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Drafting Securities Filings 2012


Speaker(s): Gideon Schor, Janet L. Fisher, Jay Ingram, Jeffrey D. Karpf, Jeffrey S. Hochman, Keir D. Gumbs, Mark A. Borges, Maura Barry Grinalds, N. Adele Hogan, Steven V. Bernard, Vasiliki B. Tsaganos, William J. Chudd
Recorded on: Sep. 27, 2012
PLI Program #: 35053

Maura Barry Grinalds represents corporations and individuals in a wide variety of complex disputes, including securities, corporate, commercial litigation and class actions in federal and state courts, as well as U.S. and international arbitration proceedings. Ms. Grinalds has represented both plaintiffs and defendants in a broad array of matters, including claims for breach of contract, fraud, breach of fiduciary duty, tortious interference, antitrust issues, and civil RICO, CROA and ECPA violations, as well as other statutory claims.


In the area of securities litigation, Ms. Grinalds has successfully obtained the dismissal of numerous federal securities class actions on behalf of public companies, individual directors, and officers and/or underwriters. Ms. Grinalds has represented clients through all phases of federal securities class actions. She also represents registrants and individual directors and officers in regulatory proceedings and investigations before the U.S. Securities and Exchange Commission. In addition, Ms. Grinalds has advised clients in connection with Sarbanes-Oxley whistleblower proceedings before the U.S. Department of Labor. She also frequently represents publicly traded companies and directors and officers in shareholder litigation in state courts.

Ms. Grinalds has extensive experience representing clients in arbitration proceedings before U.S. and international arbitration bodies, including the American Arbitration Association/International Centre for Disputes Resolution (ICDR). These matters have included extensive evidentiary hearings as well as proceedings in state and federal trial and appellate courts to compel or enjoin arbitrations and to enforce orders of arbitral tribunals.

Ms. Grinalds is a two-time recipient of the Legal Aid Society award for outstanding pro bono public service and is an active volunteer for the Innocence Project, for which the firm was honored at the 2010 Innocence Project Celebration of Freedom and Justice. She serves on a hearing panel of the Departmental Disciplinary  Committee of the New York State Supreme Court, Appellate Division, First Department. She also is a member of the firm’s Summer Associate Committee.

Ms. Grinalds was selected for inclusion in The Best Lawyers in America 2012.


Janet L. Fisher is a partner based in the New York office.

Ms. Fisher's practice focuses on corporate finance transactions and securities law matters, including public and private debt and equity offerings in the United States and elsewhere for domestic and foreign issuers, financings related to corporate restructurings and joint ventures. Ms. Fisher represents both corporate issuers and investment banks and has extensive experience in the regulation of investment companies and investment advisers, as well as the creation and operation of private equity funds in the United States and abroad. Ms. Fisher's transactional work has included representation of the underwriters in connection with the privatizations of China Southern Airlines and Credit Lyonnais and the Central Bank of the Philippines in its inaugural Yankee bond offering. Recently, Ms. Fisher's practice has focused on matters of corporate governance, and she regularly advises a number of Fortune 500 companies as to board structure and practices and other governance and compliance matters, including under the Sarbanes-Oxley Act.

Ms. Fisher lectures and is widely published on various aspects of the U.S. securities laws and other corporate finance topics. She is a co-author of The Sarbanes-Oxley Act: Analysis and Practice (Aspen Publishers, 2003). Ms. Fisher is recognized as a leading securities lawyer by The Best Lawyers in America.

Ms. Fisher joined the firm in 1984 and became a partner in 1993. From 1994 to 1997, she was resident in the Hong Kong office. She received a J.D. degree, cum laude, from the University of Chicago Law School in 1984, a Masters of Arts from Princeton University in 1981, and an undergraduate degree, magna cum laude, from Smith College in 1979.

Ms. Fisher is a member of the Bar in New York. Her native language is English, and she is fluent in French. 


Vasiliki B. Tsaganos is a corporate partner resident in Fried Frank's Washington, DC office. 

Ms. Tsaganos concentrates her practice in corporate transactions and securities matters. She has broad experience in a variety of financing transactions, representing issuers, underwriters and selling stockholders, including public offerings and private placements. She also regularly counsels clients on a wide variety of corporate governance, securities law compliance and other general corporate matters. 

Ms. Tsaganos is a co-editor of The Practitioner's Guide to the Sarbanes-Oxley Act, published by the American Bar Association. She has written articles in numerous publications, including Compliance Week, the Journal of Investment Compliance, Insights and the Securities Regulation Law Journal

Ms. Tsaganos is recognized by Legal 500 in Finance: Capital Markets: Equity Offerings - Advice to Managers. She was a finalist for the Washington Business Journal's 2008 Top Washington Lawyers Award.

