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Understanding the Securities Laws 2012

 
Author(s): Mark D. Wood, Gary M. Brown, N. Adele Hogan
Practice Area: Corporate & Securities
Published: Oct 2012
ISBN: 9781402418761
PLI Item #: 35176
CHB Spine #: B1981

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.


Ann Beth Stebbins concentrates primarily on mergers and acquisitions. Ms. Stebbins spent eight years in the firm’s London office and has been involved in a variety of cross-border transactions representing acquirers, targets and financial advisors.

Ms. Stebbins’ representative transactions include:

- Amylin Pharmaceuticals, Inc. in its $7 billion acquisition by Bristol-Myers Squibb Company;

- Funds advised by Apax Partners LP in:

  • their acquisition of ECI Software Solutions and the North American business of Exact Group B.V.;
  • their acquisition of a majority stake in Accenture LLP’s Duck Creek insurance software business;
  • their acquisition of a controlling interest in FULLBEAUTY Brands, Inc.;
  • their acquisition of Quality Distribution, Inc.;
  • their acquisition of Advantage Sales & Marketing from J.W. Childs Equity Partners and its subsequent sale to affiliates of private equity firm Leonard Green & Partners, L.P. and funds advised by CVC Capital Partners Limited; and
  • their acquisition of Tivit, a leading technology service provider in Brazil.

- Bally Technologies, Inc., in its $5.1 billion acquisition by Scientific Games Corporation;

- Cineworld Group plc in its $3.6 billion acquisition of Regal Entertainment Group;

- Colfax Corporation in the sale of its fluid handling products to CIRCOR International, Inc. and its acquisition of Victor Technologies Group Inc. from Irving Place Capital;- Pharmaceutical Product Development, Inc. in its $3.9 billion sale to The Carlyle Group and Hellman & Friedman;

- Pharmaceutical Product Development, Inc. in its $3.9 billion sale to The Carlyle Group and Hellman & Friedman;

- SeaCube Containers, Ltd. in its $1.7 billion acquisition by Ontario Teachers’ Pension Plan; and

- the independent members of the board of directors of Time Warner Cable Inc. in its acquisition by Charter Communications.

Ms. Stebbins lectures and participates in seminars on topics related to her practice. She was recognized as an Outstanding Women Leader by Georgetown University Law Center and is the 2018 recipient of the John Carroll Award, the highest honor bestowed upon a Georgetown alumnus.


Anna T. Pinedo is a partner in Mayer Brown’s New York office and a member of the Corporate & Securities 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 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), 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 lnstitute's "BD/IA: Regulation in Focus" blog.


Bryan J. Rose is a Managing Director at Stroz Friedberg and the head of the firm’s New York Office. Mr. Rose is responsible for supervising computer forensics matters, cyber-crime investigations, and electronic discovery assignments involving the preservation, collection, and analysis of electronic data in criminal, civil, regulatory, and internal corporate matters. Mr. Rose also oversees complex white collar investigations involving computer crimes, securities fraud, identity theft, employee misconduct, the theft of trade secrets, and money laundering for Fortune 500 companies and major law firms.

Prior to joining Stroz Friedberg, Mr. Rose served as an Assistant U.S. Attorney in the Eastern District of New York, working in the General Crimes, Narcotics, and Violent Crimes & Terrorism Sections.

During his time at the U.S. Attorney’s office, Mr. Rose frequently prosecuted individuals engaged in serious financial crimes, including money laundering, wire fraud, bank fraud, credit card fraud, health care fraud, bank robbery, and identity theft. In addition, Mr. Rose prosecuted cases targeting international drug traffickers, violent gangs, terrorists, and members of organized crime, many of whom were among the worst criminal offenders and had committed extremely violent crimes, including murder, attempted murder, kidnapping, assault, and arson.

From 2000 to 2002, prior to joining the U.S. Attorney’s office, Mr. Rose served as an Assistant Attorney General in the Office of the Illinois Attorney General, located in Chicago, Illinois. Mr. Rose worked directly for the Solicitor General of the State of Illinois, handling complex appeals in constitutional, civil, and regulatory matters. Mr. Rose briefed and argued numerous federal cases before the U.S. Court of Appeals for the Seventh Circuit, involving challenges to state laws, state regulations, and the conduct of state officials. Mr. Rose also frequently handled civil appellate cases in state courts throughout the State of Illinois.

