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Understanding the Securities Laws 2013


Speaker(s): Adam E. Fleisher, Andrea Lowenthal, Andrew J. Pitts, Andrew N. Siegel, Anna T. Pinedo, Brian S. Korn, David K. Boston, David Weild IV, Dennis J. Block, Donna Dabney, Douglas I. Koff, Eileen McCarthy, Francis C. Marinelli, James Odell, John A. Marzulli, Jr., Karen J. Garnett, Kenneth L. Josselyn, Lawrence G. Wee, Linda E. Rappaport, Mary Gail Gearns, N. Adele Hogan, Paul Salvatore, Richard F. Langan, Jr., Shelley J. Dropkin, Thomas W. Yang, William A. Newman
Recorded on: Jul. 25, 2013
PLI Program #: 47617

Andrew J. Pitts is a partner in Cravath’s Corporate Department.  He is a generalist corporate lawyer who advises on a broad range of corporate issues and has a significant corporate finance practice.

Mr. Pitts’s finance practice focuses on public and private securities offerings for investment banking clients and issuers. Principal areas of concentration include the transportation and insurance industries and, from a product perspective, equity derivatives and equity-linked securities. Mr. Pitts also regularly represents investment banking clients and issuers in connection with liability management transactions, including debt tender and exchange offers and consent solicitations.

Mr. Pitts’s advisory work covers, among other things, corporate governance, public company disclosure obligations and director and officer liability issues (including D&O insurance). Mr. Pitts also frequently teams with other Cravath partners in complex merger and acquisition transactions.

Recent financing transactions include: (i) the initial public offerings of AeroVironment, Inc., Apollo Global Management LLC, FleetCor Technologies, Freescale Semiconductor, Hyatt Hotels Corporation, Morgans Hotel Group, Quintana Maritime Limited, Teekay Tankers Ltd. and WebMD Health Corp.; (ii) secondary equity offerings for DreamWorks Animation SKG, ON Semiconductor, Seaspan Corporation and Tumi Holdings; (iii) preferred stock offerings for Axis Capital Holdings Limited, PNC, Seaspan Corporation and Tsakos Energy Navigation; (iv)high-yield debt offerings for Ashland, Brunswick, Level 3 Communications, Rite Aid and Standard Pacific; and (v) convertible preferred and/or debt offerings for Asbury Automotive, Conseco, Dollar Financial, Emdeon, GSI Commerce, Protective Life, RTI International Metals, Terex, United Rentals and XPO Logistics. Recent tender or exchange offers include representation of the dealer managers in transactions for Commonwealth Telephone, Dominion Resources, Eastman Kodak and Reed Elsevier. Mr. Pitts also acts as designated underwriters’ counsel in connection with the debt and equity offerings of several investment grade corporations, including Air Products & Chemicals, Alcoa, Conoco, Harris Corporation, Loews Corporation, Marathon Oil and PNC.

Mr. Pitts authored an article entitled “Corporate Governance Considerations for the Pre-IPO Company,” published in the Fall 2007 issue of Bloomberg Corporate Law Journal. He also co-authored an article, along with John White, entitled “SEC Finalizes Offering Reforms,” which appeared in the August 2005 edition of International Financial Law Review.

Mr. Pitts has been repeatedly cited as one of the leading practitioners in capital markets by, among others, Chambers USA: America’s Leading Lawyers for Business from 2007 through 2012; Chambers Global: The World’s Leading Lawyers for Business from 2008 through 2013; The Legal 500 from 2010 through 2012; IFLR1000: The Guide to the World’s Leading Financial Law Firms from 2007 through 2013; The Best Lawyers in America from 2011 through 2013; and The International Who’s Who of Capital Market Lawyers.  Cravath was recognized in 2007 as a leading law firm in the shipping industry by Chambers Global.

Mr. Pitts was born in Rochester, New York. He received a B.A. from Trinity College in 1988, a J.D. summa cum laude in 1994 from Boston University, where he was Notes Editor of the Law Review and received the Alumni Achievement Award, and an M.B.A. from Boston University in 1995. Mr. Pitts joined Cravath in 1995 and became a partner in 2003.