Ms. Tsaganos is Chairperson of the Board of Directors of the National Law Center on Homelessness and Poverty. She is also a member of the Dean's International Council of the Harris School of Public Policy of the University of Chicago.

Ms. Tsaganos received her JD from Northwestern University School of Law in 1990, where she was a note and comment editor of the Journal of International Law and Business. She received her BA, magna cum laude, from The American University in 1987.


Adele Hogan is a capital markets lawyer and strategic advisor who frequently works on regulatory, structured finance, mergers and acquisitions and FinTech matters, including blockchain.  She currently represents a large bank as it expands its foreign exchange and derivatives business, implements enhanced risk frameworks and expands its Fintech business, including blockchain, as well as considers other business initiatives and deposit growth.  She specializes in GRC – governance, risk and compliance – and in strategic growth advisory work.

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

Education

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


Gideon Schor is a partner in Wilson Sonsini’s New York office, where his practice focuses on securities and commercial litigation, intellectual property, appeals, compliance matters, white collar crime, and internal investigations.

As a securities litigator, Gideon has had numerous victories, including dismissal of a securities fraud action against LifeLock in the District of Arizona, dismissal of a Section 11 action against Xinhua Finance Media in the Southern District of New York, dismissal of an M&A action against Goldman Sachs in Hawaii state court (followed by a fee award to Goldman Sachs of $1.1 million), and dismissal of a derivative action against Hewlett-Packard in the Northern District of California followed by an affirmance in the Ninth Circuit. In Delaware M&A actions against 3Com, Gideon won a denial of expedition followed by a denial of both expedition and interlocutory appeal. In 2007-08, Gideon represented Facebook and Mark Zuckerberg in Facebook et al. v. Eduardo Saverin. Currently, Gideon represents Google and its directors in class action and derivative litigation in the Delaware Court of Chancery.

As an appellate litigator, Gideon has won dozens of cases. Most recently, Gideon persuaded the Second Circuit to vacate a decision denying recovery against a preliminary injunction bond. Adopting Gideon's argument, the court concluded that the American Rule does not bar recovery of attorney's fees spent complying with a wrongful preliminary injunction—the first such holding in the federal courts. On remand, the district court granted recovery of the bond in full, and Gideon persuaded the Second Circuit to affirm. Gideon also represents numerous clients in appeals to the Federal Circuit.

In the U.S. Supreme Court, Gideon successfully petitioned for certiorari and argued in U.S. ex rel. Eisenstein v. City of New York, which concerned appellate jurisdiction. Gideon has also made numerous amicus filings, including a brief on behalf of geneticist Eric Lander that the Justices mentioned repeatedly at oral argument in Ass'n for Molecular Pathology v. Myriad Genetics (AMP). The arguments adopted by the AMP Court mirror those in Gideon's amicus brief.

Gideon joined Wilson Sonsini Goodrich & Rosati from Credit Suisse First Boston (CSFB), where he served as director of litigation for the Americas from 2003 to 2005. During his tenure, he was responsible for the company's civil litigation docket in North and South America, specializing in securities underwriting, investment banking, derivatives, asset management, and real estate. He conducted numerous internal investigations, chaired CSFB's e-discovery project, and worked with counsel at other banks on industry-wide matters.

Prior to CSFB, Gideon spent 13 years in the civil division of the U.S. Attorney's Office for the Southern District of New York, where he was appointed chief appellate attorney in 1999. He supervised all of the federal government's civil appellate litigation in the U.S. Court of Appeals for the Second Circuit, including recommendations to the U.S. Solicitor General concerning Supreme Court review. Besides litigating more than 200 appeals, he maintained a steady trial practice, representing dozens of federal agencies in complex regulatory and constitutional matters and focusing on commercial fraud, the False Claims Act, and civil RICO. In 2001, he received the Justice Department's Award for Superior Performance. His work in the government resulted in 99 reported decisions and 50 other Web-accessible decisions.

From 1989 to 1990, Gideon clerked for the Honorable J. Edward Lumbard of the U.S. Court of Appeals for the Second Circuit.

A frequent lecturer on electronic discovery, Gideon has been an adjunct professor at New York Law School and Fordham Law School, where he taught conflict of laws and legal writing, respectively. Gideon has also served on the Amicus Committee of the Securities Industry Association.


Jay Ingram is a Legal Branch Chief in the Division of Corporation Finance at the U.S. Securities and Exchange Commission. 

