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Understanding the Securities Laws Fall 2015


Speaker(s): Adam E. Fleisher, Ann Beth Stebbins, Anna T. Pinedo, Catherine M. Clarkin, David K. Boston, Douglas I. Koff, Jennifer L. Nadborny, Kenneth L. Josselyn, Linda E. Rappaport, Lisa M. Kohl, Marjorie E. Gross, Meredith Kotler, N. Adele Hogan, Peter W. LaVigne, Raymond Y. Lin, Richard F. Langan, Jr., Thomas G. Seaman, Trevor S. Norwitz
Recorded on: Dec. 17, 2015
PLI Program #: 58981

Thomas G. Seaman is General Counsel and Chief Compliance Officer of Orbis International, Inc., a global organization dedicated to eye healthcare and eradicating preventable blindness.  Prior thereto he was SVP, General Counsel and Chief Compliance Officer of Teladoc, Inc., the oldest and largest telemedicine company in the United States; SVP, General Counsel and Chief Compliance Officer of Best Doctors, Inc., a global medical information provider; SVP, General Counsel and Secretary of GoldenSource Corporation, a global software company; and VP, General Counsel and Secretary of BenefitPoint Holding Corp.  In addition, Mr. Seaman was formerly the Corporate Counsel of Marsh & McLennan Companies, Inc.; and Corporate Counsel of Reliance Group Holdings, Inc.

In over 25 years of practicing law Mr. Seaman has developed extensive experience in securities, corporate finance, mergers and acquisitions, private equity investments, health care services, telemedicine, insurance, international legal affairs, technology, intellectual property and corporate governance matters.  Prior to his in-house legal positions, he was with the firm Shearman & Sterling concentrating in corporate and international finance, and private equity transactions.  Mr. Seaman is an honors graduate of Columbia University (A.B.) and St. John’s University School of Law (J.D.), where he was a member of the Law Review.  He also completed an advanced program in securities law at Harvard Law School. 

Mr. Seaman is the author of a number of articles including, Foreign Corrupt Practices Act--Recent Developments, St. John's University School of Law Corporate Counsel Institute (2010); Options Backdating, City Bar Center for CLE (2008); Electronic Contracts, City Bar Center for CLE (2003); Electronic Signatures, The New York City Bar (2001); Impact of the New Audit Committee Requirements on the Solicitation of Proxies, The New York City Bar (2000); and Underwriting Documents: Their Purpose and Content, Practicing Law Institute (1988).  He is a member of the New York, California, and U.S. Supreme Court Bar. 

Mr. Seaman sits on the board of directors of Tuesday’s Children, the largest charitable organization dedicated to helping families impacted by 9/11 and other acts of terrorism; and is a member of the Advisory Council of The Fresh Air Fund, A charitable organization founded in 1877 to give inner-city children summer vacations.


Marjorie E. Gross practices law in New York City, focusing on the regulation of banking and capital markets activities.  She was General Counsel of the New York State Banking Department from June 2007 through September 2011, served as Interim General Counsel of TD Bank N.A. during 2012 and was a Managing Director and Associate General Counsel at JPMorgan Chase Bank for 15 years, heading the Debt Capital Markets Group in the Legal Division.

Ms. Gross has been active in the fields of legal and judicial ethics since 1986.  She has been a member of the New York State Bar Association Committee on Professional Ethics since 199 and has chaired that committee since September 2014.  She served on the Committee on Professional Responsibility of the New York County Lawyers' Association from 1988 to 1996, and chaired that Committee from 1988 to 1991.  She was an Advisor to the American Law Institute's Restatement of the Law Governing Lawyers from 1999 to 2001.  She was a lecturer in Professional Responsibility at Columbia University Law School from 1986 to 1991 and lectures frequently on legal ethics. 

Ms. Gross also served from 2003 through 2009 on the New York State Bar Association Committee on Standards of Attorney Conduct (COSAC), which proposed the Rules of Professional Conduct, and represented then-Chief Judge Judith Kaye on the committee that assisted the Administrative Board in promulgating the Rules of Professional Conduct in 2009.

Ms. Gross is a graduate of Mount Holyoke College and Georgetown University Law Center.


Peter LaVigne is a partner at Goodwin Procter LLP in the firm’s Financial Institutions Group.    Mr. LaVigne advises clients in connection with securities distributions, including private offerings exempt under Rule 506(b) and (c) of Regulation D.  He represents investment banks and issuers in public offerings with respect to Regulation M and the rules of FINRA concerning corporate financing and underwriter conflicts of interest. He also advises clients concerning broker-dealer regulation, including the registration of new broker-dealers, mergers and acquisitions involving broker-dealers and ongoing compliance responsibilities of broker-dealers. Mr. LaVigne has a growing practice representing financial technology companies offering online  services and platforms in or adjacent to regulated areas, and advises banks, investment advisers and private fund managers, as well as broker-dealers, concerning the evolving municipal advisor registration requirements and the pay-to-play prohibitions of the SEC and state and local governments. Mr. LaVigne is Chair of the Securities Regulation Committee and Secretary of the Business Law Section of the New York State Bar Association, and was the founder and first chair of the American Bar Association Subcommittee on FINRA Corporate Financing Rules.