Adam E. Fleisher’s practice focuses on a wide range of corporate finance transactions, including fund investing, international and U.S. capital markets offerings, and liability management transactions, as well as private equity firm structuring and compliance, and securities and loan trading. Adam joined the firm’s New York office in 2000 and became a partner in 2008. He was resident in the firm’s London office from 2001 to 2005, when he returned to New York.


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 


Andrea Lowenthal
Head of Legal, America
Australia and New Zealand Banking Group Limited 

Andrea joined ANZ’s New York Branch in April 2014, and provides advice on all products and services offered in the U.S. by ANZ Bank and its U.S. broker-dealer, ANZ Securities.  ANZ Bank is one of the largest in Australia and Asia, and Andrea advises colleagues across the bank’s footprint on matters concerning the U.S. capital markets and securities regulations.  She is also responsible for certain regulatory matters, including ANZ Bank’s U.S. Resolution Plan.   

Andrea started her career at Shearman & Sterling working on global syndicated bank loans and debt and equity capital markets offerings.  Then, at Merrill Lynch, she advised Merrill as principal in global acquisitions and divestitures, joint ventures, private equity investments, securities transactions, and SEC reporting requirements. Later, as a Director in Merrill’s Financial Institutions Group, Andrea continued her senior advisory role on strategic transactions for the firm as principal, as well as for the firm’s investment banking clients.  Just prior to joining ANZ, Andrea was SVP, Senior Counsel and Corporate Secretary of Royal Bank of Scotland’s U.S. subsidiary, Citizens Financial Group, advising senior management and the board of the bank’s holding company and its banking subsidiaries.

Andrea received her Bachelor of Science summa cum laude from Boston University's School of Management, a Master of Arts from Bard College, and her Juris Doctor cum laude from Brooklyn Law School, where she was Editor-in-Chief of the Brooklyn Law Review.


Anna Pinedo is a partner in Mayer Brown’s New York office and co-leader of the firm’s Global Capital Markets 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 Structuring Liability Management Transactions (2018), 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, updated 2019), 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 Institute’s "BD/IA: Regulation in Focus" blog.

Anna has been ranked by Chambers USA as one of America's leading lawyers for Capital Markets: Derivatives and Capital Markets: Structured Products and has been recognized as a notable lawyer for Financial Services Regulation: Broker Dealer (Compliance). Chambers Global has ranked Anna as one of the world's leading lawyers (recommended in Capital Markets: Structured Products). She also is ranked as a “Market Leader” for Capital Markets in the IFLR1000 Guide to Leading Lawyers, the highest individual distinction given by the guide. Anna is ranked as a leading lawyer for Structured finance: derivatives and structured products and listed as a recommended lawyer in Capital markets: debt, high-yield debt, equity, and global offerings, and Structured finance: securitization by the Legal 500 US.


Bill Newman advises his firm's clients on the structuring and execution of sophisticated business and securities transactions while heading the corporate and securities transaction practices at Barton LLP. Bill represents operating businesses, investment funds and individual investors across a wide variety of industries, including information technology, media, life sciences, investment management, real estate, manufacturing and distribution. Using his expertise with the SEC's rules as well as with the regulations of US securities exchanges and other markets, Bill assists both domestic and international entrepreneurial companies in accessing US capital markets. 




Brian S. Korn is a partner and co-chair of the financial services group at Manatt, Phelps & Phillips, LLP. He is also a member of the firm's capital markets practice group and chair of the digital finance and marketplace lending practice. His practice focuses on corporate finance transactions, including initial public offerings (IPOs), early-stage and start-up venture financings, and mature corporate and high-yield debt finance. He also advises clients on SEC compliance, broker-dealer compliance, corporate swap transactions, blockchain technology and initial coin offerings. Under his leadership, the firm was nominated as “Professional Services Firm of the Year” at the 2018 LendIt Industry Awards and “Law Firm of the Year” at the 2017 LendIt Industry Awards. Brian chairs the prestigious Practising Law Institute’s Marketplace Lending and Crowdfunding conference, the leading legal conference of its kind serving the digital finance industry.