In overseeing the disclosure review program for one of the Division’s specialized industry offices, Mr. Ingram directs and supervises the work of the attorneys and financial analysts engaged in the analysis and review of filings made under the Securities Act of 1933 and the Securities Exchange Act of 1934. 

Prior to joining the Commission, Mr. Ingram clerked for the Honorable James E. Boasberg, then of the Superior Court of the District of Columbia and presently District Judge of the United States District Court for the District of Columbia.  Prior to that, Mr. Ingram clerked for the Honorable Judith E. Retchin of the Superior Court of the District Columbia. 

He received his J.D. in from the American University, Washington College of Law and his B.A from Washington and Lee University.


Jeffrey D. Karpf is a partner in Cleary Gottlieb Steen & Hamilton’s New York office.  Jeff’s practice focuses on corporate and financial transactions and board advisory matters.

Jeff joined the firm in 1994 after graduating from Stanford Law School and became a partner in 2003.

Jeff regularly represents issuers and investment banks on initial public offerings, public and private debt, convertible, investment grade and high yield debt, equity financings, structured securities and equity derivatives – as well as liability management, including issuer tender offers, public and private exchanges offers related to corporate restructurings, acquisitions, and consent solicitations. He also has a broad corporate advisory practice and regularly advises on corporate governance matters, including board structure and practices. He has extensive experience with securities regulatory issues and the development of new financial instruments and products.

Jeff is on the 2019 Securities Regulation Institute Planning Committee and regularly writes and speaks on a variety of capital markets and securities law topics. He has been recognized as a leading lawyer by Chambers Global, Chambers USA, The Legal 500 U.S. and IFLR, as well as a Capital Markets MVP by Law360.

Clients describe him as a "great problem solver" and add: "He has great market knowledge, and is very practical, accessible and reliable." (Chambers USA)

 


Jeffrey S. Hochman is a partner in Willkie’s Corporate and Financial Services Department. Mr. Hochman specializes in mergers and acquisitions of both public and private companies, public offerings, private equity transactions and general corporate and securities law.  He regularly advises boards of directors and executives regarding corporate governance issues and other sensitive matters.

Over the past several years, Mr. Hochman has worked closely with a broad range of companies, including pharmaceutical, insurance and technology companies.  He advises issuers on ongoing SEC disclosure and other corporate matters, while also representing underwriters in connection with various securities offerings.  Mr. Hochman has also worked on “going private” transactions and special committee assignments, as well as other securities and M&A transactions. 

SELECTED PROFESSIONAL AND BUSINESS ACTIVITIES

Mr. Hochman is a member of the Business Law Section of the American Bar Association.  He has spoken on the Sarbanes-Oxley Act and corporate governance issues, MD&A, negotiating merger agreements and other corporate and securities issues for the Practising Law Institute. 

SELECTED SIGNIFICANT MATTERS

Recent significant transactions include representing:

The Sterling Group in its sale of DexKo Global Inc.
Teva Pharmaceutical Industries Ltd. in its series of three multi-tranche, multi-market offerings of senior notes aggregating $20.4 billion to finance its acquisition of Actavis Generics 
Teva Pharmaceutical in its $6.75 billion aggregate ADS and mandatorily convertible preferred stock offerings
Special Committee of the Board of Directors of WuXi PharmaTech Inc. in its $3.3 billion management-led leveraged buyout
HealthEquity, Inc. in connection with its $147 million IPO and various follow-on offerings 
 
BAR ADMISSIONS

Mr. Hochman is admitted to the Bar of the State of New York. 

EDUCATION

Mr. Hochman received a JD from Columbia University School of Law in 1991, where he was a Stone Scholar.  He received a BS from Columbia University School of Engineering in Chemical Engineering and a BA (magna cum laude in Chemistry) from Yeshiva University in 1988.


Keir Gumbs is Associate General Counsel, Global Corporate, M&A and Securities, and Deputy Corporate Secretary at Uber Technologies, Inc.  Prior to joining Uber, he was a partner in the corporate and securities practice at Covington & Burling LLP. Keir started his career at the SEC, where he served for six years - first as a staff attorney, later as a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance and finally as counsel to SEC Commissioner Roel Campos. 

Keir is recognized as a leading authority on securities regulation and corporate governance who represents a cross-section of constituencies in securities and governance matters, including companies ranging in size from Fortune 50 companies to venture-backed firms, as well as public pension funds, hedge funds, faith-based investors and trade associations. 

