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Understanding the Securities Laws 2020


Speaker(s): Adam E. Fleisher, Andrew N. Siegel, Anna T. Pinedo, Ashley Gillespie, Bradley J. Bondi, Brian S. Korn, Catherine M. Clarkin, Charlotte A. Lee, Daniel Klausner, David K. Boston, Dennis J. Block, Douglas I. Koff, Gillian Emmett Moldowan, Jennifer L. Nadborny, June S. Dipchand, Justin Alfano , Kathryn E. Schneider, N. Adele Hogan, Raphael M. Russo, Richard F. Langan, Jr., Risë B. Norman
Recorded on: Jul. 16, 2020
PLI Program #: 279113

 

PRACTICES

Corporate

Capital Markets & Securities

Corporate Governance

EDUCATION

J.D., Harvard Law School, 1994
cum laude

B.A., Amherst College, 1989
magna cum laude

Related Regions

Asia, Europe, India

RECOGNITION

The Legal 500

A partner in the Corporate Department, Raphael M. Russo focuses on capital markets and corporate finance as well as the representation of public companies and investors.

EXPERIENCE

As a member of the Securities Practice Group, Ray has represented issuers and underwriters in connection with initial public offerings, secondary offerings and Rule 144A debt offerings. His transaction experience includes offerings for both domestic and foreign issuers. He also regularly advises issuers and investors in connection with restructurings, recapitalizations and shareholder activism. Ray is recognized by The Legal 500 in Capital Markets.

As part of his domestic and international issuer practice, Ray advises public companies on a range of corporate governance and disclosure issues. He also helps senior management and significant shareholders of public companies implement liquidity and monetization strategies.

He represents financial institutions on transactional and regulatory matters and also provides advice on trading and compliance issues to investment managers.

Ray is a member of the Association of the Bar of the City of New York and has served as a member of its Securities Regulation Committee and Financial Reporting Committee. He is also a member of the Practising Law Institute’s Corporate and Securities Law Advisory Committee. He serves as a trustee for the American Red Cross in Greater New York, where he is a member of the Executive Committee.


Adam Fleisher’s practice focuses on a wide range of global and U.S. corporate transactions.

Adam is a leading capital markets advisor. He has advised on many capital markets offerings, from IPOs to convertible bonds to rights offerings, acting for both issuers and underwriters, as well as advising clients with ongoing reporting obligations and governance considerations.

Adam also has extensive experience as a corporate advisor to alternative asset managers, especially in the areas of governance, succession planning, and the structuring and sale of GP stakes, as well as regulatory compliance, particularly beneficial ownership reporting and insider trading considerations.

In addition, Adam frequently represents buy-side investors, such as hedge funds and sovereign investors, in pre-IPO investments, PIPEs, and similar transactions.

Adam especially enjoys working on novel and complex matters, and frequently works on transactions at the intersection of the above areas, including transactions involving business development companies (BDCs), restructurings/bankruptcies, and use of the public markets by funds.

Adam has numerous publications and speeches to his credit. He teaches a highly regarded advanced capital markets seminar at Yale Law School. Adam also serves as the Vice Chair of the ABA Business Law Section’s International Securities Matters Subcommittee and is a longstanding member of the Practical Law Company U.S. Advisory Board.

Adam has spent his entire legal career at Cleary Gottlieb. 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.


Adele Hogan is a capital markets and mergers counsel who frequently works on regulatory, FinTech and securities offerings matters, including SPACs.  She advises on GRC – governance, risk and compliance – and is active in strategic growth advisory work, including the corporate side of restructurings inside and outside of bankruptcy.

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 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 served as Director – Group Audit (Legal and Regulatory) at Deutsche Bank.  Adele has done strategic consulting work (revenue enhancements, deposit growth, FX, derivatives, mergers) for large banks and led anti-financial crimes investigations, risk framework implementations and corporate governance matters.