From 1999 to 2000, Mr. Rose served as a law clerk to the Honorable Joel M. Flaum of the U.S. Court of Appeals for the Seventh Circuit.

Mr. Rose received his B.A., magna cum laude, in History and Religious Studies from Indiana University in Bloomington, Indiana and was elected to membership in Phi Beta Kappa for his academic achievements as an undergraduate. Mr. Rose also received his M.A. in Religious Studies from Indiana University, where he served as an associate instructor in the Afro-American Studies Department while completing his graduate studies. Mr. Rose went on to obtain his J.D., with High Distinction, from the University of Virginia School of Law in Charlottesville, Virginia, where he was named a Hardy Cross Dillard Scholar and served as Editor-in-Chief of the Virginia Law Review.


Chris Paci has substantial experience representing investment banks and US and foreign issuers in a broad range of capital markets transactions. These include registered offerings and private placements of equity, equity-linked, high-yield debt and investment-grade debt securities; and exchange offers, tender offers and consent solicitations. He also has significant experience in merger and acquisition transactions and debt restructurings.

Mr. Paci has worked with companies in many industries, including aerospace/defense, consumer/retail, health care/life sciences, manufacturing, mining and natural resources, technology and telecommunications, often in connection with leveraged acquisitions or recapitalizations. The transactions in which he has been engaged have involved issuers in Europe, Latin America and Asia, as well as in the United States and Canada.
 
Mr. Paci regularly advises company clients regarding SEC reporting and disclosure requirements and corporate governance matters.

The respected publication Legal 500 cites Mr. Paci in two practice areas – Capital Markets: Debt Offerings and Capital Markets: Equity Offerings – and hails him for his “longstanding experience” He has also been named a New York Super Lawyer. Mr. Paci speaks regularly on securities law topics at the Practising Law Institute, Knowledge Congress and other venues.

Before joining DLA Piper, Mr. Paci was a partner in the corporate finance group at King & Spalding LLP and, prior to that, the capital markets group of Shearman & Sterling LLP in New York.


EDUCATION

J.D., Stanford Law School 1989
   Fulbright Fellow, Universities of Rome and Perugia 1986
B.A., Yale University 1982 magna cum laude

ADMISSIONS

New York


Darla Stuckey is President & CEO of the Society for Corporate Governance (formerly the Society of Corporate Secretaries), effective January 1, 2015.  Ms. Stuckey previously served as Executive Vice President & General Counsel, from March 2014 until December 2014.  Prior to that time, she was Senior Vice President, Policy and Advocacy.  She joined the Society in September 2009 and has been responsible for legal, policy, advocacy, research and communication efforts on the Society's behalf, and she serves as the staff liaison to the Policy Advisory Committee of the Society's Board. In her position, she has testified before the House Financial Services Committee on Dodd-Frank governance issues, and is a frequent speaker at both Society, and other, events.

Prior to joining the Society, she was the Senior Assistant Secretary at American Express Company. She also served its Nominating and Governance and Public Responsibility Committees, and the boards of its two wholly owned subsidiary banks. Before joining American Express, Ms. Stuckey was the Corporate Secretary at the New York Stock Exchange, Inc. from 2002-2004 (and the Assistant Secretary from 2000-2002). Ms. Stuckey began her career at Weil, Gotshal & Manges, where she practiced in the Securities Litigation Department for 10 years.

Ms. Stuckey has an BS from Oklahoma Christian College, an MA from University of Oklahoma and a JD from Brooklyn Law School and was a past director of the Society of Corporate Secretaries.


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 Senior Chairman of Global Corporate M&A at Greenberg Traurig LLP, who specializes 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 is 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 and Supplements, 2000, 2001, and 2002), co-author of a monthly column in the New York Law Journal, 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 frequent author and lecturer on corporate governance, the business judgment rule, corporate takeovers, federal securities laws, corporate litigation, indemnification and insurance of corporate officials, the attorney -client privilege and professional responsibility.  Mr. Block is a graduate of Brooklyn Law School, where he serves as an Adjunct Professor teaching Advanced Corporate Law.  Before entering private practice, Mr. Block was a Branch Chief of Enforcement at the New York Regional Office of the Securities and Exchange Commission.     