Prior to joining Manatt, Brian co-led the crowdfunding and peer-to-peer lending practice at a major international law firm. Brian has also previously served as head of Equity Capital Markets and Syndicate Compliance at Barclays Capital and as senior vice president and assistant general counsel at Citigroup Global Markets, Inc. He has extensive experience representing issuers and underwriters in investment banking and capital markets transactions, including transactions involving equity, debt, hybrid/convertible and preferred securities, derivatives and foreign exchange. He has executed several IPOs and other equity value monetization transactions, such as spin-offs, split-offs and carveout transactions. He also has extensive experience in sponsor-leveraged buyouts and bank/bond acquisition financing.

Brian has made multiple appearances on Fox Business Television, Bloomberg, CCTV America and National Public Radio commenting on the JOBS Act, including its impact on crowdfunding, peer-to-peer lending, IPOs and market trading dynamics. Brian was recently selected to serve on the advisory board of the Lexis Practice Advisor (LPA), an online product providing legal and market insights and practical guidance for attorneys. He is a graduate of the University of California at Berkeley and the Northwestern University Pritzker School of Law.


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.


David Weild is considered by many to be the "father" of the JOBS Act as the Act was largely catalyzed by the work he published with co-author Ed Kim through Grant Thornton ("Why are IPOs in the ICU?" - 2008; "A wake up call for America" - 2009; "Market structure is causing the IPO crisis - and more" - 2010). David attended the signing of the Act by President Obama in the Rose Garden on April 5, 2012. He is the leading expert on how stock market structure impacts capital formation for issuers and economic growth. His work has been cited in or by the U.S. House of Representatives, the White House Jobs Council, the IPO Task Force Report to the US Treasury and the SEC. He recently addressed the 35 member nations of the Organization of Economic Cooperation and Development ("OECD").
 
David is a former vice chairman of The Nasdaq Stock Market and head of investment banking at Prudential Securities. He is the Founder & Chairman of the investment bank Weild & Co. (www.WeildCo.com) and heads capital markets thought leadership for Grant Thornton (www.GT.com).
 
Weild's views were initially controversial but have gained increasing acceptance.  They have broad implications for any company accessing private or public equity markets or seeking to do a better job in investor relations. He spoke at the SEC Roundtable on Decimalization on February 5 of this year, where his study, "The trouble with small tick sizes" was submitted.
 
David holds an MBA from the Stern School of Business, a BA from Wesleyan University, and studied at the Stockholm School of Economics, HEC and the Sorbonne in France.
 
He is Chairman of the noted 9/11 charity Tuesday's Children


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.     


Donna Dabney joined The Conference Board as executive director of the Governance Center, in August 2012. In her current position, Donna leads the efforts of The Conference Board in the area of corporate governance.

Prior to joining The Conference Board, Dabney was vice president, corporate secretary, and corporate governance counsel of Alcoa Inc.

Dabney has extensive experience in corporate governance matters, having served as a member of management for over 15 years on the boards of Alcoa and Reynolds Metals Company. She is a recognized expert on governance issues related to executive compensation. At Reynolds she was a member of the senior management team with oversight responsibility for the global operations of the company and served as chief mergers and acquisitions counsel and secretary to the board of directors. When Alcoa acquired Reynolds in 2000, she joined Alcoa as its secretary, assistant general counsel, and group counsel of the Consumer, Packaging, Distribution, and Construction Group, where she was part of a three-member team with oversight management responsibility for this business. As part of her work with the Alcoa board of directors, Donna has gained substantial experience with sustainable development in the Amazon region of Brazil.

Before joining Reynolds, she practiced law with the Richmond, Virginia, firm of McGuireWoods LLP and served on the faculty of Old Dominion University. She is a 1980 graduate of the University of Virginia School of Law and a member of the Order of the Coif legal honorary society.

Dabney is a member of the New York advisory board of the Society of Corporate Secretaries and Governance Professionals and a member of the faculty of the Citadel Directors Institute and of the Practicing Law Institute. She is also a former member of the Stockholder Relations Society of New York.


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.


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.


Mary Gail Gearns is co-leader of the litigation practice in New York. Her practice includes all aspects of complex commercial litigation, with a focus on securities litigation and enforcement matters. Mary Gail regularly represents clients in investigations by the SEC, FINRA, state attorneys general, and various other regulators, and she has substantial experience conducting internal investigations, including whistleblower investigations.

