Edward F. Greene is senior counsel based in the New York office. Mr. Greene’s practice focuses on securities, corporate governance, regulatory and financial services reform and other corporate law matters.
ALLISON A. BENNINGTON is the General Counsel and a Partner of ValueAct Capital, a governance-oriented investment fund with approximately $15 billion in assets under management. ValueAct Capital invests in a concentrated portfolio of public companies and works actively with their executives and boards of directors on issues of strategy, capital structure, M&A and talent management. The partners at ValueAct Capital have served on the Boards of Directors of over 30 public companies.
Prior to joining ValueAct Capital in April 2004, Mrs. Bennington was the General Counsel of Atriax, Ltd. (“Atriax”), a joint venture of Deutsche Bank, J.P. Morgan Chase, Citibank and Reuters. Prior to joining Atriax, Mrs. Bennington was a Managing Director of Robertson Stephens, a full service investment bank, where she ran the Legal Department. Mrs. Bennington was previously a Partner in the London office of Brobeck Hale and Dorr International. Mrs. Bennington is a director of Seitel Inc. and is a member of the Advisory Board of the Program on Corporate Governance at Harvard Law School. She has a B.A. from the University of California at Berkeley and a J.D. from the University of California, Hastings College of the Law.
Hans-Michael Giesen is a partner in GIESEN HEIDBRINK, a Berlin law firm which was formed by two experienced partners performing a senior advisers’ role. Their joint firm focuses on corporate and transactional work, complex contracts as well as litigation and arbitration, often with an international dimension.
Michael specializes in corporate and transactional work. A significant part of his practice is devoted to acting as a notary public in corporate transactions.
Michael is a member of the legislative assembly of the German bar (Satzungsversammlung der Bundesrechtsanwaltskammer) where he also chairs the committee on professional rules and advertising. Nominated by the German Federal Bar, he is a member of the Council of the International Bar Association and of the Policy Committee of the IBA’s Bar Issues Commission. He is also an active member of a number of other international legal organizations, including the American Bar Association.
After having completed his legal education in Germany Michael graduated from the University of Michigan Law School with a Master of Laws degree. Since 1985 he has practiced twice in New York, in Frankfurt/Main and in Berlin, first as a partner with the German Bruckhaus firm, then with Freshfields Bruckhaus Deringer and a German national firm. In March 2012, together with Alfried Heidbrink, who has a similar background but focuses on dispute resolution, he founded his current firm.
Harlan Zimmerman is a Senior Partner of Cevian Capital, with responsibilities across investment, engagement and business matters of the firm. He is based in London and has worked with Cevian since 2003.
Cevian is Europe’s largest active ownership or “activist” manager, with c. €11 billion dedicated to constructive activist investing in listed Northern European companies. Cevian is long-only, does not use leverage, and has an investment horizon of 3-5 years (backed by an institutional capital base committed for a similar term). Cevian’s 24 investment professionals focus on c. 12-15 portfolio companies at a time (with ownership stakes of c. 5-20%) and work to add value through hands-on, constructive ownership. Cevian’s professionals often join portfolio company boards directly, and collectively have held c. 40 board seats in Finland, Germany, Norway, Sweden, Switzerland and the United Kingdom. By using the strong Northern European governance framework, Cevian has avoided ever having to use a proxy fight or publicly “attack” a company.
Prior to Cevian, Mr. Zimmerman was a partner at Capital Z Investment Partners, a sponsor of private equity and hedge funds. Previously, he managed listed equities and private equity at F & C Management (then Foreign & Colonial), and was a project financier at Morgan Grenfell. Mr. Zimmerman attended the Lauder Institute of the University of Pennsylvania, where he earned an MBA in Finance from Wharton and an MA in International Relations. He earned a BA in International Relations and Russian from the University of California, Davis. He is a dual US/UK citizen and has lived in London since 1992.
Jeff Knox, former head of the Fraud Section of the U.S. Department of Justice’s Criminal Division, is a Litigation Partner and member of the Firm’s Government and Internal Investigations Practice. He focuses on high-stakes criminal and regulatory matters, government investigations, and compliance counseling.
During his tenure at the DOJ, Jeff served as the Chief and, before then, Principal Deputy Chief, of the Fraud Section, which has criminal
enforcement responsibility for all Foreign Corrupt Practices Act (FCPA) investigations and prosecutions in the United States, and some of the
Justice Department's highest priority cases involving securities fraud, accounting fraud, health care fraud, and defense procurement fraud. Jeff supervised a team of nearly 100 prosecutors investigating multinational corporations and their executives and employees, including:
In reaching charging decisions against dozens of institutions during his tenure, Jeff was routinely involved in evaluating the strength of corporate compliance programs and the quality of companies' self-disclosures and cooperation in government investigations. Jeff was a significant contributor to the DOJ and SEC joint publication of A Resource Guide to the U.S. Foreign Corrupt Practices Act, and worked closely with the business community and legal, compliance and ethics leaders in increasing the transparency of enforcement decisions and priorities.
With the Fraud Section’s emphasis on cross-border criminal investigations, Jeff worked in close collaboration with criminal and civil regulators throughout Europe, Asia, South America, and Africa. He also conducted and supervised numerous investigations in cooperation with the Securities and Exchange Commission (SEC), Commodity Futures Trading Commission (CFTC), the Antitrust and Civil Divisions of the Justice Department, and United States Attorney’s Offices around the country.
Before joining the Fraud Section, Jeff was an Assistant U.S. Attorney in the Eastern District of New York, where he served as Chief of the Violent Crimes & Terrorism Section, conducted jury trials and evidentiary hearings, and handled appeals in the U.S. Court of Appeals for the Second Circuit. Jeff prosecuted and supervised numerous cases involving international terrorism and terrorist financing, racketeering, violations of the International Emergency Economic Powers Act (IEEPA), money laundering, asset forfeiture, and export control violations. Jeff prosecuted some of the most significant national security cases of the past decade, including al-Qaeda operatives for a terrorist plot targeting the New York City subway system; South American militants for a planned attack at JFK International Airport; and leaders and supporters of a South Asian terrorist organization for terrorist financing and international money laundering. In these roles, Jeff worked closely with the Justice Department’s National Security Division, Treasury Department’s Office of Foreign Assets Control (OFAC), Department of Defense, State Department, and Central Intelligence Agency.
Jeff was the recipient of the Attorney General’s Award for Exceptional Service (DOJ’s highest award), the Attorney General’s John Marshall Award for Trial of Litigation, the Attorney General’s Award for Furthering the Interests of U.S. National Security, the Federal Law Enforcement Foundation’s Federal Prosecutor of the Year Award, and the EOUSA Director’s Award for Superior Performance.
Jeff received his J.D., cum laude, from Northwestern University School of Law in 1999 and his B.S., magna cum laude from the University of Arizona in 1996.
Jo Rickard is a partner in the Litigation practice.
Jo has wide commercial litigation experience advising corporates, banks, liquidators and receivers as well as self-regulatory bodies in relation to a variety of claims. Jo advises on litigious matters across a range of industries, including Financial Institutions, Insurance and TMT.
