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Acquiring or Selling the Privately Held Company 2015


Speaker(s): Ackneil M. Muldrow III, Alyssa A. Grikscheit, Brandon C. Gruner, David W. Pollak, Marie L. Gibson, Marshall Heinberg, Matthew P. Salerno, Melissa Sawyer, Michael A. Diz, Michael S. Sackheim, Peter A. Laveran-Stiebar, Vincent R. Martorana
Recorded on: Jun. 11, 2015
PLI Program #: 59378

Ackneil M. Muldrow III, Partner in the New York office of Akin Gump Strauss Hauer & Feld LLP. Ackneil M. (Trey) Muldrow, III principally focuses his practice on merger and acquisition transactions and corporate governance counseling.

Education: J.D., University of Virginia School of Law, 1995; A.B., Princeton University, 1992; Bar Admissions, New York.

Corporate • Mergers and Acquisitions • Corporate Governance • Private Equity • Special Situations

Mr. Muldrow draws upon over 20 years of legal experience when providing legal advice to clients in complex domestic and international transactions. Mr. Muldrow’s transactional experience includes mergers, acquisitions, divestitures, joint ventures and control and minority investments across a variety of industry sectors. Mr. Muldrow’s clients have included a wide range of corporations, private equity and hedge funds as well as sovereign and fundless sponsors.

In addition to his transactional matters, Mr. Muldrow is frequently called upon to advise senior executives and boards of directors of private and exchange listed companies on sophisticated corporate governance matters as well as with respect to compliance with the federal securities laws.

Mr. Muldrow serves on the Firm’s Corporate Department Steering Committee and leads the New York office Diversity Committee.


Alyssa A. Grikscheit has a diverse corporate practice that currently emphasizes complex transactions and alternative investment funds. Her experience also includes private equity and hedge funds, mergers and acquisitions, strategic alliances and restructurings. Alyssa is fluent in Spanish and French and has extensive experience in international transactions, particularly those involving Latin America and other emerging markets such as China and India. Alyssa represents domestic and foreign clients making cross-border investments. She also represents buyers and sellers, including private equity funds and their portfolio companies, in acquisitions, dispositions, strategic alliances, restructurings and financings, including transactions in regulated industries such as the healthcare, pharmaceutical, energy, telecommunications and defense industries. In addition, Alyssa represents sponsors of alternative investment funds in fund formation and other aspects of their operations. Such funds have included distressed debt, energy, infrastructure, real estate opportunity, agribusiness, fintech, microfinance and emerging market funds.

Alyssa is ranked in Chambers Global, Chambers USA and Chambers Latin America where “she is noted for her work in the M&A and private equity space and has longstanding experience dealing with cross-border transactions in Latin America.” Additionally, she has been recognized in IFLR1000 as a “Rising Star” for Investment Funds in the U.S. Alyssa was also recommended in Private Equity Funds in The Legal 500 US and in Capital Markets and Corporate M&A in The Legal 500 Latin America. Alyssa has also been recognized by Latinvex in “Latin America’s Top 100 Lawyers” and is featured as one of “Latin America’s Top 50 Female Lawyers: Corporate/M&A.”

Alyssa actively represents a nonprofit in establishing and capitalizing microfinance institutions in emerging markets on a pro bono basis. She served as co-chair of the Inter-American Committee of the New York State Bar Association’s International Section and is a Life Fellow of the American Bar Foundation.

Alyssa graduated cum laude from The University of Michigan Law School in 1994.  She received a Diploma in European Studies from the College of Europe in Bruges, Belgium in 1991 and an A.B. magna cum laude from Harvard College in 1990.