Many of Mary Gail’s matters involve parallel proceedings by multiple regulators and follow-on civil litigation. Her clients include banks, broker-dealers, investment advisers, hedge funds, and other public and private companies, as well as members of their senior management. Several of her recent matters have concerned alleged disclosure fraud related to the sale and marketing of complex financial products and securities, market manipulation, insider trading, sales practice violations, false claims made to the government, violations of federal and state consumer protection statutes, and RICO violations. During her more than thirty years of practice, Mary Gail has litigated in federal and state courts throughout the country, including through trial and appeal, and she has handled numerous FINRA and other arbitrations through the issuance of the final award.

Mary Gail is a frequent author and lecturer on securities law issues and other topics related to her practice.


Shelley Dropkin is the Deputy Corporate Secretary and General Counsel, Corporate Governance, and a Managing Director, of Citigroup Inc.  Ms. Dropkin supports the activities of Citi’s Board of Directors and its standing Committees, coordinates Citi’s and the Board of Directors’ engagement with the Company’s shareholders on corporate governance matters, oversees governance practices for Citi’s subsidiaries, and works with Citi’s Board of Directors to shape Citi’s governance practices. Ms. Dropkin also serves as General Counsel of the Citi Foundation.

Ms. Dropkin has been with Citi since 1993 during which time she also served as Assistant General Counsel and Senior Counsel.  Prior to joining Citi (then Primerica Corporation), Ms. Dropkin was an Associate at Winston & Strawn.

Ms. Dropkin is the immediate past Chair of the Society for Corporate Governance and a member of its Executive Steering Committee.  She is a member of the Society’s Securities Law, Policy Advisory, and Nominating and Governance Committees. She previously served as the Society’s Chair, Chair-Elect, Chair, Nominating and Governance Committee, and 2014 National Conference Chair.  Ms. Dropkin was the President of the Stockholder Relations Society from 2014-2015 having served as its Secretary-Treasurer from 2013-2014. She is a past President of the Society for Corporate Governance, New York Chapter.

Ms. Dropkin is a member of the Board of Directors of the New York Lawyers for the Public Interest, having joined the NYLPI Board in 2006, and serves on its Executive Committee.  She was the Chairman of the Board of NYLPI from 2010-2012 and the Chair of its Nominating and Governance Committee from 2008-2010. She serves on the New York State Permanent Commission on Access to Justice having been appointed by Chief Judge Jonathan Lippman in 2012.

Ms. Dropkin received a J.D. in 1988 from S.U.N.Y. at Buffalo and a B.S. in 1985 from Cornell University.  She is admitted to practice in New York and Washington, D.C. 

 


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.


Mr. Marzulli, a member of Shearman & Sterling’s M&A Group in New York, focuses his practice on international corporate finance with an emphasis on cross-border mergers and acquisitions, defensive assignments, privately negotiated acquisitions and divestitures of stock and assets, joint ventures and related corporate governance matters. His clients include financial institutions, strategic/corporates, private equity sponsors and their financial advisors. He is a past Chairman of the New York City Bar Association’s Committee on Mergers, Acquisitions and Contests for Corporate Control. In 2009 Mr. Marzulli was named by The Lawyer as one of 25 “Transatlantic Elite”. He has been ranked by Chambers and Partners, IFLR1000, Legal 500 and Who’s Who Legal (Mergers & Acquisitions and Corporate Governance). Mr. Marzulli joined the firm in 1980 following a federal district court clerkship and became a partner in 1988. From 1990 to 1996, he was based in London as head of the firm’s U.K. M&A practice.

Relevant Experience Includes Representation of:

