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Understanding the Securities Laws 2020


Speaker(s): Christopher M. Hayden, David R. Clark, Erin Reeves McGinnis, Gary D. Gerstman, Gary M. Brown, John J. Sikora, Jr., Joseph Graves, Lisa R. Bugni, Maggie D. Flores, Mark D. Wood, Matthew J. O'Hara, Michael J. Diver, R. Cabell Morris, Jr., Ritu Vig, Tina K. Diamantopoulos
Recorded on: Sep. 16, 2020
PLI Program #: 301896

Mark D. Wood is head of Katten's Securities practice and concentrates in corporate and securities law. Mark represents public companies, issuers and investment banks in initial public offerings (IPOs) and other public offerings of equity and debt securities and other securities matters.

Mark also represents clients in complex corporate transactions, including tender offers, mergers, acquisitions, dispositions, going-private transactions, private equity investments, joint ventures, strategic alliances and private placements. He is a leading practitioner in representing investors, public companies and placement agents in private investment in public equity (PIPE) transactions. In addition, he also counsels public companies on securities law compliance, disclosures, corporate governance and compensation-related issues. Many of Mark’s clients include middle market and upper middle market companies and investors in the health care, technology, energy, mining, manufacturing and financial services industries.

Mark is a frequent speaker and writer on securities and corporate law topics. He is a registered Certified Public Accountant.


Cab Morris concentrates his practice in capital markets, securities and mergers and acquisitions. He works extensively with companies such as Motorola Solutions, Exelon Corporation (including its seven publicly registered subsidiaries), Hill-Rom, TreeHouse Foods, Newell Brands, GATX Corporation, Raymond James Financial, AMSTED Industries, Roper Technologies and Illinois Tool Works, among others, on securities offerings. He also regularly represents underwriters in public securities offerings, including Goldman, Sachs, Citigroup Global Markets, Morgan Stanley, BofA Merrill Lynch, JP Morgan and Barclays Capital.

In recent years, Cab has represented issuers and underwriters in public and Rule 144A debt (investment grade, high yield, convertible and PIK Toggle) and equity offerings aggregating in excess of $100 billion. He also has been involved in more than 20 initial public offerings for companies in various industries, including biotechnology, gaming, technology, and manufacturing.

He also regularly represents emerging, pre-IPO companies in the technology and pharmaceuticals industries in exempt capital raising transactions.

He also is a certified public accountant and spent several years in the auditing group of PricewaterhouseCoopers.


David R. Clark is a partner in Skadden's Chicago office and focuses on mergers and acquisitions, corporate governance, and other corporate and securities matters. Mr. Clark has advised public and private companies and their boards, real estate investment trusts and private equity firms in negotiated and contested domestic and cross-border mergers and acquisitions, asset sales, spin-offs and reorganizations. Mr. Clark also represents issuers and underwriters in debt and equity securities offerings.

In April 2020, Mr. Clark was recognized by The Deal as a Rising Star for his M&A and private equity work. In addition to his practice, Mr. Clark is active in the community, including with the Lyric Young Professionals of the Lyric Opera of Chicago and the board of directors of the Neighbors of West Loop organization.


Erin Reeves McGinnis focuses her practice on securities transactions, including public and private offerings of securities, 1933 Act filings, 1934 Act reporting, corporate governance, SEC compliance, FINRA compliance, and general corporate matters, with a specific emphasis on real estate investment trusts (REITs). She also has significant experience with “Blue Sky” regulatory matters, as well as working with boards of directors and committees thereof, including agenda-setting. Additionally, she counsels clients seeking to create and raise capital through Qualified Opportunity Funds per the recently-enacted Opportunity Zone program. Her background includes serving in house with an investment and asset management company, where she handled securities-related and general corporate matters for various alternative investment products, as well as managing meetings of boards of directors and various committees.

Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

  • Counsels clients regarding public and private offerings of debt and equity, as well as ongoing compliance with securities laws
  • Focuses on compliance with the Statement of Policy Regarding Real Estate Investment Trusts adopted by NASAA and other "blue sky" securities law issues
  • Represents clients in structuring, negotiating, and documenting mergers and acquisitions (M&A) and other corporate combinations and reorganizations
  • Advises clients on transactions involving limited partnerships, limited liability companies, joint ventures, and other strategic alliances
  • Counsels broker-dealers on compliance with the Financial Industry Regulatory Authority (FINRA) rules and regulations

Education

  • University of Georgia School of Law, JD, cum laude (2009)
  • University of Georgia, BA, Political Science, cum laude (2006)


Gary D. Gerstman is a partner in the firm’s Chicago office. He joined the firm in 1992 and became a partner in 2000. His practice encompasses a wide variety of transactions, including: the representation of purchasers and sellers in mergers and acquisitions involving public and private entities; issuers and purchasers in private equity and debt transactions; strategic alliance and joint ventures; and issuers in public offerings of equity and debt. He is a global co-leader of the Firm’s Technology Industry Group. In IFLR1000 (2011) and The Legal 500 (US) (2009, 2014), Gary was commended for his work in mergers and acquisitions. Gary also regularly advises NYSE and NASDAQ issuers on a broad range of matters, including the federal securities laws, corporate governance and shareholder engagement and activism.

Memberships & Activities

  • American Bar Association
  • Chicago Bar Association

Admissions & Certifications

  • U.S. District Court, N.D. of Illinois - General
  • Illinois

Education

  • Harvard Law School (J.D., 1992, cum laude, Editor, Harvard Law School International Law Journal)
  • Stanford University (A.B., 1989, with honors, with distinction, Phi Beta Kappa)


Gary M. Brown is a partner with Nelson Mullins Riley & Scarborough LLP, where he concentrates his practice in securities, representation of public companies and corporate governance. Prior to joining Nelson Mullins in 2018, he had served for seven years as the Chief Executive Officer of a financial services firm that specialized in the life settlement market and which, during his tenure, acquired and managed life settlement portfolios with over $4 billion (USD) in face amount.

In his thirty-two years of private law practice, Gary has been recognized in both Best Lawyers in America and Chambers – America’s Leading Business Lawyers. In addition, from 1994 until 2011, he taught corporate and securities law at the Vanderbilt University Law School. He also served as general counsel to the Ethics and Compliance Officer Association (now known as the Ethics and Compliance Initiative), then the world’s largest group of ethics and compliance professionals. 

Gary is a frequent instructor at securities programs for the Practising Law Institute, co-chairing one of PLI’s national securities programs, Understanding the Securities Laws and instructing at the SEC Reporting and Practice Skills Workshop for Lawyers. 

During 2002, Gary served as Special Counsel (Minority) to the United States Senate's Governmental Affairs Committee (and also worked with the Committee's Permanent Subcommittee on Investigations (“PSI”)) in its investigation into the causes of the collapse of Enron Corp.   During 2010, he was retained by PSI to assist in its investigation, “Wall Street and the Financial Crisis,” and related televised hearings.  While on those assignments, he provided advice on aspects of both the Sarbanes Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as those pieces of legislation were being debated in the Senate.

Gary has authored numerous publications on securities and compliance issues, including PLI’s Securities Law and Practice Deskbook, which is updated semi-annually, PLI’s Master the 8-K and Master the 10-K and 10-Q, and the chapter “Introduction to Life Settlements” in PLI’s treatise Financial Product Fundamentals. His other publications include: PLI’s Guide to the SEC’s New Executive Compensation Disclosure Rules (Practising Law Institute 2007); The Implications of the U.S. Sarbanes-Oxley Act, (Japanese-German Center-Berlin/ Max Planck Institute For Foreign Private and Private International Law – September 2004, The Oxford Press).


John Sikora is a partner in the Chicago office of Latham and Watkins LLP where he is a member of the Litigation and Trial Department.

Mr. Sikora represents companies and their officers and directors in SEC and FINRA enforcement investigations and examinations.  Mr. Sikora also leads internal investigations related to securities law issues.  Mr. Sikora’s clients include public companies, fund managers, investment advisers, and financial services firms.  Mr. Sikora also advises clients on securities-related compliance. 

Prior to joining Latham & Watkins, Mr. Sikora was an Assistant Director in the Chicago Regional Office and in the Asset Management Unit of the SEC’s Enforcement Division, a national specialized unit that focuses on misconduct by investment advisers, investment companies and private funds.

