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Securities Filings 2015: Practical Guidance in a Changing Environment


Speaker(s): Charles F Walker, Dietrich A. King, Gideon Schor, Jeffrey S. Hochman, Keir D. Gumbs, Lillian Brown, Mark A. Borges, N. Adele Hogan, Steven V. Bernard, Stuart H. Gelfond, William J. Chudd
Recorded on: Sep. 3, 2015
PLI Program #: 59170

Ms. Hogan currently is a Director in Global Audit at an investment bank. She focuses on audit and bank regulatory matters. Prior to her current position, Ms. Hogan's practice focused on securities law and financings, M&A, restructurings, derivatives, internal investigations, dispute resolutions, bank regulatory matters (including Volcker Rule, AML, FCPA, and OFAC), compliance and risk.

In the securities area, Ms. Hogan has worked for underwriters and issuers in a wide array of industries on offerings of diverse types of securities, including investment grade debt, IPOs of common stock, trust preferred securities, medium-term note programs, 144A offerings, debt tenders, and consent solicitations. She regularly advises on SEC reporting, disclosure and corporate governance issues. Throughout her career, Ms. Hogan has worked on more than 125 offerings totaling over $200 billion.

In the M&A area, she has experience with public company tender offers, going-private transactions, spin-offs, joint ventures and private equity deals.

Her corporate work in the restructuring and bankruptcy area involves diverse industries, including airlines, automotive, chemicals, energy and utilities, financial institutions, gaming, hotels and leisure, real estate, and retail.

In regulatory, compliance, risk and internal investigations, her work has included FCPA and whistleblower matters, SEC and FINRA regulatory matters, AML, Volcker Rule and corporate governance work.

She has practiced corporate law at some of New York City’s largest firms, including Cravath, Swaine & Moore LLP for over 10 years, and Cadwalader, Wickersham & Taft LLP, Shearman & Sterling LLP and Willkie, Farr & Gallagher, and has been an equity partner at Linklaters LLP and White & Case LLP.

SELECTED RECOGNITION

  • Nationally ranked for six years as a leading lawyer in the area of capital markets by Chambers USA: America's Leading Lawyers for Business
  • Named in New York Best Lawyers – 2013, 2014 and 2015

DIRECTORSHIPS

  • Past Trustee of The Spence School, New York
  • Past Chairman and Trustee of The School for Strings, New York
  • Past director of non-for-profit and several private companies


Gideon Schor is a partner in Wilson Sonsini’s New York office, where his practice focuses on securities and commercial litigation, intellectual property, appeals, compliance matters, white collar crime, and internal investigations.

As a securities litigator, Gideon has had numerous victories, including dismissal of a securities fraud action against LifeLock in the District of Arizona, dismissal of a Section 11 action against Xinhua Finance Media in the Southern District of New York, dismissal of an M&A action against Goldman Sachs in Hawaii state court (followed by a fee award to Goldman Sachs of $1.1 million), and dismissal of a derivative action against Hewlett-Packard in the Northern District of California followed by an affirmance in the Ninth Circuit. In Delaware M&A actions against 3Com, Gideon won a denial of expedition followed by a denial of both expedition and interlocutory appeal. In 2007-08, Gideon represented Facebook and Mark Zuckerberg in Facebook et al. v. Eduardo Saverin. Currently, Gideon represents Google and its directors in class action and derivative litigation in the Delaware Court of Chancery.

As an appellate litigator, Gideon has won dozens of cases. Most recently, Gideon persuaded the Second Circuit to vacate a decision denying recovery against a preliminary injunction bond. Adopting Gideon's argument, the court concluded that the American Rule does not bar recovery of attorney's fees spent complying with a wrongful preliminary injunction—the first such holding in the federal courts. On remand, the district court granted recovery of the bond in full, and Gideon persuaded the Second Circuit to affirm. Gideon also represents numerous clients in appeals to the Federal Circuit.

In the U.S. Supreme Court, Gideon successfully petitioned for certiorari and argued in U.S. ex rel. Eisenstein v. City of New York, which concerned appellate jurisdiction. Gideon has also made numerous amicus filings, including a brief on behalf of geneticist Eric Lander that the Justices mentioned repeatedly at oral argument in Ass'n for Molecular Pathology v. Myriad Genetics (AMP). The arguments adopted by the AMP Court mirror those in Gideon's amicus brief.

Gideon joined Wilson Sonsini Goodrich & Rosati from Credit Suisse First Boston (CSFB), where he served as director of litigation for the Americas from 2003 to 2005. During his tenure, he was responsible for the company's civil litigation docket in North and South America, specializing in securities underwriting, investment banking, derivatives, asset management, and real estate. He conducted numerous internal investigations, chaired CSFB's e-discovery project, and worked with counsel at other banks on industry-wide matters.