Jo represents corporate, financial institution and individual clients, including Liverpool FC, ICE, ADGM, Cargolux, NESV and Areva.
Prior to joining Shearman & Sterling, Jo was a partner at Freshfields Bruckhaus Deringer from 1981-2006. While there she was the joint head of the worldwide Dispute Resolution Practice Group for five years and managing partner of Dispute Resolution in London for nine years. For two years from 1995, she was seconded to Lloyd’s of London as Director of Legal Services reporting to the then chairman, Sir David Rowland.
RECENT EXPERIENCE INCLUDES REPRESENTATION OF:
John Tribolati is Managing Director and EMEA General Counsel for JP Morgan.
John worked in the Legal Department at JPM from 1993-2001 in New York, Singapore and Tokyo, and at Goldman Sachs in Tokyo and London until 2015, most recently as EMEA co-General Counsel. He was also an associate at Cleary Gottlieb Steen & Hamilton in New York
He holds a B.S. from Cornell University and a J.D. from Cornell Law School, and is a member of the New York State Bar. He lives in London with his wife and daughter.
Mary Tokar was appointed to the International Accounting Standards Board (Board) in January 2013 and was reappointed for a second term in July 2017. Prior to joining the Board, Ms Tokar served as the global leader for KPMG’s International Financial Reporting Group, responsible for KPMG’s dialogue with global accounting regulators and standard-setters.
At KPMG, Ms Tokar worked with engagement teams and clients in developed and emerging economies on their transition to and application of IFRS Standards. She served as a member of the IFRS Interpretations Committee from 2001 to 2007 and was a KPMG global leader for employee benefit and share-based payment accounting.
Previously, Ms Tokar worked at the US Securities and Exchange Commission (SEC) as the international senior associate chief accountant. Ms Tokar was the lead SEC representative for international accounting issues; she also chaired an international committee of securities regulators working on disclosure and accounting issues for the International Organization of Securities Commissions (IOSCO).
Ms Tokar holds an MBA from New York University’s Stern School of Business, US.
Meredith Cross is a partner in the Transactional and Securities Departments, and a member of the Corporate Practice and Strategic Response Group in the Washington, D.C. office of Wilmer Cutler Pickering Hale and Dorr LLP. Ms. Cross advises public companies and their boards on disclosure and other corporate finance securities law and corporate governance matters, including SEC enforcement matters involving corporate finance issues. Ms. Cross rejoined the firm in 2013, after having served as Director of the Division of Corporation Finance of the SEC since 2009.
While serving as the Director of the Division of Corporation Finance of the SEC, Ms. Cross led the Division's efforts to implement both the Dodd-Frank Act and the Jumpstart Our Business Startups (JOBS) Act. Under her leadership, the Division recommended close to 60 rulemaking releases to the Commission. Ms. Cross testified before Congress numerous times on a broad range of issues including corporate governance, capital formation, risk retention in asset-backed securities offerings, executive compensation oversight, and agency management and budget.
Before first joining WilmerHale in 1998, Ms. Cross served in a variety of positions in the Division of Corporation Finance at the SEC from 1990 to 1998, including Deputy Director, Associate Director (International and Small Business) and Chief Counsel. Prior to first joining the SEC staff, she was an associate and counsel at King & Spalding in Atlanta from 1983-1990. She clerked for Judge Albert J. Henderson of the US Court of Appeals for the Eleventh Circuit (1982-1983).
Ms. Cross currently serves as Chair of the Securities Regulation Institute and as Co-Chair of the Practicing Law Institute’s Annual Institute on Securities Regulation. She is a frequent speaker at securities and corporate governance law conferences. She is a member of the Securities Institute Advisory Committee, a Fellow in the American College of Governance Counsel, and previously served as a member of the ABA Corporate Laws Committee. She is a member of the Board of Governors of the Wilmer Eye Institute at Johns Hopkins.
Honors & Awards
MICHELE J. HOOPER is President and CEO of The Directors’ Council which works with major companies to improve the effectiveness of their corporate governance. With over 20 years of corporate board experience, Ms. Hooper is an audit committee financial expert with significant experience leading the audit committees of several major companies, a highly regarded governance expert and business leader.
Ms. Hooper serves on the corporate boards of directors of PPG Industries, Inc. (Chair, Audit Committee) and UnitedHealth Group (Chair, Nominating and Governance). Ms. Hooper retired in April 2012 from service on the AstraZeneca PLC board (Senior Independent Director and Chair, Audit Committee). Until its sale in July, 2011 Ms. Hooper served on the board of Warner Music Group (Senior Independent Director and Chair, Audit Committee). Ms. Hooper retired as Chair of the Audit Committee and board member of Target Corporation, and previously was a board and audit committee member of Seagram Company Ltd. and DaVita Corporation.
Ms. Hooper is President, NACD Chicago Chapter and recently retired from the National board of the National Association of Corporate Directors (NACD). She has been a commissioner on the 2004 through the 2015 NACD Blue Ribbon Commissions on governance including Strategy Oversight, Board-Shareholder Communications, Director Liability, Risk Oversight, and Board Evaluations. Ms. Hooper served as co-chair of the 2010 NACD Blue Ribbon Commission on Audit Committees. Ms. Hooper is a board member and former Vice Chair of the Center for Audit Quality (CAQ), a public policy advocacy organization serving public company auditors, investors, and capital markets. She is Chair of the CAQ Working Group focused on Deterring and Detecting Financial Reporting Fraud. Ms. Hooper is also a senior advisor to CamberView Partners, an independent, investor-focused advisory firm for public companies. A Directorship Top 100 in Corporate Governance awardee, Ms. Hooper is a frequent panelist, speaker, faculty member, and boardroom advisor on governance and board committee issues.
Previously, Ms. Hooper served as President and Chief Executive Officer of Voyager Expanded Learning and of Stadtlander Drug Company, Inc. Prior to joining Stadtlander, Ms. Hooper was Corporate Vice President, Caremark International Inc, and President of the International Business Group, responsible for the expansion of Caremark into Europe, Canada and Japan. Ms. Hooper began her career at Baxter International and from 1988 to 1992, as President of Baxter Canada, Ms. Hooper led Canada’s largest health care and laboratory supplies company.
Ms. Hooper is a member of The Economic Club of Chicago, the Commercial Club of Chicago, the World President’s Organization (WPO), Executive Leadership Council (ELC), The Committee of 200, and The Chicago Network.
Ms. Hooper earned an MBA in Finance and Accounting at the University of Chicago and a BA in Economics at the University of Pennsylvania.
Mr. Mundheim is Of Counsel to Shearman & Sterling and Professor of Corporate Law & Finance at the James E. Rogers College of Law at the University of Arizona. He was formerly the Executive Vice President and General Counsel of Salomon, Inc. (1992-1997). Mr. Mundheim was the University Professor of Law and Finance at the University of Pennsylvania (1980-1992) and the Dean of the University of Pennsylvania Law School (1982-1989). In addition, Mr. Mundheim has served as General Counsel of the U.S. Treasury Department (1977-1980) and as Special Counsel of the Securities & Exchange Commission (1962-1963).