Douglas I. Koff is co-chair of Schulte Roth & Zabel’s White Collar Defense & Government Investigations Group. Doug represents clients in high-profile civil and criminal proceedings, as well as investigative matters. He 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, antitrust, 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,” “extraordinarily focused and tenacious,” 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.”


Francis C. Marinelli is Senior Counsel and a senior member of the Firm's Public Company Advisory Practice, which advises U.S. and non-U.S. public companies on all aspects of their compliance with the U.S. securities laws and the listing requirements of the major U.S. exchanges. He also advises companies on matters of corporate law generally.

Mr. Marinelli joined Simpson Thacher in 1988, became Corporate Counsel in 1998 and Senior Counsel in 2010. He received a B.A. "with High Honor" and an M.B.A. from Michigan State University in 1973 and 1974, respectively, and received a J.D., cum laude, from the Fordham University School of Law in 1987, where he was a member of the Fordham Law Review. Mr. Marinelli was a Law Clerk to the Honorable Milton Pollack, Senior United States District Judge for the Southern District of New York, from 1987 to 1988.

Mr. Marinelli formerly practiced as a Certified Public Accountant. He received the Elijah Watt Sells Award from the American Institute of Certified Public Accountants in 1977.


Iris Chiu is an Executive Director in the Legal and Compliance Division at Morgan Stanley and is the head of the M&A legal coverage group for the Investment Banking Division in the Americas. She previously practiced corporate law at Davis Polk & Wardwell, specializing in mergers and acquisitions, and clerked for the Honorable Nina Gershon in U.S. District Court in the Eastern District of New York. Ms. Chiu is a graduate of Dartmouth College, A.B., magna cum laude (Phi Beta Kappa) and received her J.D. from Yale Law School, where she served as an Articles Editor for the Yale Law & Policy Review. She is a member of the M&A Committee of the Association of the Bar of the City of New York.


James Lopez is the Legal Branch Chief in one of 12 Assistant Director Offices in the Division of Corporation Finance at the U.S. Securities and Exchange Commission.  Mr. Lopez helps oversee and coordinate the review process of filings by companies in the beverages, apparel, and mining industries.  The review process helps companies in their compliance with the applicable disclosure and filing requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934.  From 2002 to 2005, Mr. Lopez was an associate with the law firm of Wilmer Hale.  Mr. Lopez earned a B.A. from Ohio University and received his J.D. from The University of Cincinnati where he was an associate member of the University of Cincinnati Law Review.


Kenneth L. Josselyn is General Counsel for Finance and Corporate Legal. He joined Goldman Sachs in 1988 as a Vice President in New York and became a Managing Director in 2001.

Prior to joining the firm, Ken was an associate at Sullivan & Cromwell in New York and London.

Ken is past Chairman of the SIFMA Capital Markets Committee and a former member of the Corporate Finance Advisory Committee of FINRA. He is currently a member of the SIFMA Retail Structured Products Committee.

Ken earned an AB from Harvard in 1977 and a JD from Harvard Law School in 1980. He lives in New York.


LAURENCE S. MOY is a partner with Outten & Golden LLP ("O&G") and has been practicing law almost exclusively in the area of representing individuals in employment matters since 1985. He co-chairs O&G's Securities and Financial Services Industry practice group, and enjoys representing clients and groups of clients in these highly specialized fields.

Mr. Moy has extensive experience in arbitration before FINRA, the NASD, the NYSE, and the AAA, as well as trials, appeals, and other litigation experience before federal and state courts concerning employment and general commercial litigation disputes. For each year since 2006, he has been selected by his peers as one of the New York Area's Best Lawyers, as featured in New York Magazine, and as one of New York's Super Lawyers - Manhattan Edition. The Asian American Business Development Center has also named Mr. Moy as one of the 2007 Outstanding 50 Asian Americans in Business.  In 2010, Mr. Moy was elected as a Fellow to the College of Labor & Employment Lawyers.

Mr. Moy has been lead trial attorney on a number of successful litigation cases brought on behalf of individual clients.  In perhaps the largest arbitration result obtained in an employment case, Mr. Moy led a trial team, together with partners Wayne Outten and Tammy Marzigliano, in a complex, international arbitration case, which concluded with a two-week trial/hearing. On behalf of their clients, the team won an arbitration award against a major financial institution exceeding $70 million. 