Prior to CSFB, Gideon spent 13 years in the civil division of the U.S. Attorney's Office for the Southern District of New York, where he was appointed chief appellate attorney in 1999. He supervised all of the federal government's civil appellate litigation in the U.S. Court of Appeals for the Second Circuit, including recommendations to the U.S. Solicitor General concerning Supreme Court review. Besides litigating more than 200 appeals, he maintained a steady trial practice, representing dozens of federal agencies in complex regulatory and constitutional matters and focusing on commercial fraud, the False Claims Act, and civil RICO. In 2001, he received the Justice Department's Award for Superior Performance. His work in the government resulted in 99 reported decisions and 50 other Web-accessible decisions.

From 1989 to 1990, Gideon clerked for the Honorable J. Edward Lumbard of the U.S. Court of Appeals for the Second Circuit.

A frequent lecturer on electronic discovery, Gideon has been an adjunct professor at New York Law School and Fordham Law School, where he taught conflict of laws and legal writing, respectively. Gideon has also served on the Amicus Committee of the Securities Industry Association.


Jeffrey S. Hochman is a partner in Willkie’s Corporate and Financial Services Department. Mr. Hochman specializes in mergers and acquisitions of both public and private companies, public offerings, private equity transactions and general corporate and securities law.  He regularly advises boards of directors and executives regarding corporate governance issues and other sensitive matters.

Over the past several years, Mr. Hochman has worked closely with a broad range of companies, including pharmaceutical, insurance and technology companies.  He advises issuers on ongoing SEC disclosure and other corporate matters, while also representing underwriters in connection with various securities offerings.  Mr. Hochman has also worked on “going private” transactions and special committee assignments, as well as other securities and M&A transactions. 

SELECTED PROFESSIONAL AND BUSINESS ACTIVITIES

Mr. Hochman is a member of the Business Law Section of the American Bar Association.  He has spoken on the Sarbanes-Oxley Act and corporate governance issues, MD&A, negotiating merger agreements and other corporate and securities issues for the Practising Law Institute. 

SELECTED SIGNIFICANT MATTERS

Recent significant transactions include representing:

The Sterling Group in its sale of DexKo Global Inc.
Teva Pharmaceutical Industries Ltd. in its series of three multi-tranche, multi-market offerings of senior notes aggregating $20.4 billion to finance its acquisition of Actavis Generics 
Teva Pharmaceutical in its $6.75 billion aggregate ADS and mandatorily convertible preferred stock offerings
Special Committee of the Board of Directors of WuXi PharmaTech Inc. in its $3.3 billion management-led leveraged buyout
HealthEquity, Inc. in connection with its $147 million IPO and various follow-on offerings 
 
BAR ADMISSIONS

Mr. Hochman is admitted to the Bar of the State of New York. 

EDUCATION

Mr. Hochman received a JD from Columbia University School of Law in 1991, where he was a Stone Scholar.  He received a BS from Columbia University School of Engineering in Chemical Engineering and a BA (magna cum laude in Chemistry) from Yeshiva University in 1988.


Keir Gumbs is a partner in the corporate and securities practice at Covington & Burling LLP. Keir started his career at the SEC, where he served for six years - first as a staff attorney, later as a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance and finally as counsel to SEC Commissioner Roel Campos.

Keir is recognized as a leading authority on securities regulation and corporate governance who represents a cross-section of constituencies in securities and governance matters, including companies ranging in size from Fortune 50 companies to venture-backed firms, as well as public pension funds, hedge funds, faith-based investors and trade associations.

Representative Matters

At Covington, Keir’s practice is equally distributed into the following three categories:

  • Advising companies, investors and regulated entities with respect to ongoing securities regulatory compliance - including preparing SEC filings, as well as Dodd-Frank and Sarbanes-Oxley developments.
  • Advising boards and investors with respect to corporate governance developments - regarding matters such as board and committee independence, cybersecurity, internal controls, shareholder proposals, proxy access, enhancing political spending disclosures and similar matters.
  • Advising companies and investors on a variety of transactional matters, including securities offerings, crowdfunding, IPOs, mergers, tender offers, share repurchase programs and similar matters.

Representative CLIENTS

  • Corporate clients include large public companies, as well as small newly public or private companies representing a range of industries, including consumer goods, pharmaceuticals, oil and gas and FinTech.
  • Investor clients include the Council of Institutional Investors and CalPERS, as well as private investors and hedge funds.
  • Pro bono clients include faith-based organizations, such as the Interfaith Center for Corporate Responsibility, microfinance organizations, such as Kiva, as well as organizations focused on sustainability and the environment, such as the Center for Responsible Travel.