During his 16-year tenure at the SEC, Mr. Sikora was responsible for supervising all types of SEC enforcement activities, including investigations involving public company accounting fraud and other disclosure violations, misconduct by investment advisers, broker-dealers and auditors, and insider trading. Many of the investigations supervised by Mr. Sikora resulted in parallel prosecutions by the Department of Justice.

Mr. Sikora is a frequent speaker and panelist on securities law issues. Mr. Sikora earned the Chartered Alternative Investment Analyst (CAIA) designation in April 2012.


Lisa R. Bugni is a partner in the firm's Securities and Shareholder Litigation practice. Her practice focuses on a variety of securities litigation matters and other complex commercial and business-related litigation. Ms. Bugni has experience in securities fraud class actions, shareholder derivative suits, M&A litigation, appraisal actions, and post-closing transaction disputes.

Ms. Bugni received her J.D., magna cum laude, in 2003 from the University of Miami School of Law, where she was elected to membership in the Order of the Coif and served as articles and comments editor for the University of Miami Inter-American Law Review. She received her B.A., magna cum laude, in American Studies from the University of Notre Dame in 2000.

Ms. Bugni is admitted to practice before the state courts of Georgia and Florida, the United States Court of Appeals for the Eleventh Circuit and the United States District Courts for the Northern District of Georgia, the Middle District of Georgia, and the Southern District of Florida. She is a member of the Georgia Bar Association, the Florida Bar Association and the Atlanta Bar Association.


Maggie Flores is a corporate partner in the Chicago office of Kirkland & Ellis LLP.  Maggie represents private equity sponsors and other companies in connection with complex business transactions, including structuring and negotiating domestic and international mergers, acquisitions and divestitures, leveraged buyouts, equity and debt financings, recapitalizations and restructurings and executive compensation and incentive equity matters, and counsels clients on a range of general corporate and securities law matters, including periodic reporting and disclosure issues, corporate governance, Section 16 reporting, fiduciary duties and stock exchange listing requirements.  Maggie has also represented issuers and sponsors with respect to initial public offerings, secondary equity offerings and high yield offerings, including the initial public offerings of SunEdison Semiconductor Limited (NASDAQ: SEMI) and CDW Corporation (NASDAQ: CDW), as well as general corporate and securities law counseling.

Maggie graduated summa cum laude from the Indiana University Maurer School of Law in 2011.


Matthew O'Hara is a Partner in the Litigation Practice Group of Freeborn & Peters LLP and Co-Leader of the Firm’s Complex Litigation Group.

Matt is a business trial lawyer who concentrates his practice in the litigation and trial of complex commercial matters in federal and state courts and the representation of law firms and lawyers. He has tried cases involving the federal securities laws, antitrust, breach of fiduciary duty, trade secrets, trademark infringement, breach of contract, contract reformation, license agreements, executive employment, the Uniform Commercial Code, fraud, and criminal defense. He also litigates cases involving private shareholder and partnership disputes, legal malpractice, fraudulent transfers, defamation, and other commercial matters. He has represented clients in investigative proceedings before the Securities and Exchange Commission, the Federal Trade Commission, and the Illinois Attorney Registration and Disciplinary Commission. He is also experienced in briefing and arguing state and federal appeals. In the legal industry, Matt represents law firms and lawyers in litigation, counseling, and disciplinary defense, and serves as an expert witness in cases involving legal ethics and professional liability.

Education

  • J.D., Chicago-Kent College of Law, Valedictorian
  • B.A., Northwestern University, with Honors, English & Economics

Honors & Awards

  • 2019 BTl Client Service All Star.
  • Leading Lawyer for Commercial Litigation and Professional Malpractice Defense Law, Legal/Technical/ Financial, by the Leading Lawyers Network, 2014-2019.
  • Super Lawyers, Business Litigation, by Illinois Super Lawyers magazine, 2012-2019.
  • AV® Peer Review Rating from Martindale-Hubbell.

Community Service

Matt is very active in providing pro bono legal services. In 2008 he was one of the recipients of the Constitutional Rights Foundation Chicago's "Bill of Rights in Action" Award. He has been quoted concerning his pro bono representations in a variety of publications and on a number of news programs, including The New York Times, The Washington Post, The Chicago Tribune, The Los Angeles Times, The Miami Herald, The Wall Street Journal, El País (Spain), ABC (Spain), El Mundo (Spain), Radio Free Europe, The BBC, Radio Nacional Argentina, The American Lawyer, The Chicago Daily Law Bulletin, and the CBA Record.