In another matter, after more than a year of proceedings, Mr. Moy and Mr. Outten led a trial team in a two-week trial in a vigorously contested arbitration case against financial services giant Deutsche Bank, winning $18.9 million in damages, interest, and expenses. This American Arbitration Association award represents one of the largest arbitration awards in an employment case.

In addition to litigation, Mr. Moy actively handles many transactional and negotiation matters.  Mr. Moy has successfully mediated and otherwise negotiated many matters both within and outside of the employment context. These negotiations have included the review and preparation of employment contracts and compensation guarantees, as well as severance agreements and other exit arrangements for executives and other professionals.

Before joining O&G, Mr. Moy was a partner with the firm of Liddle & Robinson, L.L.P., a highly regarded trial and litigation firm. He has been selected for a number of projects, panels, and committees involved in educating arbitrators, mediators, administrators, major employers, and other lawyers concerning the arbitration and litigation of employment disputes.

In 2007 and 2008, Mr. Moy served on the FINRA Employment Arbitration Task Force. The Task Force -- comprised of the President of FINRA Dispute Resolution, other FINRA officers and staff, arbitrators, and counsel representatives for employer members and employee members -- considered ways in which the Code of Arbitration Procedure for Industry Disputes should be tailored to best deal with employee and brokerage firm disputes.

In 1999, Mr. Moy was appointed to the Judiciary Committee of The Association of the Bar of the City of New York, and served on that committee through 2002. The Judiciary Committee evaluates the qualifications of judicial candidates and candidates for other offices (such as the Office of the District Attorney for the five counties of NYC) connected with the administration of justice. He is also the author of numerous publications and a respected contributor to legal textbooks. In addition, Mr. Moy is the co-author (with Arthur "Babe" Cranfield, a former World Champion pool player) of two well-recognized books on the subject of pool and billiards, The Straight Pool Bible and Essential Pool, both published by The Lyons Press.

Mr. Moy is a graduate of Cornell University (B.S. 1982) and Cornell Law School (J.D. 1985). He is admitted to the bars of the State of New York, the United States District Court for the Southern, Eastern and Northern Districts of New York, and the United States Court of Appeals for the Second Circuit.


LINDA RAPPAPORT is Of Counsel at Shearman & Sterling LLP in New York City.  She is a former Practice Group Leader of the Compensation, Governance & ERISA/Private Client Group as well as a founding partner of the firm’s Corporate Governance Advisory Group.   Her practice focuses on all aspects of executive compensation and benefits, including corporate, securities and tax laws, and related corporate governance and regulatory matters. Ms. Rappaport has a special focus on the representation of global, U.S. and non-U.S. companies and their Boards of Directors and Compensation Committees in corporate governance matters, including CEO succession, public disclosure and executive compensation.  She has broad experience in the design and implementation of executive incentive programs, and in the negotiation and preparation of executive employment contracts and severance arrangements, with particular emphasis on the financial services and entertainment industries.  Her practice also encompasses all compensation, benefits and related governance issues associated with corporate acquisitions, divestitures, public offerings, restructurings and bankruptcies.

Active in lecturing, she is the author of numerous articles on a variety of corporate governance and executive compensation issues.

Ms. Rappaport became a partner of the firm in 1985. She has served 3 terms as an elected member of the firm’s Policy Committee through 2014 and has been a member of the firm’s Executive Group. She is also a founding member and adviser of the firm’s Women’s Initiative for Success, Excellence and Retention (“WISER”) as well as the firm’s Hiring Partner.  Before joining the firm in 1979, she was a Law Clerk to Chief Judge James S. Holden, U.S. District Court of the District of Vermont, from 1978 to 1979.


Meredith Kotler’s practice focuses on securities, M&A, shareholder derivative and general commercial litigation, as well as securities enforcement, appellate matters and internal investigations. She has extensive experience representing public company boards and financial institutions in matters related to corporate governance and the capital markets.