  • GE Capital in the pending sale of its GE Asset Management business to State Street, in the $2.5 billion sale of a portfolio US, Canadian, Mexican and Brazilian aircraft leases and related aircraft and aircraft loans to Global Jet Capital, its attempted acquisition of Honeywell International, and its acquisitions of Harmon Industries Inc., Greenwich Air Services and UNC, as well as the divestiture of its Global eXchange Services business to a private equity consortium
  • Legg Mason in the pending acquisition of an approximately 83% ownership stake in real estate investment firm Clarion Partners, and in its acquisition of Citigroup’s worldwide asset management business
  • ARX Holding Corporation, the parent company of American Strategic Insurance Corporation (ASI), in its sale of a majority interest to The Progressive Corporation
  • Albemarle Corporation in its $6.2 billion acquisition of Rockwood Holdings
  • Service Corporation International in its acquisition of Stewart Enterprises, Inc.
  • The NASDAQ OMX Group, Inc. in its acquisition of the Investor Relations, Public Relations and Multimedia Solutions businesses of Thomson Reuters (Markets) LLC and Thomson Reuters Global Resources, its acquisition of FTEN, Inc., in the creation of a joint venture with SharesPost, Inc. to form The NASDAQ Private Market LLC
  • The Dow Chemical Company in its acquisition of Rohm and Haas
  • Merrill Lynch in its acquisition by Bank of America, its acquisitions of Petrie Parkman & Co., Herzog, Heine, Geduld, Mercury Asset Management, Smith New Court and McIntosh Securities and the sales of its Global Energy Markets business and its Mortgage Origination& Servicing Business
  • Transaction Committee of the Board of Directors of Huntsman Corp., in its aborted sale to a portfolio company of Apollo
  • LMA International N.V. on its sale to Teleflex Incorporated
  • Basic Chemical Solutions LLC in connection with its sale to Univar, Inc.
  • Northgate Capital in its sale of a majority interest to Religare Enterprises
  • BAML Capital Partners in its acquisition of Strategic Partners Holdings, Inc. and its acquisition of Provo  Craft  &  Novelty;  Merrill Lynch Global Private Equity on  its acquisitions of NPC International and Convermex
  • Mittal Steel Co. N.V. in the simultaneous acquisition of LNM Holdings N.V. and merger with International Steel Group Inc. to create the world’s then largest steel company
  • ABB Ltd. on the sale of its upstream Oil, Gas & Petrochemicals business to a private equity consortium
  • NBC Universal on its acquisition of the Bravo Company cable television programming service from Cablevision, the restructuring of its investments in Ion Media Networks and Paxson Communications Corp. and its sale of four TV stations to Media General
  • Fiat on its strategic cooperation agreement with General Motors Corp., and Fiat and New Holland on the acquisition of Case Corporation and the formation of CNH Global
  • Novartis AG on its acquisition of the over-the-counter consumer medicine business of Bristol Myers Squibb, the acquisition of the adult nutritional supplement business of the Mead Johnson division of Bristol-Myers Squibb, itssale of its oncolytic adenovirus technology to Cell Genesys, as well as its predecessor Sandoz on its merger with Ciba Geigy to form Novartis and on its acquisition of Imutran Ltd.
  • Raffles Holdings Ltd. on its acquisition of Swissôtel AG from the SwissAir Group
  • The Rank Group Plc on the sale of its 50% interest in Universal Studios Escape to Blackstone Capital Partners III L.P.
  • Bank of America Merrill Lynch, Barclays Capital, Morgan Stanley, Credit Suisse, Greenhill & Co., and Perella Weinberg Partners when acting as financial advisors

Bar Admission

New York
New Jersey

Education

New York University School of Law, J.D., Order of the Coif, 1978

Middlebury College, B.A., magna cum laude, Phi Beta Kappa, 1975

Professional Affiliations & Business Activities

American Bar Association, Business Law Section, Member

Association of the Bar of the City of New York, Member

Committee on Mergers, Acquisitions and Proxy Contests, Chair, 2008 to 2011; Member 2006 to present

Committee on Securities Regulations, Member 2002 - 2005


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.


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.


Thomas W. Yang is Managing Director and Associate General Counsel at Bank of America Merrill Lynch and is co-head of the global team of attorneys that covers the Debt Capital Markets and Equity Capital Markets groups worldwide.  Mr. Yang focuses on both debt capital markets and equity capital markets transactions, as well as U.S. and international regulatory and policy matters affecting the securities industry.  Mr. Yang is the chairperson of the Capital Markets Committee of the Securities Industry and Financial Markets Association (SIFMA) and is a member of the Corporate Financing Committee of the Financial Industry Regulatory Authority (FINRA).  Prior to joining Bank of America Merrill Lynch, Mr. Yang was a Director and Counsel in the Transactions Advisory Group at Credit Suisse First Boston from 2000 to 2005 and had practiced law with the firm of Brown & Wood LLP prior to then.