Involvement

  • New York City Bar Association (Securities Regulation Committee (former Chair), Financial Reporting Committee (former Chair), Banking Law Committee, Mergers & Acquisitions Committee)
  • New York State Bar Association, Business Law Section (Executive Committee), Securities Regulation Committee, Investment Management Committee
  • American Bar Association, Federal Securities Law Committee
  • Association of Corporate Counsel
  • Women in Derivatives (WIND), 100 Women in Finance, Women in Funds
  • National Association of Corporate Directors (NACD)
  • Society of Corporate Governance Professionals
  • SIFMA (Legal Society and Internal Audit Society)
  • Risk Management Association (RMA)
  • Financial Executives Network Group (FENG)

Education

  • Cornell University Law School, Juris Doctor
  • Cornell University, Bachelor of Arts 


Anna Pinedo is a partner in Mayer Brown’s New York office and co-leader of the firm’s Global Capital Markets 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.

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 Structuring Liability Management Transactions (2018), 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, updated 2019), 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 Institute’s "BD/IA: Regulation in Focus" blog.

Anna has been ranked by Chambers USA as one of America's leading lawyers for Capital Markets: Derivatives and Capital Markets: Structured Products and has been recognized as a notable lawyer for Financial Services Regulation: Broker Dealer (Compliance). Chambers Global has ranked Anna as one of the world's leading lawyers (recommended in Capital Markets: Structured Products). She also is ranked as a “Market Leader” for Capital Markets in the IFLR1000 Guide to Leading Lawyers, the highest individual distinction given by the guide. Anna is ranked as a leading lawyer for Structured finance: derivatives and structured products and listed as a recommended lawyer in Capital markets: debt, high-yield debt, equity, and global offerings, and Structured finance: securitization by the Legal 500 US.


Bradley J. Bondi is a nationally recognized litigation partner and board advisor in Cahill’s litigation department and the Chair of the firm’s White Collar and Government Investigations Practice Group. Securities Docket describes 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 has two decades of experience representing and counseling companies, financial institutions, boards of directors, audit committees, and senior executives in a broad range of investigations and complex business litigation, with an emphasis on securities and financial regulations and corporate governance matters. The Legal 500 characterizes Brad as “tenacious, knowledgeable and highly effective” and also with “in-depth knowledge of the SEC and how to deal with it.

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. 


Brian S. Korn is a partner and co-chair of the financial services group at Manatt, Phelps & Phillips, LLP. He is also a member of the firm's capital markets practice group and chair of the digital finance and marketplace lending practice. His practice focuses on corporate finance transactions, including initial public offerings (IPOs), early-stage and start-up venture financings, and mature corporate and high-yield debt finance. He also advises clients on SEC compliance, broker-dealer compliance, corporate swap transactions, blockchain technology and initial coin offerings. Under his leadership, the firm was nominated as “Professional Services Firm of the Year” at the 2018 LendIt Industry Awards and “Law Firm of the Year” at the 2017 LendIt Industry Awards. Brian chairs the prestigious Practising Law Institute’s Marketplace Lending and Crowdfunding conference, the leading legal conference of its kind serving the digital finance industry.

Prior to joining Manatt, Brian co-led the crowdfunding and peer-to-peer lending practice at a major international law firm. Brian has also previously served as head of Equity Capital Markets and Syndicate Compliance at Barclays Capital and as senior vice president and assistant general counsel at Citigroup Global Markets, Inc. He has extensive experience representing issuers and underwriters in investment banking and capital markets transactions, including transactions involving equity, debt, hybrid/convertible and preferred securities, derivatives and foreign exchange. He has executed several IPOs and other equity value monetization transactions, such as spin-offs, split-offs and carveout transactions. He also has extensive experience in sponsor-leveraged buyouts and bank/bond acquisition financing.