Honors and Rankings

  • Most Influential Black Lawyers, Savoy Magazine (2015)
  • Who’s Who Legal, Corporate, M&A and Governance (2015)
  • "D.C. Rising Star”, National Law Journal (2014)
  • DC Super Lawyers, Securities & Corporate Finance (2014-2015)
  • "Trailblazers Under 40", National Bar Association (2014)
  • America's Leading Business Lawyers, Securities: Regulation: Advisory (2012-2015), Chambers USA
  • “2011 Rising Star of Corporate Governance”, Millstein Center for Corporate Governance and Performance
  • Selected as one of the "People to Watch" in the National Association of Corporate Directors 2011 and 2012 “Directorship 100”


Lillian Brown is a partner in the Transactional and Securities Departments and a member of the Corporate Practice Group. Ms. Brown advises clients, including public companies and their boards, on federal securities law compliance and corporate governance matters. She has extensive experience in SEC reporting and disclosure requirements, shareholder proposal and proxy matters, the federal securities laws relevant to control-related transactions, proxy access and shareholder activism and engagement. Ms. Brown regularly counsels public company clients on new and evolving disclosure and governance requirements and practices, including under the Dodd-Frank and JOBS Acts. Ms. Brown works with a diverse range of companies, from Fortune 500 to private companies, spanning multiple industries including financial services, technology, entertainment, consumer products, security, biotechnology and retail.

Learn more about Ms. Brown's practice and how she can support your startup on WilmerHaleLaunch.com

Past Experience

Ms. Brown joined the firm in 2013, after having worked at the Securities and Exchange Commission (SEC) in the Division of Corporation Finance since 1999. In her time at the SEC, Ms. Brown served as Senior Special Counsel to the Director of the Division of Corporation Finance, working directly with three different Directors. In this role, she advised on significant technical and policy matters, supervised and participated in numerous rulemakings and other projects and worked closely on legislative and other intergovernmental matters. Ms. Brown played a key role in rulemaking and other implementation efforts related to the Dodd-Frank Act and the JOBS Act.

Between 2002 and 2005, Ms. Brown was a Special Counsel in the Office of Mergers and Acquisitions in the Division of Corporation Finance, and from 1999 to 2002 she was an Attorney-Advisor in Disclosure Operations in the Division of Corporation Finance.

Professional Activities

Ms. Brown serves as Vice Chair of the American Bar Association's Federal Regulation of Securities Committee Subcommittee on Proxy Statements and Business Combinations. She is also a member of the NASDAQ Hearings Panel and the Society of Corporate Secretaries and Governance Professionals. Ms. Brown previously served as an elected member on the DC Bar's Corporation, Finance and Securities Law Steering Committee from 2014–2017.

Ms. Brown is a frequent speaker and author on corporate governance and SEC reporting and disclosure-related topics.

Community Involvement

Ms. Brown is Vice Chair of the Capitol Hill Day School Board of Trustees.

Honors & Awards

Ms. Brown is the recipient of the SEC’s 2010, 2006 and 2003 Law and Policy Award and the 2007 Paul R. Carey Award.


Mark A. Borges is a principal with Compensia, Inc., a management consulting firm providing executive compensation advisory services to compensation committees and senior management of knowledge-based companies. From April 2003 until September 2007, he was a principal for Mercer in the firm’s Washington Resource Group in Washington, DC. Previously, Mr. Borges was a Special Counsel in the Office of Rulemaking, Division of Corporation Finance with the United States Securities and Exchange Commission.  Before that, he was General Counsel for ShareData, Inc.  Mr. Borges practiced law with the firms of Ware & Friedenrich (now DLA Piper) from 1987 to 1992 and Pillsbury, Madison & Sutro (now Pillsbury Winthrop) from 1982 to 1987.  From 1981 to 1982, he served as law clerk to the Honorable Marion T. Bennett of the United States Court of Claims in Washington, DC.

Mr. Borges is the author of SEC Executive Compensation Disclosure Rules (2nd Ed.), published by the American Bar Association, and a co-author of the Lynn, Borges & Romanek Executive Compensation Disclosure Treatise and Reporting Guide. He is also an Adjunct Professor at the Georgetown University Law Center, teaching a course of the securities law aspects of executive compensation.

A California native, Mr. Borges graduated from Humboldt State University in 1976.  He received his J.D. from Santa Clara University in 1979 and an L.L.M. in Taxation from New York University in 1981.  He is a member of the American Bar Association.


Stuart H. Gelfond is a corporate partner, resident in Fried Frank's New York office and Co-Head of the Firm's Capital Markets practice. He joined the Firm in 1986 and became a partner in 1993.