Ritu Vig is the Chief Legal Officer and Secretary for SP+ Corporation. Ritu joined SP+ in 2018 as Senior Vice President and Deputy General Counsel. Prior to joining the company, she most recently served as Vice President and Associate General Counsel of SEC, M&A, and Compliance for R.R. Donnelley & Sons Company.

Ritu earned her Juris Doctor degree and Bachelor of Science degree in Finance from the University of Illinois and holds a Master of Business Administration from the University of Chicago Booth School of Business.


Tina K. Diamantopoulos currently serves as Counsel to the Regional Director of the U.S. Securities and Exchange Commission’s Chicago Regional Office.  She has held this position since September 2010.  Prior to this appointment, she served as the Senior Special Counsel of Examinations for six years and was responsible for advising the broker-dealer examination program, representing the Commission in dealings with the securities industry, state and federal officials and the public, and handling enforcement referrals.  Prior to that appointment in October 2004, she served for over ten years in the Commission’s Division of Enforcement.  For five of those years, Ms. Diamantopoulos served as a Branch Chief, supervising a group of attorneys. 

During her tenure in the Enforcement Division, Ms. Diamantopoulos investigated, litigated and supervised several distinguished cases involving violations of the federal securities laws, such as financial, internet and offering fraud, sales practice abuses, failure to supervise, insider trading, market manipulation, disclosure issues and pay-to-play.  Ms. Diamantopoulos has also worked with several US Attorney’s Offices across the country and was deputized as a Special Assistant United States Attorney in the District of Minnesota and was co-counsel in a multi-million-dollar criminal jury trial involving securities, mail and wire fraud, and money laundering.

Ms. Diamantopoulos is a member of the Trial Bar for the U.S. District Court for the Northern District of Illinois.  She graduated from Northwestern University School of Law in 1994.  Prior to law school, Ms. Diamantopoulos attended and graduated, cum laude, with a Bachelor of Arts degree in Political Science and a Spanish minor, from Marquette University in 1991.


Christopher M. Hayden is Chief Operating Officer – US in Georgeson’s Proxy Division.  He joined Georgeson in 1995.  During his tenure at Georgeson, he has consulted with many corporations on defensive and offensive tactics in proxy contests, tender offers and other extraordinary transactions.  He advises public companies on corporate governance issues. He also has extensive experience counseling investment management companies facing shareholder proposals and proxy contests. 

Chris also specializes in providing solicitation advice to investment management companies. He routinely counsels closed-end funds engaged in proxy fights, tender offers and rights offerings.  Throughout the course of his career, Chris has managed more than 1,000 closed-end fund shareholder meetings.

Chris is also a principal of Georgeson Securities Corporation where he oversees the firm’s dealer-manager activities.  He holds Series 7, 24 and 63 licenses. 

He received a B.A. in Political Science from Colgate University. He is a member of the Society for Corporate Governance and has been a featured guest speaker at industry events including regional Society chapter conferences, The Investment Company Institute’s Closed-End Fund Conference, Practising Law Institute’s Understanding the Securities Laws program as well as many other law firm and advisor conferences.


Michael J. Diver is the head of Katten's Chicago Securities Litigation and Enforcement practice. He represents public companies, financial services firms and their individual officers and directors, in securities litigation and regulatory matters. A former Branch Chief in the Division of Enforcement of the SEC's Chicago Regional Office, Diver's experience covers a broad array of securities litigation and enforcement matters. He also regularly advises clients in connection with corporate governance matters, internal investigations, financial restatements, SEC regulatory examinations, and Financial Industry Regulatory Authority, Inc. (FINRA) and stock exchange inquiries.


Joseph Graves is Associate General Counsel at CME Group in Chicago focusing on mergers and acquisitions and commercial transactions. Prior to joining CME Group, Mr. Graves was assistant general counsel for M&A at Newmark Grubb Knight Frank and a corporate associate at Skadden, Arps, Slate, Meagher & Flom LLP. At Skadden, Mr. Graves advised public and private companies and private equity sponsors in a variety of corporate matters including strategic and financial acquisitions, divestitures, restructurings and financings.