Brian has made multiple appearances on Fox Business Television, Bloomberg, CCTV America and National Public Radio commenting on the JOBS Act, including its impact on crowdfunding, peer-to-peer lending, IPOs and market trading dynamics. Brian was recently selected to serve on the advisory board of the Lexis Practice Advisor (LPA), an online product providing legal and market insights and practical guidance for attorneys. He is a graduate of the University of California at Berkeley and the Northwestern University Pritzker School of Law.


Charlotte A. Lee is the Managing Consultant, SVP, Executive Coach and ICEO Advisor in the New York office of Lee Hecht Harrison, one of the world’s largest outplacement firms, with over 300 offices in 67 countries. In her role, she is responsible both for leading the New York City and Stamford, Connecticut offices as well as for coaching senior executives through career transition in a variety of industries including financial services, consumer products, legal, telecom, media and professional services. Additionally, Charlotte provides leadership development coaching for senior executives currently in roles.  In 2014, she was one of three recipients of the Firm’s Global Coach of the Year Award for “Exceptional Consulting/Coaching Performance.” In 2015, she was awarded the Firm’s Superstar award for the number one coach in the Northeast.

Prior to Lee Hecht Harrison, Charlotte was the Lead Consultant of the New York office of DBM, where she led a team of coaches working with executives from global Fortune 1000 companies.  Prior to DBM, she worked as a management consultant specializing in strategic planning, organizational development and marketing, and served as a career coach to senior executives.  She has served as the Executive Director for five not-for-profits, including Habitat for Humanity, where she was the President for eight years. She currently serves on the Board of Directors of TruFund, Inc., and has been active with the National Kidney Foundation, having donated her kidney several years ago. An investment banker for more than 15 years, Charlotte worked at Credit Lyonnais Securities in Mergers and Acquisitions, in Corporate Finance at Alex. Brown and Sons, and at Kidder, Peabody & Co.

Ms. Lee has appeared on CNBC, Bloomberg radio and NPR, and has been interviewed by the Wall Street Journal, the New York Times and Yahoo Finance.  She was a panelist for discussions of the role of social media in career development for Fordham Law School and ASCEND, the pan-Asian professional development association.  She has presented on career development and leadership topics at organizations including GE, Deloitte, ING, State Street Bank, RBC, PwC and the Financial Women’s Association.    Ms. Lee is the author of “Bring a Dead Mouse: The Secret to Finding Your Perfect Job,” which has garnered five stars on Amazon.

Charlotte is a certified literacy tutor and has taught conversational English to Chinese-Americans for many years.  She has been active in the New York City public school system since 2002, as a Principal for a Day, the highly successful PENCIL program.  In addition, she volunteers with Hire Heroes, a not-for-profit that assists veterans in getting civilian jobs.  Charlotte holds a Bachelor of Arts from New York University and is certified in Leadership Effectiveness Analysis training.  She lives in New York with her family. In her spare time, she wrote a children’s book “where are you moon” and is working on another book.


Daniel Klausner leads our IPO efforts in our Capital Markets Advisory practice, focusing on advising companies on equity capital alternatives, structure of the IPO, investment bank and equity research selection, development of the equity story, preliminary independent views on valuation, sizing, target investors, timing and the IPO/ equity raising process in general.  Daniel is the CMA Leader and advises companies as an “Independent Advisor” to provide clients with independent and objective advice on equity capital markets decisions that are critical to navigating and positioning the company for success in the capital markets.

Prior to joining PwC, Daniel was Head of Equity Corporate Finance, Americas in Equity Capital Markets Origination at UBS Investment Bank as an Investment Banker where he led the origination and execution of lead-managed equity products.  He advised clients on marketing/positioning, valuation, structuring, capitalization, projections, due diligence, corporate governance, timing and pricing strategy. Daniel has advised 100+ clients on more than $150 billion of financings across a wide array of strategic financing activities including IPOs, follow-on offerings, carve-outs, spin-offs, block-trades, equity-linked and private placements.  He brings broad expertise across a range of industries including healthcare/biotech, oil and gas, consumer and retail, financial institutions, industrials, technology and media. 