Brandon C. Gruner is a counsel in the firm's Corporate Department and its Intellectual Property Group and Cybersecurity & Data Privacy practice. His practice focuses on all aspects of corporate intellectual property, technology and privacy law, including: joint ventures and strategic alliances in which IP is the key asset; trademark, copyright, patent and software licensing; IP and IT aspects of mergers, acquisitions, divestitures, initial public offerings, bankruptcy-related reorganizations and financings; and branding, development, distribution, publishing and services agreements involving IP, social media and IT. He also regularly counsels clients on legal and market developments regarding IP, social media, IT, privacy, data protection and cybersecurity; IP and IT separation issues in spin-off and carve-out transactions; and IP special purpose entities. He has a broad array of experience in the media, telecommunications, entertainment, fashion, sports, hospitality, health care, energy, FinTech, insurance and private equity industries. He has advised clients as diverse as Warner Music Group, Verizon Communications, Tribune Company, Johnson & Johnson, Schneider Electric, Mitsui, LG Electronics, Northwestern Mutual, Clayton, Dubilier & Rice, Prudential and The Carlyle Group, among others. He has also presented on intellectual property issues in various types of corporate transactions at Practising Law Institute.

Mr. Gruner joined the firm in March 2008. He received a J.D., magna cum laude and Order of the Coif, from Seton Hall University School of Law in May 2005, and a B.A. in History, magna cum laude and Phi Beta Kappa, from New York University in May 1999. While at Seton Hall, Mr. Gruner was an Articles Editor for Seton Hall Law Review and was the author of “A New Hope for International Space Law: Incorporating Nineteenth Century First Possession Principles Into the 1967 Space Treaty for the Colonization of Outer Space in the Twenty-First Century,” 35 Seton Hall L. Rev. 299 (2004).

Prior to joining the firm, Mr. Gruner worked as an associate in the New York office of Proskauer Rose LLP from 2005 until 2008. Prior to attending law school, Mr. Gruner was a professional writer and editor for magazines such as FHM, ESPN the Magazine, Sport Magazine, Muscle Media and New York Post Sports Week and often appeared on television and radio shows as a guest contributor.

Mr. Gruner also serves on the Board of Directors (and was Chair from 2011 to 2014) of New York City Children's Theater (f/k/a Making Books Sing), a New York not-for-profit organization that creates original, entertaining and enriching theater for young audiences and adults to enjoy together, and which promotes children's literacy and social development through professional theater productions and arts-in-education programs.

Mr. Gruner is a member of the Bar of the State of New York.


David W. Pollak has more than 30 years of experience as a corporate lawyer. He represents clients in public and private offerings of securities, including initial public offerings, and merger and acquisition transactions. David works closely with life sciences, financial services, technology, information services, and investment banking clients, and represents private equity firms. David serves as the firm’s Managing Partner of Operations, responsible for the firm’s financial performance, and is a member of the firm's Management Committee.

David served as leader of the firm’s business and finance practice for seven years, an elected member of the firm’s Compensation Committee for eight years, and an Advisory Board member for six years. He teaches a third-year course in negotiating skills in the context of M&A and securities transactions as an adjunct professor at New York University School of Law.

 

SELECTED REPRESENTATIONS

Represented Cambridge Global Payments in its sale, for approximately C$900 million, to Fleetcor.

Represented Mercury Payment Systems in its sale, for approximately $750 million, to Silver Lake Partners.

Represented Health Net, Inc. in its $6.8 billion cash and stock merger with Centene Corporation.

Represented Nash Finch Company in its $1.3 billion merger with Spartan Stores Inc.

Represented Electra Ltd. in its acquisition of Gilston Electrical and Hellman Electric.

Represented Anterios, Inc. in its sale to Allergan.

Represented Portware in its sale for $265 million to FactSet.

Represented BlackBerry in its acquisition of AtHoc, Inc.

Represented BlackBerry in its acquisition of WatchDox, Inc.

Represented BlackBerry in its acquisition of Movirtu Limited.

Represented Conifer Securities in its sale to The Carlyle Group.

Represented SpartanNash in its acquisition of Caito.

Represented SpotOn Transact in its acquisition of EmaginePOS Inc.

Represented FastPay in its acquisition of AnchorOps.

Represented Nash Finch Company in its asset acquisition of Bag 'N Save.

Represented BlackBerry in its sale of its subsidiary, Newbay Software Limited.

 

EDUCATION

University of Chicago Law School, J.D.