Honors and Rankings

  • Most Influential Black Lawyers, Savoy Magazine (2015)
  • Who’s Who Legal, Corporate, M&A and Governance (2015)
  • "D.C. Rising Star”, National Law Journal (2014)
  • DC Super Lawyers, Securities & Corporate Finance (2014-2015)
  • "Trailblazers Under 40", National Bar Association (2014)
  • America's Leading Business Lawyers, Securities: Regulation: Advisory (2012-2015), Chambers USA
  • “2011 Rising Star of Corporate Governance”, Millstein Center for Corporate Governance and Performance
  • Selected as one of the "People to Watch" in the National Association of Corporate Directors 2011 and 2012 “Directorship 100”


Mark A. Borges is a principal with Compensia, Inc., a management consulting firm providing executive compensation advisory services to compensation committees and senior management of knowledge-based companies. From April 2003 until September 2007, he was a principal for Mercer in the firm’s Washington Resource Group in Washington, DC. Previously, Mr. Borges was a Special Counsel in the Office of Rulemaking, Division of Corporation Finance with the United States Securities and Exchange Commission.  Before that, he was General Counsel for ShareData, Inc.  Mr. Borges practiced law with the firms of Ware & Friedenrich (now DLA Piper) from 1987 to 1992 and Pillsbury, Madison & Sutro (now Pillsbury Winthrop) from 1982 to 1987.  From 1981 to 1982, he served as law clerk to the Honorable Marion T. Bennett of the United States Court of Claims in Washington, DC.

Mr. Borges is the author of SEC Executive Compensation Disclosure Rules (2nd Ed.), published by the American Bar Association, and a co-author of the Lynn, Borges & Romanek Executive Compensation Disclosure Treatise and Reporting Guide. He is also an Adjunct Professor at the Georgetown University Law Center, teaching a course of the securities law aspects of executive compensation.

A California native, Mr. Borges graduated from Humboldt State University in 1976.  He received his J.D. from Santa Clara University in 1979 and an L.L.M. in Taxation from New York University in 1981.  He is a member of the American Bar Association.


Mr. Chudd is a member of Davis Polk’s Corporate Department, concentrating in mergers and acquisitions, joint ventures and related matters. His experience includes a wide variety of U.S. and international mergers and acquisitions transactions, including the following:

  • Comcast in its:
    • pending merger with Time Warner Cable and related transactions with Charter Communications
    • commercial agreements with Verizon Wireless
    • investments in Clearwire with Google, Intel, Sprint, Time Warner Cable and others
  • Shire in its acquisitions of ViroPharama, Lumena Pharmaceuticals, SARcode Bioscience, Lotus Tissue Repair, FerroKin BioSciences and New River Pharmaceuticals
  • MSCI in its acquisitions of IPD Group and RiskMetrics, and its disposition of Institutional Shareholder Services Inc. (ISS)
  • Maidenform on its acquisition by Hanesbrands
  • Ameriprise Financial in connection with its sale of its deposits business to Barclays
  • VF Corporation in its acquisition of The Timberland Company
  • Federal Reserve Bank of New York and the U.S. Treasury in connection with the recapitalization of American International Group (AIG)
  • ExxonMobil in its acquisition of XTO Energy
  • Roche in its going-private acquisition of Genentech
  • PartnerRe in its acquisition of ParisRe
  • Warner Chilcott on the amendment to its global collaboration agreement with sanofi-aventis
  • AstraZeneca in its $16 billion tender offer for MedImmune
  • Credit Suisse in its investment in Ospraie Group

Mr. Chudd has also represented Tailwind Capital Partners and other private equity funds in their acquisitions and investments. Mr. Chudd is currently based in Davis Polk’s New York office.


Steve Bernard is a partner at Wilson Sonsini Goodrich & Rosati, where he specializes in representing U.S. and non-U.S. companies in domestic and crossborder public offerings, mergers and acquisitions, and SEC compliance. Steve has extensive experience in cross-border corporate transactions, including the initial public offering of Trintech Group Plc, which was the first simultaneous duallisting of American Depositary Shares on Nasdaq and the Neuer Markt, the acquisition of Applied Learning Limited, an Australian Stock Exchange-listed company, through a scheme of arrangement, the $1.6 billion sponsored global secondary offering of American Depositary Shares by Infosys Technologies Limited, the public-to-private transaction for Transware Limited, and the structuring and implementation of Logitech International's Global Share Program. His practice includes all aspects of public and private company representation, including private financings and corporate governance. He also has represented underwriters in numerous public offerings and investors in venture capital financings.

Prior to joining Wilson Sonsini Goodrich & Rosati, Steve practiced law with Fried, Frank, Harris, Shriver & Jacobson in New York.