At UBS Investment Bank, Daniel was a permanent member of the Equity Commitment Committee which approved all equity transactions.  Daniel previously worked at Morgan Stanley – as a senior member of the Corporate Finance Group in Investment Banking advising clients on Equity, High Yield and M&A; Lehman Brothers – in Global Industries Investment Banking Coverage; and Merrill Lynch – as an Investment Banker in Industrial Coverage.

Daniel is frequently quoted in the Wall Street Journal, Bloomberg, PitchBook, Institutional Investor and Reuters on Capital Market topics and market activity.

Daniel holds a B.S. in Economics from The Wharton School at The University of Pennsylvania where he graduated magna cum laude and an MBA from The Tuck School of Business at Dartmouth College.


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.


Dennis J. Block is the Sr. Chairman of Global M&A at Greenberg Traurig, LLP, specializing 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 served as 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), 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 life member of the American Law Institute. Mr. Block is a frequent author and lecturer on corporate governance, the business judgment rule, mergers and acquisitions, federal securities laws, corporate litigation, indemnification and insurance of corporate officers and directors, the attorney-client privilege and professional responsibility.  Mr. Block is a graduate of Brooklyn Law School where he has served since 1999 as an Adjunct Professor teaching Advanced Corporate Law.  Before entering private practice, Mr. Block was a Branch Chief of Enforcement in the New York Regional Office of the Securities and Exchange Commission.  Mr. Block is a member of the Board of Trustees of Brooklyn Law School. 


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 a partner in Shearman & Sterling’s Compensation, Governance & ERISA practice. She advises companies, boards of directors, executives and investors on compensation and benefit matters, including equity-based incentives, deferred compensation programs and employment, retention and severance arrangements. Her practice focuses in particular on issues that arise at the intersection of human capital management and corporate governance and in securities offerings and mergers and acquisitions transactions. She regularly counsels clients on disclosure, trading rules (including Section 16) and the negotiation of executive employment arrangements. Gillian also advises on the applicability of federal securities law, tax law and general employment-related legal issues.


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.


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.

Education

  • J.D./M.B.A., University of Toronto, 2006 (Dean’s List, Rotman School of Management)
  • M.A.Sc. (Mechanical Engineering), University of Toronto, 2001 (NSERC Sponsored)
  • B.Eng. (Mechanical), Technical University of Nova Scotia, 1998 (with distinction)
  • B.Sc. (Mathematics), Dalhousie University, 1995 (cum laude)

Publications

“An Investigation into the Effects of CNG-Gasoline Operation on EGO Sensor Behavior and Deterioration,” 2001 (M.A.Sc. Thesis) National Library of Canada - Bibliothèque nationale du Canada


Justin Alfano currently serves as Director and Associate General Counsel in Deutsche Bank AG's Litigation and Regulatory Enforcement group, where he manages international investigations and related regulatory enforcement matters, monitorships, class actions and commercial litigation concerning such topics as market manipulation, antitrust collusion and fraud.  Justin regularly appears before enforcement, competition and supervisory authorities, and he has provided classroom training to front-office staff globally on antitrust and market conduct best practices.

Prior to joining Deutsche Bank, Justin was a senior attorney in the Enforcement Division of the U.S. Securities & Exchange Commission, New York Regional Office, where he investigated and litigated violations of the federal securities laws, including Foreign Corrupt Practices Act and offering fraud matters.

Justin began his career at the Milbank, Tweed, Hadley & McCloy LLP firm, representing institutional and individual clients in litigation and regulatory matters arising out of the financial crisis, with a focus on matters involving complex structured products.  

Justin graduated magna cum laude from Hofstra University School of Law and served as a law clerk to the Honorable Cathy Seibel of the United States District Court for the Southern District of New York.


