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SEC Amends Business Acquisition and Disposition Disclosure Rules


Speaker(s): Laura D. Richman, Michael L. Hermsen, Ryan Castillo
Recorded on: Jul. 7, 2020
PLI Program #: 303811

Frederick Ryan Castillo is counsel in Mayer Brown’s New York office and a member of the Capital Markets practice. His work focuses on securities and corporate finance transactions. Ryan advises issuers, investment banks and sponsors in connection with public offerings and private placements of debt, equity and hybrid securities, including initial public offerings, follow-on offerings, investment grade and high-yield debt offerings, private investment in public equity, tender and exchange offers, consent solicitations, medium term note programs and other capital markets transactions in the United States, Canada and the Euro markets. He represents companies and financial intermediaries involved in a broad range of industries, including financial services, technology, telecommunications, retail, life sciences, real estate and energy.

Ryan earned his Master of Laws degree with a concentration in international finance from Harvard Law School, where he served as an editor of the Harvard Business Law Review. He earned his JD with honors from the Ateneo de Manila Law School, where he served as captain of the World Champion team in the 45th Philip C. Jessup International Law Moot Court Competition. He holds a BA in Economics, with honors, from the Ateneo de Manila University. Ryan was previously an associate in the capital markets group of another global law firm in New York. Prior to that, he was a corporate associate in a regional law firm headquartered in Singapore, where he worked on capital markets and cross-border transactions for clients across the Asia-Pacific.

Ryan is co-author of Navigating the JOBS Act: A Quick Guide to Financing Alternatives (forthcoming 2020) and author of Non-GAAP Explained (2017), published by the International Financial Law Review. He regularly writes on securities law issues and has authored a number of capital markets-related pieces, including Debt Capital Markets in the United States: Regulatory Overview (2019) published by Practical Law, Top 10 Practice Tips: Comfort Letters (2018) published by Lexis Practice Advisor and The Coconundrum (2011) published by the Harvard Business Law Review.

Ryan is ranked as a “Rising Star” for Capital Markets: Debt and Capital Markets: Equity in the United States by IFLR1000 2020 and IFLR1000 2019.  The Legal 500 US 2020 also ranks Ryan as a “Rising Star” and recommended lawyer for Capital Markets: Debt.

 

Areas of Focus


Mike Hermsen has an extensive practice that focuses on securities matters, including the representation of issuers in securities offerings and liability management transactions, corporate clients in connection with compliance, reporting and stock exchange matters and companies, boards of directors and management on, among other things, corporate governance matters and executive compensation disclosures and reporting.

Prior to joining Mayer Brown in 1994, he had extensive experience with the US Securities and Exchange Commission in Washington, DC. In the SEC’s Division of Corporation Finance he served as Assistant Director (1992-1994), Special Counsel (1990-1992) and Attorney/Advisor (1986-1990). He also has accounting and audit experience with a then-Fortune 500 manufacturing corporation.

Mike has been included in The Best Lawyers in America in the practice areas of Securities/Capital Markets Law and Securities Regulation for over a decade and Legal 500 recommends Mike in “Capital Markets – Equity Offerings” noting Mike has “unsurpassed knowledge of SEC rules.”   In addition, Mike is frequently cited in the media regarding new regulatory initiatives.

Education

  • University of Wisconsin Law School, JD, 1986.
  • Marquette University, MBA, 1982, BS, 1980.


Laura Richman is counsel in Mayer Brown’s corporate & securities practice.  She has a wide-ranging corporate and securities practice, with a strong focus on corporate governance issues and public disclosure obligations. Laura’s practice includes Securities and Exchange Commission reports, such as proxy statements and annual, quarterly and current reports. She advises on executive compensation disclosure, insider trading regulation and Dodd-Frank and Sarbanes-Oxley compliance. Laura represents listed company clients with respect to stock exchange compliance matters. She advises clients on governance policies and other board and shareholder matters. In addition, her practice includes representing clients on transactions such as securities offerings and mergers and acquisitions, as well as providing general securities, corporate, limited liability company and contract advice. Laura has practiced with Mayer Brown since 1981.

With regard to securities transactions, Laura represents issuers and underwriters in public and private offerings of debt and equity securities (both initial public offerings and offerings of seasoned, public companies), including guidance on federal and state securities law compliance. She also advises issuers in connection with the securities law aspects of employee benefit plans and dividend reinvestment plans.

Other transactional matters in which Laura represents corporate clients include acquisitions and dispositions of assets or stock, restructurings (such as holding company formation) and going-private transactions. She also advises investors in leveraged buyout transactions, and represents financial institutions that take equity positions in companies. Laura advises clients on shareholder rights plans and anti-takeover protection provisions.

In addition to her governance and transactional practice, Laura counsels clients on day-to-day corporate questions. She drafts and reviews contracts and other corporate documentation, prepares terms and conditions of sale, provides guidance on limited liability company and other limited liability entity issues, and assists clients with various regulatory issues. Laura was named an Illinois Super Lawyer for Business/Corporate in 2006 and 2008.

Education

Yale University, BA, magna cum laude

The University of Chicago Law School, JD

 

Admissions

Bar

Illinois