corporation Finance:

From 2007 to 2011, Wayne was Chief Accountant of the Division of Corporation Finance where he was responsible, in conjunction with other senior officers, for planning and developing polices programs, procedures, and training relating to the financial reporting matters with respect to the work of the Division. He rendered decisions on financial reporting matters relating to the public companies that file with the SEC. He collaborated with the Chief Accountant of the Commission, the Division of Enforcement, and other Divisions and Offices on unique issues and policy matters; worked with other government officials in addressing financial reporting matters. He was responsible for guidance published by the Division on financial reporting matters including the Financial Reporting Manual, guidance for smaller issuers and banks, Compliance and Disclosure Interpretations relating to financial reporting matters, etc. Wayne jointly authorized the issuance of Staff Accounting Bulletins and assisted in drafting a number of Commission rules on a variety of subjects. He worked with the FASB, EITF, PCAOB and IASB in addressing issues of mutual interest. He also served as an observer to the PCAOB’s Standing Advisory Group.

From 1991 t0 1997, Wayne held various positions including Associate Director, Deputy Chief Accountant, Associate Chief Accountant and Staff Accountant.

Publications:

Wayne has published articles in several professional magazines on SEC reporting matters and other accounting/auditing matters including: Accountancy in the UK, Contaduria Publica in Mexico; Der Schweizer Treuhander in Switzerland and The CPA Journal. He is a former member of the Editorial Advisory and Review Board for Accounting Horizons.

Education:

Wayne is a graduate of Alfred University and is a Certified Public Accountant in several states.


Senet S. Bischoff is a partner in the New York office of Latham & Watkins. Mr. Bischoff is a member of the Corporate Department and his practice focuses on corporate finance and general securities and corporate matters.

Profile

 Mr. Bischoff has experience at a broad range of financing transactions, including:

  • High yield bond offerings
  • Leveraged buy-outs
  • Recapitalizations
  • Initial public offerings
  • Distressed debt exchanges
  • Block trades
  • Tax-free debt exchanges

Mr. Bischoff currently serves on the firm’s Ethics Committee, Finance Committee, Women Enriching Business Committee, and Opinions and Confirmations Committee. He previously served on the firm’s Training and Career Enhancement Committee and Associates Committee, and is a former Co-Chair of its Corporate Department in New York. Mr. Bischoff has been recognized by Chambers USA as a leading capital markets attorney from 2014 – 2018 and The Legal 500 US from 2010 – 2018. He was included in the 2011 – 2014 editions of New York Super Lawyers as a Rising Star in the area of Corporate Finance and Securities.

Experience

Mr. Bischoff represents underwriters, placement agents, initial purchasers, issuers, and other parties in public and private, secured and unsecured, investment grade, high yield, and convertible debt and equity offerings of all kinds in a broad array of industries, including:

  • Retail
  • Gaming
  • Natural resources
  • Pharmaceuticals
  • Hospitality
  • Manufacturing
  • Real estate development
  • Energy
  • Healthcare
  • Insurance
  • Media and telecommunications
  • Technology
  • Defense

He also represents public and private companies in connection with corporate governance, securities law, and financing matters.

Mr. Bischoff also advises investment banks, companies, private equity sponsors, and investors in all manner of other engagements, including SEC, FINRA, NASDAQ, and NYSE filings and compliance; tender offers and consent solicitations; the purchase or sale of distressed debt, restructurings (including exchange offers), and bridge lending, and loan commitments.


Aon’s Professional Services Group is the only insurance broker with a dedicated loss prevention team to serve its law firm clients. As a member of the loss prevention team, Jennifer Finnegan advises Aon’s 275+ law firm clients on risk management, professional responsibility, professional liability, and legal ethics issues. 

Prior to joining Aon in 2018, Jenny was the General Counsel of Herrick, Feinstein LLP, a mid-sized, full service law firm based in New York. Before taking on the General Counsel role, Jenny was a litigation partner at Herrick, focusing her practice on civil litigation for financial institutions and for manufacturers in the pharmaceutical, consumer products, and automotive industries. She has more than 20 years’ experience as a litigator and over 12 years’ experience in professional responsibility counseling and defense of professional liability claims.

Jenny graduated from Georgetown University Law Center in 1995 and earned her undergraduate degree summa cum laude from The College of New Jersey.

She is admitted to practice law in New York, New Jersey, and Washington, DC.


Thomas W. Yang is Managing Director and Associate General Counsel at Bank of America and is co-head of the global team of attorneys that covers the Debt Capital Markets and Equity Capital Markets groups worldwide.  Mr. Yang focuses on both debt capital markets and equity capital markets transactions, as well as U.S. and international regulatory and policy matters affecting the securities industry.  Mr. Yang is the chair of the Primary Markets Committee of the Securities Industry and Financial Markets Association (SIFMA) and is a member of the Corporate Financing Committee of the Financial Industry Regulatory Authority (FINRA).  Prior to joining Bank of America, Mr. Yang was a Director and Counsel in the Transactions Advisory Group at Credit Suisse First Boston from 2000 to 2005 and had practiced law with the firm of Brown & Wood LLP prior to then.


Michael Sackheim is senior counsel in the New York office of Sidley Austin LLP where he concentrates on derivatives regulatory, transactional and enforcement matters.  Michael is a past Chair of the New York City Bar Derivatives Regulation Committee, and he is the managing editor of Futures & Derivatives Law Report (Thomson Reuters, publ.).  Michael is also the co-editor of a new legal treatise, The Virtual Currency Regulation Review (November 2018, Law Business Research Ltd).