Kathryn E. Schneider, most recently VP & Deputy General Counsel of a NASDAQ-traded NYC-based healthcare technology company, has also had extensive executive legal experience at S&P 500 and FORTUNE Global 25 global financial services companies, principally at Chubb/ACE and AXA/Equitable. Her practice focuses on corporate, securities, regulatory, board/corporate governance, mergers & acquisitions, compliance and corporate foundation/non-profit matters.

Ms. Schneider earned a J.D. (Editor-in-Chief, Columbia Business Law Review) and B.A. (in mathematics, summa cum laude, Phi Beta Kappa) from Columbia University, as well as a Women in Leadership executive management certificate from Cornell University.

Ms. Schneider’s extensive civic and community service has included membership on four New York City Bar Association committees (including Securities Regulation and Information Technology). She currently serves as a member of the New York Appleseed Board of Directors, the U.S. Presidential Scholars Alumni Association Board of Directors, and the Columbia Law School Board of Visitors.

As the longtime musical director of the 115-voice New York City Bar Chorus, Ms. Schneider devised virtual rehearsal techniques early in the COVID-19 crisis that have been widely cited by national choral organizations and industry blogs and utilized by groups worldwide.

LinkedIn profile: www.linkedin.com/in/kathryneschneider


Risë Norman is a Partner at Simpson Thacher & Bartlett LLP in the Firm’s Corporate Department, where she represents a broad range of corporations, investment banks and other financial institutions engaged in capital markets transactions involving initial public offerings, follow-on equity offerings, high yield and investment grade debt offerings and restructurings, as well as in mergers and acquisitions and leveraged buyout transactions. She also advises such clients with respect to corporate governance, securities laws and general corporate matters.

Risë has advised, among others, The Hershey Company, Peabody Energy Corporation, TRW Automotive and Unisys Corporation. She has also represented:

  • Vanguard Health Systems and its majority shareholder, Blackstone, in its initial public offering and NYSE Listing and $350 million debt offering
  • ITC Holdings Corp. and its majority shareholders, and KKR and Trimaran, in its initial public offering and NYSE Listing and $267 million debt offering

In addition, Risë represents major investment banking firms in public and private offerings of equity and debt securities. She recently represented:

  • Underwriters in secondary offerings of common stock by SBA Communications Corporation
  • Initial purchasers in debt offerings by Covanta Holding Company
  • Underwriters in debt offerings by Berkshire Hathaway, Inc.
  • Underwriters in an $11.0 billion debt offering by Broadcom Inc. in addition to other transactions

Risë became a member of Simpson Thacher in 1998. From June 1997 to November 1997, she practiced in the Firm’s Hong Kong office.

Risë is a former member of the Securities Regulation Committee, a former member of the Financial Reporting Committee of the Association of the Bar of the City of New York, and a current member of the Business Law Section of the American Bar Association. She sits on the Board of Visitors of Stanford Law School, was the Area Enrollment Director for the Dartmouth Alumni Association of New York, and is a member of the Executive Committee of the Lawyers Division of the UJA-Federation. In June 2016, Risë participated in the Inaugural Women in Law Hackathon, a competition created by the Diversity Lab in collaboration with Stanford Law School and Bloomberg Law, to generate innovative ideas and solutions that will lead to greater retention and advancement of experienced women in law firms. Risë was named a recommended lawyer by The Legal 500 United States for her capital markets work and a 2013 BTI Client Service All-Star by BTI Consulting Group for delivering superior client service to Fortune 1000 clients. She has also been recognized by Super Lawyers 2013 – 2019.

Risë received her A.B., magna cum laude, in 1985 from Dartmouth College where she was elected to Phi Beta Kappa. She earned her J.D. from Stanford Law School in 1988 where she was an Articles Editor for the Stanford Law Review. From 1988 to 1989, Risë was a Law Clerk to the Hon. Jesse E. Eschbach, U.S. Court of Appeals for the Seventh Circuit.


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.


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.


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.