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Securities Filings 2013: Practical Guidance in a Changing Environment


Speaker(s): Charles F Walker, Dietrich A. King, Gregg L. Weiner, Janet L. Fisher, Keir D. Gumbs, Laura L. Delanoy, Mark A. Borges, Michael Nordtvedt, N. Adele Hogan, Steven V. Bernard, William J. Chudd
Recorded on: Sep. 26, 2013
PLI Program #: 42585

Laura L. Delanoy is a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York. Ms. Delanoy specializes in mergers and acquisitions, debt and equity financings, corporate governance advice, private equity and venture capital investments, and general corporate and securities law.

BAR ADMISSIONS
Ms. Delanoy is admitted to the Bar of the State of New York.

EDUCATION
Ms. Delanoy received a J.D. from Yale Law School in 1999 and an A.B. from Princeton University in 1996.


SELECTED SIGNIFICANT MATTERS
Mergers and Acquisitions - Ms. Delanoy has represented: Level 3 Communications in its pending acquisition of Global Crossing Limited and its acquisition of Broadwing Corporation; Cowen Group in its acquisition of LaBranche & Co., and Ramius LLC in its business combination with Cowen Group; MJC Associates in its sale to Evercore Partners; Atlas Holdings in its acquisition of Weyerhaeuser Co.'s Trus Joist commercial division and Atlas Holdings and Blue Wolf Capital in their acquisition of Finch Paper and the simultaneous partial disposition of woodlands to The Nature Conservancy and hydrofacilities to Brookfield Power; Integra LifeSciences Corporation in its acquisition of IsoTis, Inc.; Scientific Games, Inc. in its acquisition of Oberthur Gaming; Macklowe Property in connection with its bid to acquire Reckson Associates Realty Corp.; Oriole Partnership (comprised of Essex Property Trust, UBS Wealth Management and AEW) in connection with its bid to acquire The Town and Country Trust; Eon Labs, Inc. in its sale to Novartis AG in connection with the Hexal AG merger; Simon Property Group in its bid to acquire Taubman Centers, Inc.; and Peter Kiewit Sons', Inc. in its spin-off of Kiewit Materials Company.

SELECTED SIGNIFICANT MATTERS
Capital Markets - Ms. Delanoy has represented: Level 3 Communications, Inc. in offerings of senior notes, convertible notes and common stock; Cowen Group, Inc. in an offering of its common stock; Goldman Sachs, Lehman Brothers, and Merrill Lynch & Co. in connection with the initial public offering and secondary offerings of Brookdale Senior Living, Inc.; Ventas, Inc. in offerings of senior notes, convertible notes and common stock; Eon Labs, Inc. in connection with its initial public offering and follow-on offerings; Deutsche Bank Securities in follow-on equity offerings of Coeur D'Alene Mines Corporation and Inspire Pharmaceuticals, Inc. and various senior debt offerings by Lennar Corporation.

Financial Advisor Representations - Ms. Delanoy has represented: Centerview Partners in Ventas, Inc.'s acquisition of Nationwide Health Properties, Inc.; Credit Suisse in Novartis AG's acquisition of Alcon, Inc. and Deutsche Börse's pending acquisition of NYSE Euronext; Merrill Lynch & Co. in connection with Gilead Sciences, Inc.'s acquisition of CV Therapeutics, Inc. and Boston Scientific's acquisition of Guidant, Inc.; and Peter J. Solomon Company in connection with Phillips-Van Heusen Corporation's proposed acquisition of Tommy Hilfiger B.V., Walgreen Co.'s acquisition of Duane Reade Holdings Inc., Tween Brands, Inc.'s merger with Dress Barn, Inc., and The J. Jill Group's sale to Talbot's Inc.

Private Equity - Ms. Delanoy has represented DLJ Merchant Banking Partners in its investment (as lead investor) in Landis+Gyr Holdings AG; Warburg Pincus LLC in connection with numerous investments and dispositions, including ev3 LLC, Artesia Technologies, DirectAdvice, Martquest and Booknet Limited; Ospraie Advisors in its investments in Water Standard (CI) LP and Winergy LLC; The FeedRoom, Inc. in multiple rounds of financing; Connectmed.com in multiple rounds of financing; and Senior Whole Health in a recapitalization and financing.


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. 


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 


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.