Eileen McCarthy
Vice President, Associate General Counsel Corporate Governance
JetBlue Airways Corporation

Eileen McCarthy is our Vice President, Associate General Counsel Corporate Governance and Assistant Secretary.  She focuses on securities disclosure and transactions, corporate governance and ethics and compliance matters.  She assists the General Counsel in supporting the Company’s Board of Directors and its committees. 

Prior to coming to JetBlue, she was a partner in the Corporate Transactions and Securities group of a national law firm, with a practice that focused on advising public companies on securities law and governance issues following the advent of the Sarbanes-Oxley Act of 2002.  She is a former law clerk for the Hon. K. Michael Moore, U.S.D.J., Southern District of Florida.  She received her undergraduate degree from Columbia College, Columbia University and her law degree from Fordham Law School, where she served as the Editor- in-Chief of the Fordham International Law Journal.  She is admitted to the Bar of the State of New York and to the Eastern and Southern Districts of New York.

She is a member of the New York City Bar Association, serving on its Securities Regulation Committee (2012-2015), and is a member of the Society of Corporate Secretaries and Governance Professionals, serving on its Securities Law Committee and its Small and Mid-Cap Companies Committee.


Paul Salvatore is a member of Proskauer's Executive Committee and former co-Chair of its global Labor & Employment Law Department, named by The American Lawyer as one of the top U.S. practices and recipient of the Chambers USA 2012 Award for Excellence. He is widely recognized as a leading U.S. labor and employment lawyer in such publications as Chambers (Band 1), US Legal 500 and Superlawyers. In 2010, The National Law Journal selected Paul as one of "The Decade's Most Influential Lawyers" - one of only three in the labor and employment law field. He is a member of the College of Labor and Employment Lawyers.

Paul negotiates major collective bargaining agreements in several industries, including real estate and construction. In 2012, he represented The Related Group in the negotiation, with 18 New York City construction unions, of a landmark project labor agreement (PLA) for Hudson Yards on Manhattan's West Side.

He also tries arbitrations and litigations arising from labor-management relationships. In its 2009 term, Paul argued and won before the U.S. Supreme Court 14 Penn Plaza LLC v. Pyett. In a 5-4 decision of importance to employers, the Court held a collective bargaining agreement that explicitly requires unionized employees to arbitrate employment discrimination claims is enforceable, modifying 35 years of labor law.

Paul handles all types of employment litigation, arbitration and mediation. He provides advice and guidance to clients, counseling employers on how to avoid litigation through proactive human resources policies and alternative dispute resolution.

An honors graduate of Cornell University's School of Industrial and Labor Relations (ILR) and the Cornell Law School, Paul serves on the University's Board of Trustees. Among other roles, he is vice-chair of its Audit Committee and serves on its Cornell NYC Tech Task Force. Paul previously was Chair of the ILR Dean's Advisory Council and President of ILR's Alumni Association.

Paul counsels business groups, including the U.S. Chamber of Commerce and the Society for Human Resource Management (SHRM). An active speaker and writer on labor and employment law issues, he serves as the longtime Legal Columnist for Human Resource Executive Magazine.


A partner in the Corporate Department and a member of the Capital Markets and Securities Group, Lawrence G. Wee focuses on capital markets and finance transactions and securities regulation. Larry is recognized by The Legal 500 as a leading capital markets lawyer.

EXPERIENCE

Larry’s practice includes public and private equity offerings, high-yield and investment-grade debt offerings, convertible debt offerings and offerings of asset-backed securities. He also represents public companies in connection with their ongoing securities law and corporate governance matters and advises in connection with public mergers and acquisitions transactions. Larry also has extensive experience in debt consent solicitations, debt restructurings and exchange offers. 