Mr. Mundheim was a member of the American Bar Association’s Standing Committee on Ethics and Professional Responsibility (2006-2012) and served as its Chair (2008-2011). He was a member of the Council of the American Law Institute (1985-2012) and served as a Consultant and Advisor to the Council on the Institute’s Principles of Corporate Governance (1980-1992). He also served as an Advisor to the American Law Institute’s Restatement of the Law – the Law Governing Lawyers, as a member of the American Bar Association President’s Task Force on Corporate Responsibility, and as a member of the Association of the Bar of the City of New York’s Presidential Task Force on Lawyers’ Role in Corporate Governance.
Paul Dudek is counsel in the Washington, D.C. office of Latham & Watkins. Mr. Dudek joins Latham after 23 years as Chief of the Office of International Corporate Finance in the US Securities Exchange Commission’s (SEC) Division of Corporation Finance.
Mr. Dudek’s practice covers all aspects of cross-border capital market transactions involving non-US companies and sovereigns, as well as related regulatory matters.
In his previous role, Mr. Dudek oversaw the Office’s efforts to develop and implement rulemaking initiatives and interpretive policies pertaining to US public and private offerings, listings and other transactions and periodic reporting by foreign private issuers in the US and multinational offerings by foreign and domestic issuers, especially with respect to Regulation S, Rule 144A, Form 20-F and Securities Act and Exchange Act filings by foreign private issuers, the Multijurisdictional Disclosure System (MJDS), American depositary receipts (ADRs) and International Financial Reporting Standards (IFRS).
Mr. Dudek has deep and rich experience in SEC registrations. During his tenure as Office Chief, more than 2,000 foreign private issuers completed their initial registrations with the SEC, including through traditional global or US-only IPOs, privatizations, spin-offs, straight listings and M&A transactions, and many sovereign issuers completed their initial US registered debt offerings. Similarly in that time, numerous foreign corporate and governmental issuers effected a wide range of follow-on capital markets transactions in SEC registered offerings.
Among his recent efforts, Mr. Dudek led various initiatives relating to IFRS, and he helped implement rulewriting and other projects under the Dodd-Frank Act of 2010 and the JOBS Act of 2012, including projects relating to cross-border derivatives transactions, the extra-territorial application of the anti-fraud provisions of the federal securities laws, and amendments to Rule 144A.
Mr. Dudek also served as the Commission’s representative to the Corporate Governance Committee of the Organization for Economic Co-operation and Development (OECD). He completed significant work relating to international organizations, including the International Organization of Securities Commissions (IOSCO) and the Financial Stability Board.
Prior to joining the SEC, Mr. Dudek was in private practice in New York, where he advised a range of foreign and US companies and financial intermediaries on capital markets transactions.
Mr. Dudek was an adjunct professor at Georgetown University Law Center.
Richard C. Morrissey is the Managing Partner of Sullivan & Cromwell’s London office. He has extensive experience representing corporates on cross-border mergers and acquisitions across a wide range of industries, and was formerly the head of S&C’s M&A group in Europe. He has also worked with numerous private equity firms on the buy side of transactions; on the sell side he has worked with corporate clients selling businesses to, or negotiating investments by, various private equity firms. He is also a former co-head of the Firm’s Private Equity practice.
Mr Morrissey has also participated in many international equity and debt offerings for non-U.S. private issuers. He is the regular senior U.S. securities counsel to Diageo and Eni. He is frequently consulted on capital markets matters by various investment banks.
Mr Morrissey is consistently recognised as a leading practitioner by market commentators and is a frequent speaker at conferences on M&A and securities issues. He was previously co-chair of the Practising Law Institute’s Annual Conference on Securities Regulation in Europe for five years. He was educated at Harvard University, the University of Cambridge and the University of Michigan Law School.
Rob Khuzami currently serves as Deputy United States Attorney in the United States Attorney’s Office for the Southern District of New York.
From July 2013 until January 2018, Rob was a partner in the Government & Internal Investigations Practice Group at Kirkland & Ellis LLP.
Rob served for four years (2009-13) as Director of Enforcement for the United States Securities and Exchange Commission.
From 2002 to 2009, Rob worked at Deutsche Bank AG in New York, serving first as Global Head of Litigation and Regulatory Investigations (2002-04) and then as General Counsel for the Americas (2004-09).
From 1990 to 2002, Rob served as an Assistant U.S. Attorney in the United States Attorney’s Office for the Southern District of New York, where he tried ten criminal trials to verdict. For three years (1999-2002), Rob served as Chief of that Office’s Securities and Commodities Fraud Task Force. Rob was also a member of the prosecution team in United States v. Abdel Rahman, et al., the then-largest terrorism trial in U.S. history that resulted in the conviction of Omar Ahmed Ali Abdel Rahman, and nine co-defendants for operating an international terrorist organization responsible for, among other things, the 1993 bombing of the World Trade Center, the 1990 murder of Rabbi Meir Kahane, and the July 1993 plot to bomb the United Nations, the Lincoln and Holland Tunnels, and the FBI Headquarters.
From 1984 to 1990, Rob was an associate at Cadwalader, Wickersham & Taft in New York.
From 1983 to 1984, Rob was a law clerk to the Hon. John R. Gibson of the United States Court of Appeals for the Eighth Circuit.
Rob is a 1983 graduate of Boston University School of Law, where he served as Editor-in-Chief of the American Journal of Law and Medicine, and a 1979 magna cum laude graduate of the University of Rochester, with a B.A. in political science and philosophy.
Sajid Hussein is head of Bank of America Merrill Lynch’s Legal department in Europe, Middle East and Africa. He is based in London and heads a group of lawyers that provides legal support to Global Banking and Markets in the region. Hussein’s team covers the breadth of businesses including capital markets trading and origination, M&A, investment grade and leveraged finance, equities, rates, currencies and commodities. The team also deals with regulatory, employment, litigation and insolvency issues in the region. In addition, Hussein is responsible for the Europe Card Services (MBNA) Legal team based in Chester.
Hussein joined Bank of America in 2005 as Associate General Counsel. He was previously a director in Deutsche Bank’s London-based Legal department. Prior to that he worked as a banking lawyer at international law firm Allen & Overy in both London and Paris.
He graduated in 1992 with a bachelor’s degree in Law from the London School of Economics and Political Science. He also holds a master’s degree in Commercial Law and European Law from the University of Cambridge and is admitted as a Solicitor of the Senior Courts of England and Wales.
Hussein is a member of the human rights group Liberty and sits on the advisory board of SEO London, a charity that mentors minority students.
Stephanie Avakian was named Co-Director of the U.S. Securities and Exchange Commission’s Division of Enforcement in June 2017, after serving as Acting Director since December 2016. She was previously the Division of Enforcement’s Deputy Director, serving from June 2014 to December 2016.
Before being named Deputy Director, Ms. Avakian was a partner at Wilmer Cutler Pickering Hale and Dorr LLP, where she served as a vice chair of the firm’s securities practice and focused on representing financial institutions, public companies, boards, and individuals in a broad range of investigations and other matters before the SEC and other agencies.
Ms. Avakian previously worked in the Division of Enforcement as a branch chief in the SEC’s New York Regional Office, and later served as counsel to former SEC Commissioner Paul Carey.
Ms. Avakian received her bachelor’s degree from the College of New Jersey and a law degree from Temple University’s Beasley School of Law, both with high honors.
THOMAS J. KIM advises public companies, their boards of directors and underwriters on a broad range of SEC disclosure and regulatory matters, capital market and tender offer transactions and corporate governance and compliance issues and practices. He also advises audit firms on independence and financial reporting issues. He handles matters for companies with the U.S. Securities and Exchange Commission, including obtaining no-action relief, interpretive guidance and waivers, as well as handling disclosure and financial statement reviews by the Division of Corporation Finance and SEC Enforcement investigations involving disclosure, registration or auditor independence issues.
Prior to joining Sidley in 2013, Tom served for six years as the Chief Counsel and Associate Director of the Division of Corporation Finance at the SEC. As Chief Counsel, Tom was responsible for the Division’s no-action, interpretive and exemptive positions, and under his leadership, the Chief Counsel’s Office revised and updated all of the Division’s telephone interpretations as Compliance and Disclosure Interpretations and issued several significant Staff Legal Bulletins related to shareholder proposals, legality and tax opinions and suspending reporting obligations. Tom also led a number of notable SEC rulemakings and policy initiatives, including implementing the JOBS Act’s requirement to eliminate the prohibition on general solicitation in Securities Act Rules 506 and 144A offerings, the concept release on the U.S. proxy system, and the interpretive release on the use of company websites.
Tom also oversaw the Division’s Office of Enforcement Liaison, which refers matters to the Division of Enforcement and advises on offering and disclosure-related issues in enforcement cases.
Prior to joining the SEC in 2006, Tom served as Corporate and Securities Counsel for the General Electric Company in Fairfield, CT.
Tom currently chairs the ABA’s Securities Law Opinions Subcommittee of the Federal Regulation of Securities Committee. As a past member of the ABA’s Committee on Corporate Laws, Tom edited several editions of the ABA’s Corporate Director’s Guidebook. He is a co-chair of Sidley’s Washington D.C. Diversity Committee.
Tom serves as Vice Chair of the Northwestern Pritzker Law School’s Annual Securities Regulation Institute.
Tracy K. Edmonson's practice focuses primarily on corporate finance, with a particular focus on high-yield debt offerings, debt tender offers and consent solicitations, equity-linked securities and complex restructurings. She also advises numerous companies, including foreign private issuers, on a variety of general corporate issues, including securities law compliance, financings and corporate governance.
Ms. Edmonson's extensive list of company clients includes Owens-Illinois, Thomas Cook Group, Wagamama, Interxion Holdings and Preem AB. She also frequently represents underwriters and lenders, including Goldman Sachs, JP Morgan, Barclays, RBS, Deutsche Bank and Credit Suisse, in acquisition financings and debt, equity and derivatives offerings.
Ms. Edmonson is a sought-after commentator on industry and legal trends and a frequent public speaker. She has been a guest lecturer at the London School of Economics, UCLA and at the Berkeley Center for Law, Business and the Economy. Ms. Edmonson also regularly appears on panels for the Practicing Law Institute and the Association for Financial Markets in Europe.
Ms. Edmonson’s recent transactions include advising:
- Owens Brockway Glass Container, Inc. in connection with its offering of US$800 million of Senior Notes due 2022 and 2025.
- A consortium of banks, Credit Suisse, ABN AMRO, Coöperative Centrale Raiffeisen-Boerenleenbank, Crédit Agricole, Deutsche Bank, HSBC, Nomura, ING, JP Morgan, Merrill Lynch, Morgan Stanley, Scotiabank and Société Générale, on the €964 million exchange offer and the €740 million tender offer related to Ziggo’s outstanding bonds
- A consortium of banks, including Bank of America Merrill Lynch, Goldman Sachs, Credit Suisse and JP Morgan in the offering of Senior and Senior Secured Notes for Virgin Media totaling over £2 billion
- Thomas Cook in connection with its offering of €525 million Senior Notes due 2020
- Credit Suisse, Deutsche Bank and Nomura in connection with the Birds Eye/Iglo Foods Group offering of €500 million of Floating Rate Senior Secured Notes due 2020
JD, University of California, Berkeley, School of Law (Boalt Hall), 1988
BA, Rice University, 1985
California, England and Wales (Registered Foreign Lawyer)
Yasmine Bassili is a Managing Director, and head of the Debt Underwriting Group in EMEA within Goldman Sachs. Prior to joining Goldman Sachs in 2007, Yasmine spent 10 years as a banking and Finance lawyer in New Zealand and London.
Adam is a US qualified partner with a focus on advising companies and investment banks on international offerings of equity, equity-related and debt securities. He also advises clients on cross border mergers and acquisitions and all aspects of compliance with U.S. securities regulation.
Admitted to the Bar, State of New York, 1998
Registered foreign lawyer, England and Wales, 2012
The European IPO market: signs of life, PLC Magazine, December 2012
US private offerings: Solicitation and advertising on the cards, PLC Magazine, October 2012
Pre-marketing in the EU and the US, convergence ahead? PLC Magazine, September 2010
Anatomy of a deal: IPOs, Lawyer 2B, October 2007
Preparing a company for an IPO, PLC Cross Border Quarterly, July - September 2007
Charles joined the firm in 1983, became a partner in 1990 and Senior Partner in 2008. Charles works principally in M&A and private equity, acting for sponsors and corporates. Much of his work is cross-border in nature.
He is rated in the top tiers of the most highly recommended M&A and private equity lawyers in the UK by the leading directories including Chambers.
Clients look to him particularly for strategic counsel and tactical input on a wide variety of legal matters including M&A negotiations and litigation.
Recent highlights include advising:
He was named Law Firm Leader of the Year at Legal Week’s British Legal Awards 2013 and Partner of the Year 2014 by Financial News.
Co-chair of the Securities Litigation and Enforcement Group at Paul, Weiss, Rifkind, Wharton & Garrison LLP, Daniel J. Kramer is a leading trial lawyer and litigator. Called “one of the stars of his generation” by Chambers USA and a “quiet giant” by Lawdragon, Dan has handled complex litigations for some of the world’s largest companies and has significant experience representing boards of directors on corporate governance issues and special committees in internal investigations. Recent matters have included representation of SAC Capital in litigation and investigations arising out of claims of insider trading; UBS in connection with the Detroit bankruptcy; Bank of America in litigations concerning its merger with Merrill Lynch; AIG in litigation with its former chairman Hank Greenberg; and Merck in litigation involving its cholesterol lowering drug Vytorin.
In 2014, Paul Weiss’ Securities Litigation and Enforcement Group was named Litigation Department of the Year by The American Lawyer, which called the practice “big, powerful and swaggering,” noting that “no other firm matched the number and magnitude of headline making securities litigation.” Similarly, Chambers routinely ranks the Securities Litigation Department in Band 1, stating that the Group has “a truly enviable securities litigation practice,” a “dazzlingly deep bench” and “some of the most cutting-edge securities cases.” And Legal 500 consistently gives the Group its highest rating, noting that “its excellent, wise counselors combine deep legal knowledge with a practical and business-like view.”
Mr. Kramer has been selected as a Band 1 securities lawyer in the United States by Chambers, as one of America’s leading lawyers handling “Bet the Company” litigation by Best Lawyers in America, as one of “New York’s Top 10 Lawyers” by Super Lawyers, as one of the “500 leading lawyers in America” by Lawdragon and as “one of the most influential people in corporate governance and the boardroom” by Directorship Magazine. He is the co-editor of Corporate Internal Investigations: An International Guide (Oxford University Press) and co-author of Federal Securities Litigation: A Deskbook for the Practitioner (Data Press) and of Regulation of Market Manipulation (Matthew Bender).
General Commercial Litigation
White Collar Crime & Regulatory Defense
J.D., New York University School of Law
B.A., Wesleyan University
magna cum laude
Hon. Wilfred Feinberg, Chief Judge, U.S. Court of Appeals, Second Circuit
Benchmark Litigation, “Local Litigation Star: New York”
The Best Lawyers in America, “Bet-the-Company Litigation”
Chambers USA, Band 1 for Securities Litigation (Nationwide and in New York)
Directorship Magazine, “100 Most Influential People in Corporate Governance”
Lawdragon, “500 Leading Lawyers in America”
The Legal 500
Super Lawyers, “New York’s Top 10 Lawyers”
Daniel Slifkin is a partner in Cravath’s Litigation Department. Over his 24 years at Cravath, Mr. Slifkin has tried numerous cases in state and federal courts throughout the United States, as well as domestic and international arbitrations. He has extensive experience representing some of the world’s leading financial institutions, and other companies, in securities claims (both as issuer and underwriter); shareholder derivative claims; claims arising out of financial advisory work; claims relating to private equity portfolio companies; and general contract disputes, among others. He is among the few litigators to have ever taken a securities case through trial, having handled two such jury trials in recent years.
On the issuer side, Mr. Slifkin has represented Vivendi for over a decade in some of the most significant and complex securities actions in recent history, including in a long-running class action that culminated in a four-month long, “f-cubed” securities fraud jury trial, and in a four-week jury trial over securities and contract claims brought by Liberty Media. He has also represented JPMorgan Chase and related entities (including Bear Stearns and Washington Mutual) in numerous residential mortgage-backed securities actions across the country, including the first two major RMBS securities actions to proceed through conclusion of discovery and summary judgment. Other issuer clients have included Alcoa, IBM, Lucent and priceline.com. On the underwriter side, Mr. Slifkin has represented DLJ, JPMorgan Chase and Morgan Stanley. He won the dismissal of a shareholder derivative action concerning executive compensation for Morgan Stanley, its inside directors and certain of its executives that was affirmed on appeal. He currently represents Morgan Stanley in several federal antitrust class actions alleging a conspiracy to restrain competition in the market for credit default swaps. In the private equity area, Mr. Slifkin represented Lindsay Goldberg & Bessemer in several lawsuits arising out of the public offering of its portfolio company EnergySolutions, Inc. He recently represented Lindsay Goldberg executives in purported class action lawsuits over the $2.1 billion sale of PetroLogistics LP to Koch Industries LLC; plaintiffs voluntarily dismissed all suits.
Mr. Slifkin has been recognized as one of the country’s leading commercial and securities litigators by numerous legal ranking publications, including Lawdragon, Chambers USA, The Legal 500 United States and Benchmark Litigation. He was twice recognized as “Litigator of the Week” in The Am Law Litigation Daily: first, for his representation of Morgan Stanley in Morgan Stanley v. Discover Financial Services, a breach of contract action in which he obtained a judgment of over $800 million against Discover Financial Services and, second, for his representation of JPMorgan in Dexia SA/NV, et al. v. Bear, Stearns & Co., et al., in which he obtained a summary judgment victory that eliminated from litigation securities with a face value of $1.5 billion.
Mr. Slifkin was born in London, England. He received a B.A., with first class honors, from Oxford University in 1987; a B.C.L., with first class honors, from Oxford University in 1988; and a J.D. magna cum laude from Harvard Law School in 1991, where he was an Editor of the Harvard Law Review and a Sears Prize winner. Mr. Slifkin is a member of the Second Circuit Courts Committee of the Federal Bar Council, a fellow of the American Bar Foundation, a member of the International Bar Association and serves as a member of the Northeast Subcommittee on the ICC National Arbitration Committee for the U.S. Council for International Business. He also serves on the Board of Trustees of Americans for Oxford and as its General Counsel. He joined Cravath in 1991 and became a partner in 1998.
Emma is the UK General Counsel at Deutsche Bank AG, based in London.
Emma joined Deutsche Bank in 1995 after spending six years at Slaughter and May. Prior to that she studied law at Bristol University and Guildford College of Law.
Emma is a member of the Bank's Global Legal Exco, UK Regional Governance Board, dbPride Allies Advisory Board and UK Risk Diversity Council. In November 2013 Emma and her team won an in-house award at The Legal 500's inaugural UK awards. Emma was also listed in the In-House Lawyer’s inaugural GC Powerlist, 2013 and the Lawyer Magazine's "Hot 100" list of lawyers.
Jennifer is a partner in the corporate department of our London office and has a broad practice covering M&A and equity capital market transactions as well as general corporate advice.
Jennifer has advised on a broad range of public and private M&A transactions and has a particular interest in the healthcare sector where her recent experience includes advising Novartis on its transaction with GSK and advising AstraZeneca in its defence of the offer by Pfizer.Jennifer spent a year on secondment at the Financial Services Authority working on the Listing Rules Review and a year on secondment with a global investment bank.
Joe Ucuzoglu is the chairman and chief executive officer of Deloitte & Touche LLP. As the leader of the US Audit & Assurance practice, Joe is responsible for overseeing all aspects of the organization including execution of our quality, innovation, growth, and talent strategies. He maintains significant audit client responsibilities, serving as the advisory partner for selected client engagements, and is a frequent speaker on issues impacting the audit profession and regulatory landscape. Joe also serves on Deloitte’s Global Board of Directors.
Recognized as a leader in the public accounting profession’s drive to continuously improve audit quality, Deloitte’s public company audit clients in the US total over $7 trillion in market capitalization and include 23 percent of Fortune 1000 companies.
Previously, Joe was Deloitte’s national managing partner for government, regulatory, and professional matters. In this role, he was responsible for Deloitte’s interactions with regulators and elected officials as well as overseeing the government affairs, public policy, independence, and ethics functions.
Prior to rejoining Deloitte, Joe served as senior advisor to the chief accountant at the Securities and Exchange Commission (SEC), advising on complex accounting, auditing, and public policy matters, and interacting frequently with other governmental agencies and Congress.
Joe is a graduate of the University of Southern California (USC). He serves on the board of directors of the US Chamber of Commerce, the board of trustees of the SEC Historical Society, and the executive committee of USC’s SEC Financial Reporting Institute. He is a member of the Committee on Capital Markets Regulation, an independent research organization dedicated to enhancing the competitiveness of US capital markets and ensuring stability of the US financial system, and is active in the Center for Audit Quality, an autonomous group devoted to fostering high-quality performance by public company auditors.
T +44 (0)20 7090 3222
Mergers and Acquisitions
Corporate and Commercial
Infrastructure, Energy, Natural Resources (IEN)
Kathy has a broad corporate practice which has encompassed a wide range of transactions, including initial and secondary public equity offerings, private acquisitions and disposals, takeovers, joint ventures and private equity transactions.
Kathy has also been involved in advising on the establishment of private equity funds (listed and unlisted) and on various structured finance transactions.
Highlights include advising:
Kathy is listed as a leading individual in the Corporate/M&A: High-end Capability section of Chambers UK, 2014 and is also listed in the M&A section of The Legal 500, 2013. She is also an officer on the Securities Law Committee of the IBA.
Kevin is one of the leading high yield lawyers in Europe and has been practising in the European high yield market since its inception.
He led teams that were awarded Finance Team of the Year in 2014, High Yield Team of the Year in 2013 and shortlisted Banking and Finance Team of the Year in 2012. Kevin is recognized as a leading lawyer for high yield in Chambers (Band 1), Legal 500 and IFLR.
Recent deals include: Kuwait Energy, KCA Deutag, Study Group, Vue Entertainment, Fesco Transportation, Liberty Global/Virgin Media, Perstorp, SBS Nordic, Refresco, Dematic, Ferrexpo, Alcatel Lucent, Avangard, TMD Friction, ENRC, Cable & Wireless and Manchester United.
Laura is general counsel of the Investment Banking Division (IBD) with global responsibility for the IBD Legal and the Capital Markets Legal groups. She serves as counsel to the Firmwide Commitments Committee and Asia Pacific Commitments Committee and is a member of the Firmwide Operational Risk Committee and the IBD Client and Business Standards Committee. Laura also represents the firm on the Equity Capital Markets Board of the Association for Financial Markets in Europe. She is the Legal Department’s MD ally for the Lesbian, Gay, Bisexual and Transgender Network.
Laura joined Goldman Sachs in 1998 as a vice president in the Special Execution Group (now IBD Legal) and became co- head of the European group in 2001. She was named managing director in 2004.
Prior to joining the firm, Laura was an associate with the London office of Sullivan & Cromwell from 1992 to 1996 and a vice president with J.P. Morgan Investment Management Inc. in London in the Legal and Compliance Department in 1997.
Laura earned a BA in International Relations from Michigan State University in 1988 and a JD from The Ohio State University College of Law in 1992.
Mr. Oakes is a partner in Davis Polk’s Corporate Department, resident in the London office. He is head of the firm’s European Financial Institutions Group. Mr. Oakes represents European companies and investment banks in securities offerings and other financings in the international public and private markets. He has extensive experience in advising non-U.S. companies on initial public offerings of equity and high-yield debt securities and offerings of investment-grade debt securities. Mr. Oakes also advises clients on various aspects of mergers and acquisitions and all aspects of compliance with U.S. securities regulation. He concentrates in securities offerings by financial institutions.
Since the mid-1990s, Mr. Oakes has advised on equity, debt and hybrid capital transactions for many financial institutions, including AEGON, Allianz, AXA, Banco Espirito Santo, Banco Popular Espanol, Banco Sabadell, Delta Lloyd, Istituto Nazionale delle Assicurazioni, Fortis Group, ING Group, RBS, SEB, UBS and Zurich Financial Services. He has regularly advised such investment banks as Citi, Morgan Stanley, J.P. Morgan, Goldman Sachs and Bank of America Merrill Lynch in capital markets transactions.
He advised Standard Life plc and Old Mutual, the South African insurer, on their demutualizations, London Stock Exchange listings and concurrent international equity offerings.
Recent transactions include advising:
Recent transactions advising underwriters include:
Named by Accounting Today as one of the “top 100 most influential people in accounting,” Michael R. Young is a litigation partner at New York’s Willkie Farr & Gallagher LLP where he chairs the firm’s securities litigation practice.
His practice concentrates on the representation of companies, audit committees, officers, directors, accounting firms, and investment banks in United States and international securities class actions, SEC proceedings, and special committee investigations. His trial work includes the landmark jury verdict for the defense in the first class action tried to a jury pursuant to the Private Securities Litigation Reform Act of 1995. He has served as a member of FASB’s Financial Accounting Standards Advisory Council, as chair of the New York City Bar Association’s Financial Reporting Committee, and as counsel to the American Institute of Certified Public Accountants and the Center for Audit Quality.
A prolific author on the subjects of financial reporting, audit committee effectiveness and the role and responsibilities of the independent auditor, Mr. Young’s books include The Financial Reporting Handbook (Wolters Kluwer 2003), Accounting Irregularities and Financial Fraud (Harcourt 2000) and, most recently, Financial Fraud Prevention and Detection: Governance and Effective Practices (Wiley 2014). Mr. Young is a much sought speaker and commentator on financial reporting issues, and has been regularly quoted in such publications as The Wall Street Journal, The New York Times, Fortune, Forbes, USA Today, The Washington Post, and The National Law Journal. He has also appeared as an invited guest on Fox Business News, CNBC, MSNBC, CNN, and BNN (Canada).
Mr. Young is a graduate of Allegheny College and the Duke University School of Law, where he was Research and Managing Editor of the Duke Law Journal.
Raj S. Panasar is a partner based in the London office.
Mr. Panasar's practice focuses on international financing transactions. He represents corporate issuers and financial institutions in public and private international equity, high yield and other debt offerings, and also advises on syndicated bank lending transactions and leveraged finance.
A recognized expert on complex listings under the new EU prospectus regime and a member of the London Stock Exchange’s Primary Markets Group, he has represented many issuers, including major emerging market companies, in their IPOs and London Stock Exchange listings, as well as representing leading investment banks as underwriters of high profile capital markets transactions. He has also advised on many high yield and other leveraged finance transactions.
Mr. Panasar has been distinguished as a leading capital markets lawyer by Chambers Global, Chambers Europe, Chambers UK, The Legal 500 UK, PLC Which Lawyer? and IFLR.
Mr. Panasar joined the firm in 1997 and became a partner in 2007. He joined Goldman Sachs in London in 2000, where he worked for one year. He rejoined the firm in 2001. Mr. Panasar received an LLB law degree from the London School of Economics.
Mr. Panasar is co-editor of and a key contributor to European Securities Law, a comprehensive guide to the law and regulations that govern Europe's capital markets (Second Edition Oxford University Press, 2014).Mr. Panasar is a solicitor of the Senior Courts of England and Wales and is a member of the Bar in New York.
Sharon Nelles, a partner in the Firm’s Litigation Group and member of the Firm’s Managing Partners Committee, represents financial institutions and global companies in the kinds of high-profile, critical company matters that implicate not only civil litigation but also related regulatory, congressional and criminal investigations and enforcement actions. She is currently active in many matters arising from the subprime mortgage crisis.
Ms. Nelles has represented such clients as Moody’s, JPMorgan Chase, Goldman Sachs, Standard Chartered Bank, Microsoft and Diageo in class action and other complex litigation, including the Microsoft indirect purchaser cases, the JPMorgan Chase/Bank One merger litigations and the Goldman Sachs mutual funds fee disputes. She has tried cases in the state and federal courts on behalf of such clients as Microsoft, Eastman Kodak Company and General Bank, and has represented prominent firms and individuals in proceedings before the Department of Justice, the United States Congress, the Securities and Exchange Commission and several state attorneys general.
Ms. Nelles frequently conducts investigations for corporate clients, special committees and boards of directors.
Selected Professional Activities and Community Involvement
Ms. Nelles is the Co-President of the Board of Directors of Judges and Lawyers Breast Cancer Alert (JALBCA), and sits on the Board of Directors for Her Justice. She is on the Leadership Board for Out in Law and is a member of the Resource Board for the National Association of Women Judges.
Selected Rankings and Recognitions
1993, Boston College Law School, J.D.
1990, New York University, M.A.
1987, Mount Holyoke College, A.B.
Stuart Alford QC is Head of Division (Fraud) at the Serious Fraud Office, overseeing a team of 75 case investigators and lawyers, investigating the manipulation of LIBOR and other projects, including the Barclays-Qatar recapitalisation case. He has been with the SFO since July 2012 and is a member of the SFO's Management Board.
Stuart was called to the bar in 1992 and was appointed Queen’s Counsel in April 2014. Prior to joining the SFO, Stuart’s practiced in national and international crime from chambers at 36 Bedford Row, London. In the UK he specialised in fraud, mostly prosecuting on behalf of the Crown Prosecution Service. His international practice was focused on crimes against humanity and war crimes, including United Nations Prosecutor in East Timor from 2001 to 2003, Legal Adviser to the Iraq High Tribunal (Saddam Hussein trials) from 2005 to 2006 and Chair of the War Crimes Committee of the International Bar Association from 2008 to 2013.
Nick Shaw is a Partner in the Firm's Corporate Department. He represents private equity sponsors and banks in capital markets and acquisition finance transactions. His private equity financing experience includes numerous representations for sponsors such as KKR, Apax and Blackstone and their portfolio companies.
He received his B.A.(Jur.) from the University of Adelaide in 1991, his LL.B.(Hons.) from the University of Adelaide Law School in 1994, an LL.M.(Comm.) from the University of Adelaide Law School in 1997 and an LL.M. from Columbia University School of Law in 1997. He was a James Kent Scholar at Columbia in 1997.
Brad Gans was the Chief Legal Officer for Europe, Middle East and Africa until November 2017, covering all businesses within the region. He is currently the Citibank, N.A. London Branch Manager. Previously Brad was Senior Deputy General Counsel for Citi’s Markets and Banking in EMEA. Prior to moving to London in 2000, Brad was the General Counsel for SSB’s New York investment banking and capital markets divisions. Brad has been with Citigroup since April 1993.
Prior to joining Citigroup, Brad was an Associate in the General Practice Group at Sullivan & Cromwell in New York from September 1985 to April 1993.
Brad received his B.A. from William Jewel College, summa cum laude in 1981. He received his Masters at Cambridge University in 1982 and his J.D. from Washington University in May 1985. He was admitted to the Roll of Solicitors for England and Wales in 2011.
John W. White is a partner in Cravath, Swaine & Moore LLP's Corporate Department and serves as Chair of its Corporate Governance and Board Advisory practice. From 2006 through 2008, he served as Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission, which oversees disclosure and reporting by public companies in the United States. During his over 25 years as a partner at Cravath, John has focused his practice on representing public companies on a wide variety of matters including, more recently, public reporting and disclosure obligations, corporate governance matters and restatements, revisions and other financial crises.
John is a member of the Financial Accounting Standards Advisory Council (FASAC), which advises the Financial Accounting Standards Board (FASB). From 2010 to 2018, he served as a member of the Standing Advisory Group (SAG), which advises the Public Company Accounting Oversight Board (PCAOB). John is a member of the Board of Directors of Financial Executives International (FEI) and a member of the Board of Trustees and Chair of the Audit Committee of the Practising Law Institute (PLI). He served three years on the New York Stock Exchange’s Legal Advisory Committee, four years as Chairman of the Securities Regulation Institute, five years as Co-chair of PLI’s Annual Institute on Securities Regulation and six years on the Board of Trustees and Audit Committee of the SEC Historical Society. John was twice selected by the National Association of Corporate Directors (NACD) as one of the 100 “most influential people in the boardroom and corporate governance community.”
Cecil Quillen is a London-based U.S. partner of Linklaters LLP, and is the leader of the Firm’s global U.S. securities practice. He works on a broad spectrum of securities and finance matters, with a special emphasis on cross-border offerings of debt and equity securities, particularly emerging-markets, investment-grade and high-yield/covenant-intensive debt securities, and is also actively involved in U.S.-related aspects of the Firm’s structured finance practice. Cecil regularly speaks at a variety of professional conferences, is an officer of the Securities Law Committee of the International Bar Association and chairs its Underwriting and Distribution Subcommittee, sits on the Advisory Committee for Securities Regulation in Europe of the Practising Law Institute and served from 2005 until 2016 as a member of the board of directors of the High Yield Division of the Association for Financial Markets in Europe (formerly the European High Yield Association).
Cecil is also a member of the board of directors of Bank of Georgia Group PLC, the London-premium-listed/FTSE-250-constituent holding company for the largest commercial bank in Georgia. He is a trustee of the University of Virginia Law School Foundation and UK Friends of Harvard University.
Cecil became a partner of Linklaters in 1996 and was resident in the Firm’s New York office before transferring to the London office in 2000. He was educated at Harvard (A.B., 1985) and the University of Virginia (J.D., 1988), clerked for Hon. John D. Butzner, Senior Circuit Judge, U.S. Court of Appeals, Fourth Circuit, and practiced for a number of years at a large New York-based law firm, before joining Linklaters. He is admitted to practice in New York and the District of Columbia.
David Bradbery joined Barclays in 2012 and leads the Technical Accounting Group for Europe. His team provides guidance on accounting for new and complex transactions, new standard implementation and inputs on proposed standards. Prior to Barclays, David spent nine years at UBS in Finance working in technical accounting and valuation related roles. David qualified as an accountant with Arthur Andersen, studied Modern History at Oxford University and has a Masters in Finance from London Business School.
Mark Danzey (London) is a Member of KKR and joined KKR Capital Markets in 2009. Prior to joining KKR he worked for J.P. Morgan’s European leveraged finance and capital markets team. Mr. Danzey has led a broad spectrum of debt and equity financings for KKR portfolio companies and third party clients. He holds a first class degree in Business Administration from the University of Bath.
Sarah Murphy is the head of Freshfields Bruckhaus Deringer’s US capital markets practice in Europe and Asia and co-head of its international capital markets group. She is a London-based US partner of the firm and has more than 30 years’ experience of advising a wide range of clients from around the world. She acts for companies looking to access the US and international capital markets, and also for investment banks. Clients come from various sectors including energy and natural resources, financial institutions, infrastructure, pharmaceuticals, real estate, retail and telecoms and from various jurisdictions including, Germany, Luxembourg, Russia, South Africa, Spain, Sweden, Finland, the UK and Ukraine. Her track record includes the full range of equity, debt and hybrid offerings, including IPOs, rights issues and other secondary offerings, GDR offerings, accelerated book builds, all types of bond issuance and liability management transactions.
Sarah is recognised as a leading lawyer for equity and debt capital markets by Chambers and Legal 500 and is a regular speaker at external conferences and is on the Advisory Committee for the Practicing Law Institute’s Annual Securities Institute on EU and US Securities Law in London.
Sarah joined Freshfields in 1998. Previously she was at Cravath, Swaine and Moore (New York and London) and clerked for Judge John F. Keenan on the US Federal Court for the Southern District of New York. She was educated at Williams College (BA 1977) and Fordham (JD 1983).
Simon Dodds is Co-General Counsel at Deutsche Bank AG. Mr. Dodds joined Deutsche Bank in 1999 when Deutsche Bank took over Bankers Trust Company. At that time, he was appointed General Counsel UK, based in London, and from 2001, became General Counsel UK and Western Europe. From 2010 to 2013, Mr. Dodds was Global Head of Compliance at Deutsche Bank; in January 2013, he became Co-Deputy General Counsel; and assumed the role of Co-General Counsel in January 2016. From 1991, Mr. Dodds had been Managing Director in the Legal Department of Bankers Trust Company in London. Before joining Bankers Trust, Mr. Dodds was an Associate at Cleary Gottlieb Steen & Hamilton in New York and London. Mr. Dodds attended Northwestern University School of Law, JD, 1984 and was an undergraduate at Cambridge University.
Sung-Hee Suh is the Deputy Assistant Attorney General overseeing the Fraud, Appellate and Capital Case Sections in the Criminal Division of the U.S. Department of Justice. Her responsibilities include supervising cases involving the Foreign Corrupt Practices Act (“FCPA”), securities and commodities fraud, health care fraud and government program fraud, as well as formulating federal enforcement policies on white-collar crime and coordinating interagency, multi-district and international law enforcement efforts. Ms. Suh re-joined the Justice Department in September 2014 following 15 years at the New York law firm of Schulte Roth & Zabel LLP, where she was a partner in the Litigation Group and handled numerous securities and commodities fraud, FCPA, Bank Secrecy Act, anti-money laundering and economic sanctions matters. She previously served as an Assistant U.S. Attorney in the Eastern District of New York, including as Deputy Chief of the Organized Crime and Racketeering Section. She graduated from Harvard College, Harvard Graduate School of Arts and Sciences, and Harvard Law School.
Jamie Symington is Director of Investigations at the FCA with responsibility for of securities and markets investigations and intelligence. He is a lawyer with experience at the Bar and in government, before joining the FSA in 1999. He has worked in policy and casework roles in the FSA/FCA Enforcement and Financial Crime Division, and has previously headed up investigation departments for both wholesale and retail conduct investigations.
Jim is a manager in the UK Listing Authority within the FCA’s Markets division, specialising in disclosure issues attaching to listed companies under the UK regulatory regime. Jim’s team is responsible for monitoring the “continuing obligations” for listed companies, including the channels used to make disclosures to investors. Prior to this Jim worked for Ernst & Young and Andersen in London.
Mr. Simpson has been based in London since 1990 and before that practiced law in Skadden’s New York office throughout the 1980s. Mr. Simpson advises clients on cross-border mergers and acquisitions, including contested and hostile bids. He also has significant experience advising a variety of public companies on complex corporate governance issues.
Mr. Simpson’s recent mandates include advising Konecranes plc on its US$1.28 billion acquisition of Terex Corporation’s material handling and port solutions unit; Nokia Corporation in its combination with Alcatel-Lucent; LetterOne Holdings S.A. in its US$5.8 billion acquisition of the oil and gas unit of RWE AG; Israel Corporation Ltd. in its spin-off of Kenon Holdings Ltd. into a separate, publicly traded company; and Colfax Corporation in its US$2.4 billion acquisition of Charter International plc. He also advised Outokumpu Oyj in its €2.8 billion acquisition of the Inoxum business unit from ThyssenKrupp AG, and the subsequent sale of ThyssenKrupp Acciai Speciali Terni S.p.A. and Outokumpu VDM GmbH to ThyssenKrupp AG; and Alfa-Access-Renova in the US$56 billion sale of TNK-BP to Rosneft Oil Company. These latter three matters won IFLR’s “M&A Deal of the Year” awards for 2012, 2013 and 2014, respectively.
He also advised Central European Distribution Corporation, one of the largest distributors of vodka in Russia and Poland, in connection with an initial PIPE investment by Roust Trading Limited and the subsequent restructuring of CEDC via a prepacked Chapter 11 filing. This transaction was recognised for its innovation, including “Restructuring Deal of the Year” at the 2014 IFLR Americas awards and “Global Finance Deal of the Year, Restructuring and Insolvency, Europe” for 2013 as part of The American Lawyer 2014 Global Legal Awards.
In 1999, Mr. Simpson represented Gucci in one of Europe’s most significant takeover defence case studies, successfully resisting a hostile takeover attempt by LVMH Moët Hennessy Louis Vuitton SA. He then advised Gucci in numerous acquisitions of European luxury goods companies, including its acquisition of Yves Saint Laurent. Mr. Simpson also advised Gucci and the company’s independent directors in connection with PPR’s (now Kering) 2004 successful public offer for all Gucci shares.
In 2005, Mr. Simpson acted for Arcelor SA against an unsolicited US$22.8 billion bid from Mittal Steel N.V., and in the subsequent US$33.8 billion merger of Arcelor and Mittal in 2006. He also represented Mannesmann AG in the US$199 billion acquisition of Mannesmann by Vodafone AirTouch Plc in 1999-2000. This transaction, which began as a hostile takeover, remains the largest corporate acquisition to date. Mr. Simpson lectures and participates in seminars on topics related to his practice, including those sponsored by the Practising Law Institute and the American Bar Association. He is an adjunct professor at Ohio State University’s Moritz School of Law and is a regular guest lecturer at Harvard Law School and the Luxembourg University. He also has written and co-authored articles for, among other publications, The Business Lawyer.
Mr. Simpson’s transactional experience has been profiled in The American Lawyer, The Financial Times, The Evening Standard and The Wall Street Journal. Mr. Simpson consistently is ranked among the top transaction lawyers in Europe according to mergermarket data on the value of European M&A deals. He is one of the world’s leading M&A lawyers, according to the Chambers & Partners guides in the U.K., Europe and globally. Mr. Simpson is an adjunct professor at Ohio State University Moritz School of Law and guest lecturer at Harvard School of Law, among other universities.