Chuck Walker is co-chair of Skadden’s Litigation Group in the Washington, D.C. office. Mr. Walker has substantial experience representing individuals and corporations in investigations by the Securities and Exchange Commission, the Financial Industry Regulatory Authority, the United States Department of Justice, and state regulatory agencies, and in conducting corporate internal investigations. He frequently represents clients in highly sensitive and complex regulatory enforcement matters such as those involving allegations of insider trading, misleading or incomplete disclosure, improper accounting and other forms of financial fraud. He also represents individual and corporate clients in parallel investigations conducted by both the Securities and Exchange Commission and the United States Department of Justice.

In addition to a number of recent corporate internal investigations on behalf of both audit committees and management, some of Mr. Walker’s notable engagements include successfully defending a bank holding company in connection with an SEC investigation of alleged financial statement fraud; the representation of a public company, its officers and employees in a concurrent SEC/U.S. Department of Justice investigation of alleged accounting fraud; and defending a foreign private issuer in a parallel SEC/U.S. Department of Justice inquiry relating to the issuer’s financial reporting and disclosure.

Mr. Walker rejoined Skadden after serving as securities commissioner for the state of Delaware from 1996 to 1999. Earlier in his career, he served as a deputy attorney general for the state of Delaware and special counsel for the Securities and Exchange Commission. Mr. Walker is a member of the firm’s Ethics Committee. He also serves on the firm’s Client Engagement and Diversity committees.

Mr. Walker has authored numerous articles on state and federal securities law issues and is the co-author of a leading guide on SEC procedure, The SEC Enforcement Process: Practice and Procedure in Handling an SEC Investigation (Bloomberg BNA, 2014).


Dietrich King is the Assistant Director of the Office of Financial Services in the Division of Corporation Finance at the U.S. Securities and Exchange Commission.  Working in Disclosure Operations, Mr. King directs and supervises the work of attorneys and accountants engaged in the analysis and review of filings made under the Securities Act of 1933 and the Securities Exchange Act of 1934.  He previously served in Disclosure Operations as the Legal Branch Chief in the Office of Consumer Products and as an Attorney-Advisor in the Office of Manufacturing and Construction and the Office of Beverages, Apparel and Mining.  Prior to joining the Commission in 2007, Mr. King practiced corporate and securities law with Harter, Secrest & Emery LLP in Rochester, New York.  He received his J.D. in 2000 from St. John’s University School of Law and his B.A. in 1995 from Grinnell College.


Michael Nordtvedt is a partner at Wilson Sonsini Goodrich & Rosati, where he focuses on the representation of public and private technology, medical device and life sciences companies through all stages of their growth, as well as investment banks and venture capital and private equity firms.

Michael specializes in corporate and securities law, including general corporate representation, public offerings, private placements, and mergers and acquisitions. He also has considerable experience in counseling publicly held companies on disclosure matters and complex securities laws issues. Michael frequently represents investment banks in their underwriting transactions and he also has broad transactional experience representing venture capital and private equity firms. Throughout the course of his career he has had responsibility for structuring and negotiating in excess of $40 billion in public and private financing transactions, for both companies and investment banks.

Prior to joining the firm in 2007, Michael practiced in the corporate group at Davis Polk & Wardwell in New York and Menlo Park, California. Michael also served in the United States Navy as an engineering officer aboard USS Lake Champlain (CG57), as executive and weapons officer aboard USS Monsoon (PC4), and at the Pentagon as an action officer responsible for international technology transfer issues.

SELECT CLIENTS:

Public companies represented in public offerings, mergers and acquisitions, and corporate law and governance include:

  • Eastman Kodak Company
  • Expedia
  • Fluidigm
  • The Greenbrier Companies
  • Impinj
  • NanoString
  • NightHawk Radiology
  • Omeros
  • Rambus
  • Salesforce.com
  • Sarepta Therapeutics
  • SMART Modular Technologies
Investment banks represented in public offerings and private placements include:
  • BofA Merrill Lynch
  • Credit Suisse
  • Deutsche Bank Securities
  • Goldman Sachs
  • Jefferies
  • J.P. Morgan
  • Morgan Stanley
  • Thomas Weisel Partners
  • UBS Securities

EDUCATION:

J.D., Georgetown University Law Center, 2001
Magna Cum Laude; Order of the Coif; Editor, The Georgetown Law Journal

B.S.F.S., Georgetown University, 1994
Magna Cum Laude, Phi Beta Kappa


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.