Mr. Gelfond concentrates his practice in corporate finance transactions, including representation of issuers and underwriters, in domestic and international high-yield, investment-grade and convertible debt offerings, acquisition financings, and initial public offerings. Mr. Gelfond has extensive experience serving as counsel to corporations and broker-dealers on securities, corporate governance and other regulatory issues. For over a decade, Mr. Gelfond has been actively involved in numerous offerings for business development companies and currently acts as issuer’s counsel for Goldman Sachs BDC and underwriters’ counsel for numerous BDCs. He regularly represents clients in private equity and acquisition transactions, and has been actively involved in corporate restructurings, including acting as lead counsel to ACA Capital Holdings and Sonic Automotive in their corporate reorganizations.

Mr. Gelfond has been a guest lecturer at New York University's Stern School of Business, New York Law School and elsewhere on debt covenants, MD&A and accounting, and financial due diligence matters, and speaks regularly on securities law and corporate governance topics for the Practising Law Institute and the New York City Bar.

Mr. Gelfond is consistently recognized by Chambers Global: The World's Leading Lawyers for Business and Chambers USA: America's Leading Lawyers for Business as a leading individual in Capital Markets: Debt & Equity (Nationwide). He has been recognized by Chambers USA in Capital Markets: REITs (Nationwide). He is consistently recognized by Legal 500 in Capital Markets: Equity Offerings, Capital Markets: Debt Offerings and Capital Markets: High-Yield Debt Offerings. He is additionally recognized in Capital Markets: Global Offerings.

Mr. Gelfond is President of the Board of Directors of Berkshire Hills Eisenberg Camp, a not-for-profit sleepaway camp for kids and senior citizens, which provides an outdoor, summer, educational and recreational experience for kids and adults of any means in a multi-generational setting.

Mr. Gelfond received his JD from New York University School of Law in 1986, where he was elected to the Order of the Coif and served as an articles editor of the Law Review. He received his BS, magna cum laude, with a concentration in finance and accounting from The Wharton School at the University of Pennsylvania in 1983. He is admitted to practice in New York.


Mr. Chudd is a member of Davis Polk’s Corporate Department, concentrating in mergers and acquisitions, joint ventures and related matters. His experience includes a wide variety of U.S. and international mergers and acquisitions transactions, including the following:

  • Comcast in its:
    • pending merger with Time Warner Cable and related transactions with Charter Communications
    • commercial agreements with Verizon Wireless
    • investments in Clearwire with Google, Intel, Sprint, Time Warner Cable and others
  • Shire in its acquisitions of ViroPharama, Lumena Pharmaceuticals, SARcode Bioscience, Lotus Tissue Repair, FerroKin BioSciences and New River Pharmaceuticals
  • MSCI in its acquisitions of IPD Group and RiskMetrics, and its disposition of Institutional Shareholder Services Inc. (ISS)
  • Maidenform on its acquisition by Hanesbrands
  • Ameriprise Financial in connection with its sale of its deposits business to Barclays
  • VF Corporation in its acquisition of The Timberland Company
  • Federal Reserve Bank of New York and the U.S. Treasury in connection with the recapitalization of American International Group (AIG)
  • ExxonMobil in its acquisition of XTO Energy
  • Roche in its going-private acquisition of Genentech
  • PartnerRe in its acquisition of ParisRe
  • Warner Chilcott on the amendment to its global collaboration agreement with sanofi-aventis
  • AstraZeneca in its $16 billion tender offer for MedImmune
  • Credit Suisse in its investment in Ospraie Group

Mr. Chudd has also represented Tailwind Capital Partners and other private equity funds in their acquisitions and investments. Mr. Chudd is currently based in Davis Polk’s New York office.


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

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

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

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


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


Steve Bernard is a partner at Wilson Sonsini Goodrich & Rosati, where he specializes in representing U.S. and non-U.S. companies in domestic and crossborder public offerings, mergers and acquisitions, and SEC compliance. Steve has extensive experience in cross-border corporate transactions, including the initial public offering of Trintech Group Plc, which was the first simultaneous duallisting of American Depositary Shares on Nasdaq and the Neuer Markt, the acquisition of Applied Learning Limited, an Australian Stock Exchange-listed company, through a scheme of arrangement, the $1.6 billion sponsored global secondary offering of American Depositary Shares by Infosys Technologies Limited, the public-to-private transaction for Transware Limited, and the structuring and implementation of Logitech International's Global Share Program. His practice includes all aspects of public and private company representation, including private financings and corporate governance. He also has represented underwriters in numerous public offerings and investors in venture capital financings.

Prior to joining Wilson Sonsini Goodrich & Rosati, Steve practiced law with Fried, Frank, Harris, Shriver & Jacobson in New York.