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 


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

Ms. Stebbins’ representative transactions include:

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

- Funds advised by Apax Partners LP in:

· their acquisition of ECI Software Solutions and the North American business of Exact Group B.V.;

· their acquisition of a majority stake in Accenture LLP’s Duck Creek insurance software business;

· their acquisition of a controlling interest in FULLBEAUTY Brands, Inc.;

· their acquisition of Quality Distribution, Inc.;

· their acquisition of Advantage Sales & Marketing from J.W. Childs Equity Partners and its subsequent sale to affiliates of private equity firm Leonard Green & Partners, L.P. and funds advised by CVC Capital Partners Limited; and

· their acquisition of Tivit, a leading technology service provider in Brazil.

- Bally Technologies, Inc. in its $5.1 billion acquisition by Scientific Games Corporation, a supplier of instant-win lottery tickets and a manufacturer of lottery terminals;

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

- Colfax Corporation in the sale of its fluid handling products to CIRCOR International, Inc. and its acquisition of Victor Technologies Group Inc. from Irving Place Capital;

- Empresas Polar S.A. in connection with the formation of a joint venture with PepsiCo, Inc. and Grupo Embotelladoras Unidas, S.A.B. de C.V. to manufacture and distribute beverages in Mexico;

- Gucci Group N.V. in its successful defense against a hostile takeover attempt by LVMH Moët Hennessy Louis Vuitton S.A.; and its independent directors in connection with Pinault-Printemps-Redoute’s acquisition of the publicly held shares of Gucci; and in numerous acquisitions of European luxury goods companies, including Sanofi Beauté (which includes the Yves Saint Laurent clothing and perfume businesses), Balenciaga S.A., Stella McCartney Ltd., Alexander McQueen Ltd. and Bedat S.A.;

- J. C. Penney Company, Inc. in its acquisition of the Liz Claiborne and Monet trademarks from Liz Claiborne, Inc.;

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

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

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

- WABCO Holdings Inc. in its pending $7 billion acquisition by ZF Friedrichshafen AG.

Ms. Stebbins lectures and participates in seminars on topics related to her practice. She was recognized as an Outstanding Women Leader by Georgetown University Law Center and was the 2018 recipient of the John Carroll Award, the highest honor bestowed upon a Georgetown alumnus. She also has been named as a Woman Dealmaker of the Year by The M&A Advisor and has been named in Lawdragon 500 Leading Lawyers in America.


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.


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.


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.”


Jennifer L. Nadborny is Senior Counsel in the Corporate department of Simpson Thacher & Bartlett LLP and a member of the firm’s Public Company Advisory Practice, where she advises companies on a wide range of ongoing matters, including periodic reporting, proxy statements and annual meetings, corporate governance, director independence, executive compensation disclosure, stock exchange compliance and Regulation FD.

Ms. Nadborny’s practice particularly focuses on compliance and reporting under Section 13(d) and Section 16 of the Securities Exchange Act of 1934, Rule 144 and Rule 10b5-1, related to a variety of transactions and other corporate matters, including those involving initial public offerings, merger and PIPE-related activities, transactions by officers and directors, equity compensation reporting, and registered and unregistered sales by significant shareholders. 

Ms. Nadborny received her B.A. with distinction from Cornell University in 2001 and her J.D. from the University of Virginia School of Law in 2004, where she was a member of the Order of the Coif.


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.


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

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

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

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

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

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


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

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

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

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


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

Expertise

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

Experience

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

Thought Leadership

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

Education

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

BS, Yale University, 1980

Bar Qualifications

New York

Languages

Chinese (Mandarin), English

Recognition Highlights

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

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

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

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

Recommended in the Best Lawyers in America for gaming law

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

Director, Appleseed Foundation, Safe Passages Project


Cathy Clarkin is a partner in Sullivan & Cromwell’s Capital Markets and Financial Institutions Groups and is the deputy managing partner of the Firm’s Capital Markets Group. She advises clients on a wide variety of capital market transactions across a broad range of industries. Ms. Clarkin has extensive experience in public and private offerings of equity and debt securities by U.S. and non-U.S. issuers, including IPOs, secondary offerings, complex debt issuances, liability management transactions and securities issued in connection with mergers, acquisitions and joint ventures. She regularly advises a broad range of clients on ongoing public company matters, including corporate governance and disclosure matters.


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.


Lisa M. Kohl is a Legal Branch Chief in the Office of Consumer Products, one of the 11 specialized industry offices in the Division of Corporation Finance at the U.S. Securities and Exchange Commission.  Lisa manages the legal staff and assists in overseeing the disclosure review program for the Office, which focuses on retailers, utilities and certain service-oriented companies and their compliance with the disclosure and filing obligations under the Securities Act of 1933 and the Securities Exchange Act of 1934.  Previously, she served as an Attorney-Advisor in the same Office.  Lisa joined the Commission in 2010.  Lisa earned her B.A. from the University of Michigan and her J.D. from the American University Washington College of Law.