Princeton University, A.B., summa cum laude


Marie L. Gibson is a corporate partner in Skadden’s New York office, who concentrates primarily on mergers and acquisitions and general corporate matters. She has represented acquirers, targets and financial advisors in U.S. and international mergers and acquisitions, including public and private transactions as well as negotiated and contested acquisitions. Her experience includes proxy contests, corporate governance advice, work with distressed businesses and other general corporate matters. Although her practice is broad-based, she has extensive experience in the health care and energy industries. In 2011, Ms. Gibson was named “Woman Dealmaker of the Year” by The M&A Advisor.

Significant representations include:

  • Anheuser-Busch InBev in its $20.1 billion acquisition of the remaining stake of Grupo Modelo, S.A.B. de C.V. not previously owned by it;
  • DigitalGlobe, Inc., a provider of earth imagery and geospatial information solutions, in its $900 million merger with GeoEye, Inc., an information technology provider for the aerospace and defense industry;
  • Valeant Pharmaceuticals International, Inc. in multiple acquisitions and licensing agreements, including its pending $8.7 billion merger with Bausch & Lomb; its
  • $440 million acquisition of Obagi Medical Products; its $312 million acquisition of OraPharma from Water Street Healthcare Partners, LLC; its $425 million acquisition of Dermik, a developer of dermatological products, from sanofi-aventis; the
  • $345 million acquisition of Ortho Dermatologics from Janssen Pharmaceuticals, Inc., an affiliate of Johnson & Johnson; its acquisition of the North American rights to Elidel® and Xerese™ from Meda AB; and the $300 million acquisition of the U.S. and Canadian rights to Zovirax® from GlaxoSmithKline plc;
  • Mylan Laboratories Inc. in a variety of matters, including its pending $1.6 billion acquisition of the Agila injectables businesses from Indian pharmaceutical company, Strides Arcolab Limited; its acquisition of India-based Matrix Laboratories Ltd.; its attempted acquisition of King Pharmaceuticals; and its defense against an unsolicited offer by Carl Icahn to acquire Mylan and in a related proxy fight;
  • Castle Harlan, Inc., a private equity firm, in its acquisition of Securus Technologies, Inc. from H.I.G. Capital, LLC, as well as in its acquisition of IDQ Holdings, Inc. from Arsenal Capital Partners;
  • Carnegie Hall in a variety of corporate matters;
  • MDS Inc. in the $650 million sale of its analytical technologies business to Danaher Corporation;
  • Delphi Corporation in a variety of corporate matters relating to its Chapter 11 case, including the stalking horse bid that eventually led to its exit from bankruptcy;
  • Fairfield Greenwich Group in a variety of matters, including the transfer of its fund of funds business to Sciens Capital Management, LLC;
  • Anheuser-Busch Companies, Inc. in its $52 billion acquisition by InBev N.V. (Brazil-Belgium). This deal was named “U.S. M&A Deal of the Year” for 2008 at the Financial Times and merger market M&A Awards Americas (October 30, 2008);
  • Bentley Pharmaceuticals, Inc. in its $360 million sale to Teva Pharmaceutical Industries Limited and the related spin-off of CPEX Pharmaceuticals, Inc.; and
  • VISX, Incorporated in its successful proxy contests with Carl Icahn.

Ms. Gibson has represented numerous companies in the energy sector, including:

  • CMS Energy Corporation in the sale of its ownership interests in businesses in the Middle East, Africa and India to the Abu Dhabi National Energy Company; and the sale of its natural gas gathering and processing field services business to a Morgan Stanley Capital Partners portfolio company;
  • New England Electric Systems in its merger with National Grid Group plc and its acquisition of Eastern Utility Associates; and
  • National Grid in its acquisition of KeySpan Corporation.

Ms. Gibson actively is involved in Skadden’s training and summer associate programs. She earned a Certified Public Accountant license and practiced as an auditor at Price Waterhouse prior to attending law school.

Bar Admissions

New York

Education

J.D., Fordham University School of Law, 1996 (Order of the Coif)
M.B.A. and B.B.A., