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Securities Offerings 2014: A Public Offering: How It Is Done


Speaker(s): D. Scott Bennett, David K. Boston, Hannah G Ross, John D. Buretta, John Meade, Joseph H. Kaufman, LizabethAnn R. Eisen, Pamela A. Long, Randol Justice, Robert Evans III
Recorded on: Mar. 14, 2014
PLI Program #: 49482

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.


Scott Bennett is a partner in Cravath’s Corporate Department. His practice primarily focuses on representing issuers and investment banking firms in connection with public and private offerings of securities, as well as representing corporate clients in mergers and acquisitions. Mr. Bennett advises clients across a broad range of industries, such as consumer products, oil and gas, financial services, healthcare, industrials and chemicals, media and entertainment, technology, telecommunications, shipping, transportation and blockchain and financial technology (FinTech).

Mr. Bennett has been recognized for his work in the capital markets arena by The Legal 500 United States from 2014 through 2019; The Legal 500 Latin America from 2015 through 2017; IFLR1000 from 2016 through 2019; and Super Lawyers in 2016 and 2017. He was named a “Rising Star” by Law360 in 2018, recognizing him as one of three outstanding capital markets lawyers in the nation under the age of 40. From 2017 through 2019, Mr. Bennett was named a “Next Generation Lawyer” in both the Capital Markets: Equity Offerings and Capital Markets: Global Offerings categories by The Legal 500 United States. In addition, he has been recognized as a leading practitioner in mergers and acquisitions by The Legal 500 Latin America in 2016 and 2017.

Mr. Bennett was born in Sarasota, Florida. He received a B.A. in Economics from Duke University in 2002. Mr. Bennett received a J.D. with High Honors from Emory University in 2006 where he was valedictorian, a notes and comments editor of the Law Journal and was elected to the Order of the Coif. He joined Cravath in 2006 and became a partner in 2014. Mr. Bennett currently serves as the Firm’s Corporate Hiring Partner and is a member of the Firm’s Diversity Committee.


Joe Kaufman is a Partner at Simpson Thacher & Bartlett LLP, where he is a member of the Firm's Corporate Department. Joe advises clients on public and private offerings of debt and equity securities, corporate governance, business combinations and general corporate and securities law matters.

Joe joined Simpson Thacher in 1994 and was elected a member of the Firm in November 2002. Joe was recently recognized by Chambers USA: America's Leading Lawyers for Business 2015. He was also named a 2015 “MVP” in Capital Markets by Law360. In 2011, he was named by The National Law Journal as one of the three “Most Influential Lawyers” in the Finance and Capital Markets category. In 2005, he was named one of 17 “Up-and-Comers of the Deal Economy” by The Deal magazine. He received his A.B., magna cum laude, from Harvard College in 1989, and his B.A. (Hons.) in Economics from the University of Canterbury (New Zealand) in 1990. He received his J.D. with honors from University of Chicago Law School in 1994, where he was managing editor of the University of Chicago Legal Forum. He is admitted to practice in the State of New York.


LizAnn Eisen is a partner in Cravath’s Corporate Department. Her practice focuses on domestic and international corporate finance transactions, corporate governance and reporting matters and restructurings.

Ms. Eisen is a frequent speaker and author on the securities laws. She has chaired the Practising Law Institute’s (PLI) annual program on public offerings for many years and has written on debt financing commitments and the SEC rules on completing IPOs as market conditions shift. In addition, in March 2016, Ms. Eisen spoke at a conference on “Compliance in a Global Arena: U.S., EU and Israeli Perspectives” in Tel Aviv, Israel. In June 2014, she spoke on a live webcast entitled “Underwriter’s Counsel: Latest Developments” at a program presented by TheCorporateCounsel.net.

In addition, Ms. Eisen is one of the six partners who oversee the Firm’s pro bono project with the Children’s Hospital at Montefiore and the Children’s Hospital of New York-Presbyterian through which free legal services are provided to patients and their families. She currently serves on the board of directors of Good Shepherd Services and as Vice President of the Board of The Fresh Air Fund. Ms. Eisen is also a member of the President’s Council of Cornell Women, the New York City Bar Association and the American Bar Association.

Ms. Eisen has been recognized as one of the leading practitioners in securities law by The Legal 500 from 2010 through 2016 and IFLR1000 in 2008, 2009 and from 2013 through 2017. She received Euromoney Legal Media Group’s Americas Women in Business Law Award for “Best in Capital Markets” in 2015. Ms. Eisen was also named to Lawdragon magazine’s 500 New Stars, New Worlds, a list of the nation’s top 500 up and-coming talent and innovative seasoned professionals who are “carrying the legal profession to new frontiers.”

Ms. Eisen comes from Portland, Oregon. She received a B.A. magna cum laude in 1994 from Cornell University and a J.D. in 1997 from the University of Pennsylvania. Ms. Eisen joined Cravath in 1997 and became a partner in 2005.


Ms. Ross is involved in a variety of the firm’s litigation practice areas, focusing in particular on securities fraud, shareholder rights and other complex commercial matters. She has over a decade of experience as a civil and criminal litigator, and represents the firm’s institutional investor clients as counsel in a number of major pending actions.

A key member and leader of trial teams that have recovered billions of dollars for investors, Ms. Ross is widely recognized by industry observers for her professional achievements.  Named a “Future Star” and one of the "Top 250 Women in Litigation" in the nation by Benchmark, she has earned praise from Legal 500 US  for her achievements, and is one of the "500 Leading Lawyers in America," part of an exclusive list of the top practitioners in the nation as compiled by leading legal journal Lawdragon.  

Ms. Ross was a senior member of the team that prosecuted In re Bank of America Securities Litigation, which resulted in a landmark settlement shortly before trial of $2.425 billion, one of the largest securities recoveries ever obtained. In addition, she led the prosecution against Washington Mutual and certain of its former officers and directors for alleged fraudulent conduct in the thrift’s home lending operations, an action which settled for $208.5 million and represents one of the largest settlements achieved in a case related to the fallout of the subprime crisis and the largest recovery ever achieved in a securities class action in the Western District of Washington. Ms. Ross was also a key member of the team prosecuting In re The Mills Corporation Securities Litigation, which settled for $202.75 million, the largest recovery ever achieved in a securities class action in Virginia and the second largest recovery ever in the Fourth Circuit.

Most recently, she is a key member of the team that has obtained $204.4 million in partial settlements in the securities litigation arising from the collapse of former leading brokerage MF Global, which are currently pending court approval. Ms. Ross is also prosecuting a number of high-profile securities class actions, including the litigation arising from the failure of major mid-Atlantic bank Wilmington Trust, as well as securities fraud class actions against payday lending company, DFC Global Corp.; home healthcare and pharmaceuticals company, BioScrip, Inc.; and Altisource Portfolio Solutions, a provider of support and technology services for mortgage loan servicing.

She has been a member of the trial teams in numerous other major securities litigations which have resulted in recoveries for investors in excess of $2 billion.  Among other matters, Ms. Ross prosecuted the securities class action against New Century Financial Corporation, the Federal Home Loan Mortgage Corporation (“Freddie Mac”) as well as In re Tronox Securities Litigation, In re Delphi Corporation Securities Litigation, In re Affiliated Computer Services, Inc. Derivative Litigation, In re Nortel Networks Corporation Securities Litigation and In re OM Group, Inc. Securities Litigation.

Ms. Ross handles pro bono matters on behalf of the firm and has also served as an adjunct faculty member in the trial advocacy program at the Dickinson School of Law of the Pennsylvania State University.

Before joining BLB&G, Ms. Ross was a prosecutor in the Massachusetts Attorney General’s Office as well as an Assistant District Attorney in the Middlesex County (Massachusetts) District Attorney’s Office.