As major M&A transactions continue to receive heightened scrutiny in Delaware courts and other jurisdictions, Ms. Kotler has defended public companies, their boards and financial advisors in challenges to more than $54 billion in deals over the last three years. Most recently, Ms. Kotler co-led the team representing National Amusements Inc. (NAI), Shari Redstone, and Sumner Redstone in Delaware Chancery Court litigation against CBS Corporation and certain members of its Board of Directors concerning CBS’s attempt to dilute NAI’s voting control of CBS. Other notable representations include Goldman Sachs on aiding and abetting claims for its role as financial advisor to Volcano Corp. in a challenge to Volcano’s merger with Philips; Bank of America on aiding and abetting claims for its role as lender to Providence Service in a challenge to its acquisition of CCHN; controlling stockholder Danfoss in a challenge to its acquisition of the public shares of Sauer-Danfoss; and the Board of Directors of Family Dollar in a shareholder challenge to its $9 billion sale to Dollar Tree.

Ms. Kotler has spoken on securities issues and other topics before the Practising Law Institute, The SEC Institute, and the Compliance, Governance and Oversight Council. Her writings on the latest developments in Delaware courts and deal litigation have been published in the Harvard Law School Forum on Corporate Governance and other outlets. Ms. Kotler has been recognized as a leading lawyer by Chambers USA, Benchmark Litigation and The Legal 500.  In September 2018, she was named “Litigator of the Week” by The American Lawyer for her work on the NAI/CBS Litigation Resolution. 

From 1998 to 2004, Ms. Kotler served as an Assistant U.S. Attorney in the Southern District of New York. During the last 18 months of her tenure, she was the Deputy Chief Appellate Attorney in the Civil Division, where she supervised a number of attorneys in the briefing and arguing of appeals before the U.S. Court of Appeals for the Second Circuit. As an Assistant U.S. Attorney, Ms. Kotler served as lead counsel for the United States in the WorldCom bankruptcy proceedings, and as co-counsel for the United States in the consolidated WorldCom securities class action.

Ms. Kotler joined the firm as a partner in 2009. She received a J.D. degree, cum laude, from Harvard Law School in 1996 and an undergraduate degree, summa cum laude, from Princeton University in 1992. In 1997, she clerked for the Honorable Barbara S. Jones of the U.S. District Court for the Southern District of New York. Ms. Kotler was a partner of Wilson Sonsini Goodrich & Rosati from 2004 to 2009.

Ms. Kotler is a member of the Bar in New York and is admitted to practice before the U.S. Supreme Court, the U.S. Court of Appeals for the Second Circuit and the U.S. District Courts for the Southern and Eastern Districts of New York. Ms. Kotler is a member of the Federal Bar Council and its Second Circuit Courts Committee.


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 


Mr. Lin is a member of the Corporate Department and his practice focuses on the representation of private equity firms in mergers and acquisitions and capital market transactions.

Expertise

In recent years, Mr. Lin has represented financial investors such as Apollo Global Management LLC, BC Partners Ltd. and TPG Capital; and companies such as InterXion N.V., Kimco Realty Corporation, Tanger Factory Outlet Centers, Inc., Verso Paper Corporation, Intelsat Ltd., Compass Minerals International, Inc. and Waterford Gaming LLC.

Experience

  • The proposed merger of Interxion Holdings N.V. with Telecity plc
  • The merger of Navig8 and General Maritime
  • Apollo Global Management and TPG Capital in the formation of Caesars Growth Partners and Caesars Acquisition Corporation and the acquisition of US$2.2 billion in assets from Caesars Entertainment Corporation and the proposal merger with Caesars Entertainment Corporation
  • BC Partners and CPPIB on the sale of Suddenlink Communications and in the proposed acquisition of 30% of Cablevision
  • The underwriters for the initial public offering of Intelsat Ltd.
  • Apollo Global Management and BC Partners in the sale of Unitymedia GmbH to Liberty Global
  • BC Partners in their acquisition and disposition of an interest in Office Depot and in connection with the merger of Office Depot and Office Max
  • BC Partners in their US$16.8 billion acquisition of Intelsat Ltd., the world’s largest fixed satellite company
  • The underwriters for the initial public offering of Apollo Commercial Real Estate Finance, Inc., Apollo Residential Mortgage, Inc. and in-debt financings for Icahn Enterprises L.P.
  • The issuers and underwriters in capital markets transactions including the initial public offerings of Apollo Residential Mortgage, Inc., Apollo Commercial Mortgage, Inc., Coresite Corporation and equity or debt offerings for Kimco Realty Corporation, Tanger Factory Outlet Centers and Icahn Enterprises L.P.