His representations include:

  • Taylor Morrison Home Corporation in its $680 million initial public offering, a series of Rule 144A/Regulation S issuances of senior unsecured high-yield notes by its indirect subsidiaries totaling over $1.5 billion and a $400 million senior unsecured revolving credit facility for its operating subsidiaries;
  • Resolute Forest Products, Inc. in its Rule 144A/Regulation S offering of $600 million of senior unsecured high-yield notes, its registered exchange offer of its common stock made in connection with a hostile takeover of Fibrek, Inc., an up to $500 million issuance of senior subordinated convertible notes in a rights offering and an $850 million issuance of senior secured notes as part of its U.S. and Canadian plans of reorganization;
  • Global Brass and Copper Holdings, Inc. in its initial public offering and two follow-on public offerings totaling more than $275 million of proceeds and its Rule 144A/Regulation S offering of $375 million of senior secured notes; 
  • Kate Spade & Company (f/k/a Fifth & Pacific Companies, Inc. and Liz Claiborne, Inc.) in connection with its dispositions of its Lucky Brand Dungarees, Juicy Couture MEXX and Liz Claiborne businesses, issuances of $372 million of senior secured notes secured by its principal trademarks and a $90 million convertible notes offering;
  • A radiation oncology services provider in its Rule 144A/Regulation S offerings of $350 million of senior secured notes and its senior secured revolving credit facility; 
  • A national quick-service restaurant company in its $1.0 billion whole-business securitization; 
  • Revlon Consumer Products Corporation in its Rule 144A/Regulation S offering of $500 million of senior unsecured notes; 
  • A regional cable company in its Rule 144A/Regulation S offerings of an aggregate of $275 million of senior notes to finance a buyout by affiliates of Oak Hill Capital Partners and GI International L.P.; 
  • AMG, N.V. in connection with various public and private securities offerings and restructurings and its $300 million senior secured credit facility and $60 million add-on facility; 
  • Harland Clarke Holdings Corp. in its Rule 144A/Regulation S offerings of a total of $285 million of senior secured notes; 
  • Tekni-Plex, Inc. in its Rule 144A/Regulation S offering of $480 million of senior secured notes; 
  • A U.S. paper company in its Rule 144A/Regulation S issuance of $345 million of senior secured notes and a related tender offer for existing indebtedness; 
  • Great Wolf Resorts, Inc. in connection with a $230 million issuance of senior secured notes and its  acquisition in a cash tender offer by affiliates of Apollo Global Management; 
  • Emmis Communications Corporation in numerous securities offerings and other transactions, including its tender offer for and open market purchases of its preferred stock (and associated total return swaps) and a prior proposed going-private tender and exchange offer; 
  • The bondholders of Charter Communications, Inc. in connection with their acquisition of $1.77 billion of new senior notes in Charter’s chapter 11 plan of reorganization; 
  • The bondholder committee in the $27 billion exchange offer by General Motors Corp. and the related chapter 11 plan of reorganization;  and
  • The bondholder committee in the $28.5 billion exchange offer by GMAC LLC. 
Larry’s public company clients include Taylor Morrison Home Corporation, Global Brass and Copper Holdings, Inc., Kate Spade & Company, Movado Group, Inc. and Emmis Communications Corporation.  Larry also represents private equity and other funds in leveraged buyouts, including affiliates of Oaktree Capital Management, MacAndrews & Forbes, KPS Capital Partners and Oak Hill Capital Partners

Larry has also represented the Credit Roundtable, an association of large institutional fixed income managers, including investment advisors, insurance companies, pension funds and mutual funds, in connection with its efforts to improve the regulatory environment and market practices with respect to debt tender and exchange offers and consent solicitations.
Larry is the author of “An Illustrated Guide to High-Yield Debt Standard Covenants” which he has presented at the Practising Law Institute’s “Understanding the Securities Laws” program.

EDUCATION
J.D., Harvard Law School, 1994
cum laude

B.A., Yale College, 1991
summa cum laude

LANGUAGES

Mandarin


Ms. Garnett is an Associate Director for Disclosure Operations in the SEC’s Division of Corporation Finance.  As a member of the Division’s senior leadership, Ms. Garnett is responsible for oversight of the disclosure review program for public companies.  From 2000-2010, she served as an Assistant Director in the Division, supervising the filing review process for companies in the real estate and investment services industries.  Previously, she served as Special Counsel and Attorney-Advisor in the Division of Corporation Finance.  Prior to joining the Commission, Ms. Garnett was in private practice, concentrating in general corporate and securities law matters.  In addition to her duties at the SEC, Ms. Garnett was an adjunct professor in the LL.M program for Securities and Financial Regulation at Georgetown University Law Center from 2005-2012.  Ms. Garnett is a graduate of Dartmouth College and the University of Texas School of Law.