Pam Long is an Assistant Director in the Division of Corporation Finance at the Securities and Exchange Commission.  Pam joined the Division staff in 1996 and has also served as an attorney-examiner and a special counsel in the Division.  Before joining the staff, Pam worked as an associate in the Baltimore office of Piper & Marbury and in the Chicago office of Vedder, Price, Kaufmann & Kammholz.


John B. Meade
PARTNER

As a member of Davis Polk’s Corporate Department, Mr. Meade represents issuer and underwriter clients in public and private securities offerings, and advises on general corporate matters, including corporate governance and SEC reporting matters, for U.S. and non-U.S. corporations.

Work Highlights

Recent capital markets transactions include:

  • IPOs of Hilton Worldwide and Manchester United
  • High-yield debt offerings by Blackboard, Comcel, Dufry, Harbinger Group, Hilton Worldwide, Sandridge Energy and Warner Music
  • Investment-grade debt offerings by Fifth Third Bank, General Mills, IBMand Legg Mason
Mr Meade has represented major investment banks, including Banc of America, Credit Suisse, Deutsche Bank, Goldman Sachs, Jefferies, J.P. Morgan and Morgan Stanley, as underwriter’s counsel on transactions in the United States and Europe.

OTHERWORK

Mr Meade has advised a number of corporations, including BBVA Compass Bancshares, Cellcom Israel, Dufry, Millicom, SallieMae and Shire on corporate governance and disclosure issues as well as strategic transactions, including capital markets matters.

He practiced in Davis Polk’s London office from 2003 to 2011 where he worked on cross-border financing and other corporate transactions, including:
  • IPOs of Denmark’s PANDORA, Finland’s Neste Oil and India’s Reliance Petroleum
  • Debut Yankee bond offerings by Bacardi and Syngenta
  • Sale of ABN Amro to the consortium of RBS, Santander and Fortis
  • Purchase by Switzerland’s Dufry of the U.S.-based Hudson News Group
  • Allied Irish Bank’s disposition of its holding in M&T Bank Corporation through an offering of contingent mandatorily exchangeable notes
Of Note

Author, U.S. chapter, Securities World: Jurisdictional Comparisons (Third edition, 2011)

RELATED PRACTICES
  • Capital Markets
BAR ADMISSIONS
  • State of New York
  • U.S. District Court, E.D. New York
  • U.S. District Court, S.D. New York
  • England and Wales
EDUCATION
  • B.C.L., University College, Cork, 1996
    • First Class Honours
    • College Scholar
  • LL.M., Osgoode Hall Law School of York University, 1997
    • Rotary Foundation Scholar
  • B.C.L., St. John's College, University of Oxford, 2001
    • with distinction
    • Sir Roy Goode Prize
    • British Government
  • Chevening Scholar (Third edition, 2011)

Professional History

  • Partner, 2009-present
  • Associate, Davis Polk, 2001-2009
  • Trainee Solicitor, McCann FitzGerald, Dublin, 1997-1999


John D. Buretta is a partner in Cravath’s Litigation Department. His practice focuses on advising corporations, board members and senior executives with respect to internal investigations, criminal defense and regulatory compliance, including matters related to the FCPA, antitrust, fraud, insider trading, money laundering, OFAC and export controls.

His recent representations include advising a Fortune 20 company on FCPA matters, a board member of a Fortune Global 100 bank on OFAC matters, a FTSE 100 company on criminal antitrust matters and a global company on export control matters.

Mr. Buretta first joined Cravath in 1996 where he was trained as a litigation associate working on private disputes involving securities fraud and complex commercial litigation. Following a one-year clerkship with Hon. Peter K. Leisure of the U.S. District Court for the Southern District of New York, Mr. Buretta returned to the Firm in 1999. He left the Firm in 2002 and served for over ten years in the Department of Justice.

Mr. Buretta completed his time at the DOJ as the number-two ranking official in the Criminal Division as Principal Deputy Assistant Attorney General and Chief of Staff from February 2013 to October 2013. In this role, he oversaw nearly 600 prosecutors on complex matters involving corporate fraud, FCPA, insider trading, health care fraud, money laundering, IEEPA, asset forfeiture, cybercrime, intellectual property, public corruption and other criminal investigations.

From 2011 to February 2013, Mr. Buretta served as Deputy Assistant Attorney General (DAAG), the third-highest ranking position in the Criminal Division. In this position, he represented the Department before Congress and the Sentencing Commission with regard to the Department’s fraud enforcement efforts, and oversaw the Criminal Division’s Fraud Section, among others, including the Fraud Section’s FCPA Unit. Mr. Buretta supervised the preparation of the DOJ and SEC’s Resource Guide to the U.S. Foreign Corrupt Practices Act, issued in November 2012. In 2011, Mr. Buretta was appointed Director of the Deepwater Horizon Task Force, a leadership position he continued to fill while serving as DAAG.

Prior to joining the Criminal Division, Mr. Buretta served for eight years as an Assistant U.S. Attorney in the United States Attorney’s Office for the Eastern District of New York, and was Chief of the Office’s Organized Crime and Racketeering Section from 2008 to 2011. He served as the prosecutor in ten trials during this time.

In 2014, Ethisphere Institute named Mr. Buretta a “Top Gun” in its list of “Attorneys Who Matter.”

Mr. Buretta was born in St. Louis, Missouri, and grew up in Fresno, California. He received his B.A. in 1993 from the University of California at Berkeley. In 1996 he received his J.D. cum laude from Georgetown University Law Center, where he earned the Edward Allen Tamm Award and was Editor-in-Chief of the Georgetown Law Journal’s Annual Review of Criminal Procedure. He rejoined Cravath in November 2013.

Education

J.D. Georgetown University Law Center, 1996, cum laude

B.A.
University of California at Berkeley, 1993

Clerkship

Hon. Peter K. Leisure, U.S.D.C. for the Southern District of New York

Organizations

Citizens Budget Commission

  • Board of Trustees
Professional Recognition

Ethisphere Institute’s “Attorneys Who Matter”
  • Top Gun (2014)
Attorney General’s Award for Distinguished Service, 2008

Attorney General’s Award for Exceptional Service, 2013

Charles E. Rose Award, Eastern District of New York Association, 2011

FBI Director’s Award for Excellence, 2013

Prosecutor of the Year, Federal Law Enforcement Foundation, 2008

United States Attorney’s Award for Management Excellence, 2009


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.


Randol has over 30 years experience providing audit and audit-related services to global companies engaged in all aspects of energy such as upstream, midstream, downstream and mining. In addition to audits of multinational company consolidated financial statements (US GAAP and IFRS), his experience includes mergers and acquisitions, carve-out audits, joint ventures, master limited partnerships, initial and secondary public offerings (US and foreign), SEC reporting matters and internal control assessments.

Since July 2012 (and from 1999 to 2002), Randol serves as a Partner in PwC’s National Professional Services. In this role, he oversees the SEC Services’ reviews for Energy, Mining and Power companies and provides technical support and resolution on significant SEC reporting and disclosure matters and industry topics.

Prior to July 2012, Randol was in Moscow over 5 years. During this time, he was the Global Engagement Partner OAO Gazprom and related companies (IFRS and US GAAP). In that role, he was responsible for all services provided to the group around the world.

Prior to Moscow, he served as engagement partner on large public energy companies and Quality Review Partner (QRP) for several other multinational energy and power companies.

Randol is a member of the firm’s Energy, Utilities and Mining IFRS Experts Committee which addresses key areas impacting EU&M companies, IFRS conversions, US GAAP differences and provides guidance to teams on such matters. He served as the Technical Liaison Partner for the firm’s Energy practice and a Risk Management Partner focusing on EU&M companies and provided technical support and resolution on high risk areas and internal control assessments. He has been an instructor on audit methodology, co-author of Petroleum Accounting 6th Edition and AICPA Oil and Gas Task Force member.