Thought Leadership

  • Online Gambling: The Geolocated Road Ahead
  • SEC Approves Strengthening of Corporate Governance Standards for NYSE, Nasdaq Listed Companies—Most Companies Must Meet Heightened Standards by Next Annual Shareholders' Meeting

Education

JD, Columbia University School of Law, 1984, Editor, Law Review; James Kent Scholar

BS, Yale University, 1980

Bar Qualifications

New York

Languages

Chinese (Mandarin), English

Recognition Highlights

Law clerk to the Honorable Collins J. Seitz, United States Court of Appeals for the Third Circuit, 1984-1985

Raymond Lin is particularly adept at handling IPOs, as well as debt financing and restructurings. Recent transactions include the representation of BC Partners and other investors in its acquisition of Suddenlink Communications. – Chambers Global 2014

Described as "practical, knowledgeable and excellent in facilitating solutions." Chambers USA 2012

Recommended in The Legal 500 US, IFLR1000 and in Chambers USA and Chambers Global for his work in Private Equity

Recommended in the Best Lawyers in America for gaming law

Member of the Board of Visitors, Columbia University School of Law

Director, Appleseed Foundation, Safe Passages Project


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.


Robert B. Lamm is Assistant General Counsel and Assistant Secretary at Pfizer Inc., where he is responsible for a broad range of securities and corporate governance matters. He joined Pfizer in 2008. 

Before joining Pfizer, Mr. Lamm held senior legal and governance positions (including Corporate Secretary) with a number of major corporations, including W. R. Grace & Co., CA, Inc. and FGIC Corporation. He was also a shareholder of Gunster, Yoakley & Stewart, P.A., in West Palm Beach, Florida, where he served as Chair of the Firm's Securities and Corporate Governance Practice Group.

Mr. Lamm is an active member of the Society of Corporate Secretaries and Governance Professionals. He is Chair of the Society's Securities Law Committee; has served on its Corporate Practices, Finance and National Conference Committees, as a director of the Society, and as Chair of its 2004 National Conference Committee; and was the 2009 recipient of the Society's Bracebridge H. Young Distinguished Service Award. 

Mr. Lamm is a member of the New York State Bar Association, The Florida Bar, the American Bar Association (including its Business Law Section and Committees on Corporate Governance and Federal Regulation of Securities), and the Association of Corporate Counsel (including its Corporate and Securities Law Committee).

Mr. Lamm is a frequent speaker on securities law, corporate governance and related topics and a contributor to a wide variety of legal and business publications. He currently serves on the Board of Editors of The Corporate Counselor.

Mr. Lamm received a Bachelor of Arts from Brandeis University and a Juris Doctor from the University of Pennsylvania School of Law.


Rob Evans joined the SEC last July and is the Chief of the Office of International Corporate Finance. Before joining the SEC,

Mr. Evans worked at Shearman & Sterling LLP as a partner in the firm’s capital markets practice. Mr. Evans has extensive advising capacity having spent his professional career as a corporate and securities lawyer. “For over 20 years, Rob has been a leading voice on a wide range of issues relating to how investors and companies interact in the public and private markets, and we are excited to have him join the team here at the SEC,” said SEC Chairman Jay Clayton.

In addition, Mr. Evans has been a frequent speaker and writer on securities law, compliance and legal ethics. Mr. Evans was a member of the TriBar Opinion Committee, the Working Group on Legal Opinions, the American Law Institute, and Co-Chair of Shearman & Sterling’s Opinion Committee.

Mr. Evans attended Harvard University for his undergraduate degree and earned his law degree from Boston University School of Law.


Rosa A. Testani advises private equity funds, portfolio companies and other corporations on complex corporate finance transactions, with a focus on acquisition financings, Rule 144A high-yield debt offerings, restructurings, tender offers, consent solicitations and private and public offerings of equity securities, including initial public offerings.

Practice & Background

Ms. Testani frequently advises clients on securities law compliance and corporate governance matters.

Ms. Testani has spoken on securities laws and developments in capital markets transactions. She is currently a member of the New York office’s diversity committee.

Ms. Testani received her B.S. summa cum laude in accounting from Fordham University in 1985 and her J.D. from Yale Law School in 1988, where she was a senior editor of the Yale Law Journal.

Representative Matters

Ms. Testani’s select representations include serving as counsel to:

  • an independent exploration and production company in connection with its initial public offering
  • a private equity fund in connection with a bondholder consent solicitation and change of control offer related to its acquisition of a publicly traded indoor water park resorts company
  • a private equity fund in connection with a Rule 144A debt offering to finance its acquisition of 51 percent controlling interest in  a  financial  services  processing business, and  the  issuer  in connection with its initial public offering and follow-on secondary public offerings
  • a private equity-backed global logistics company in connection with several Rule 144A secured debt offerings, debt tender offers and an international debt exchange offer
  • a private equity fund in connection with a Rule 144A debt offering to finance its acquisition of a publicly traded military contractor
  • a New York Stock Exchange-listed audio and electronic systems manufacturer in connection with an automatic shelf registration statement and a takedown $200 million primary equity offering
  • a provider of marketing services and loyalty programs in connection with several Rule 144A debt offerings and related exchange offers and/or tender offers for over $1.5 billion of senior and senior subordinated notes
  • a Nasdaq-listed satellite Internet access provider in connection with a $175 million universal shelf registration statement, a $112 million primary and secondary equity offering pursuant to the shelf registration statement and several Rule 144A debt offerings and related registered exchange offers for $600 million of senior notes
  • a bondholder committee in connection with a negotiated restructuring, including a debt exchange offer, for a magazine publisher and subsequent representation of the debtor in a Rule 144A debt offering to finance its exit from a prenegotiated chapter 11 case
  • a private equity fund in connection with chapter 11 exit financing for a global chemical company involving over $6 billion of senior secured notes
  • a real estate brokerage franchisor and residential real estate brokerage firm in connection with a $3.1  billion  Rule  144A  debt  offering  of  senior  notes,  senior  PIK  toggle  notes  and  senior subordinated notes and related registered exchange offer and a change of control debt tender offer
  • a distributor of agricultural products in connection with its $500 million initial public offering, a universal shelf registration statement and subsequent secondary offerings pursuant to the shelf registration statement, a debt tender offer and consent solicitation for the high-yield notes, several Rule 144A debt offerings and related exchange offers
  • a private equity fund in connection with private and public sales of its equity holdings in public companies.
Education

J.D., Yale Law School, 1988

B.S., Fordham University, summa cum laude, 1985

Bar Admissions

New York


Trevor Norwitz is a partner in the Corporate Department at Wachtell, Lipton, Rosen & Katz where he focuses primarily on mergers and acquisitions, corporate governance and securities law matters.  He has advised a range of public and private entities in a variety of industries in connection with mergers, acquisitions, divestitures, hostile takeover bids and defenses, proxy contests, joint ventures, financing transactions and corporate governance matters.

Selected recent representations by Mr. Norwitz include:  Whole Foods in its sale to Amazon.com and its response to shareholder activism; Medivation in its sale to Pfizer; Dollar Tree in its contested acquisition of Family Dollar Stores; eBay in connection with a proxy contest by Carl Icahn, and its spinoff of PayPal, Inc.; Creative Artists Agency LLP in connection with its restructuring and sale of a controlling interest to TPG Group; S&P Global (formerly McGraw Hill) in its sale of the McGraw Hill Education business to Apollo Advisers, its joint venture with CME Group to form S&P/Dow Jones Indices, and its acquisitions of SNL Financial and other companies; and numerous acquisitions for Ventas, Novartis and Danaher Corporation.

Mr. Norwitz teaches a course in Mergers and Acquisitions at Columbia University School of Law.  He chairs the New York City Bar Committee on Mergers and Acquisitions and Corporate Control Contests, and the M&A Subcommittee of the International Bar Association Securities Committee, and is a member of the American Law Institute, and committees of the American Bar Association.  He served as a member of an international advisory group to the South African government on company law reform.  A regular speaker and panelist at professional conferences, he has chaired and participated in numerous continuing legal education programs and contributes regularly to professional publications on topics relating to M&A and corporate governance.  Mr. Norwitz also chairs and serves on a number of non-profit boards of directors, and on the Advisory Board of the Robert L. Bernstein Institute of Human Rights at NYU Law School.

Born in Cape Town, South Africa, Mr. Norwitz received his Bachelor of Business Science with first class honors from the University of Cape Town in 1986.  On a Rhodes Scholarship to Oxford University, he read law at Keble College, graduating with first class honors in 1989, and then completed an LL.M. at Columbia University in 1990.  He joined the firm in 1994 and was named partner in 1998.


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).


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.


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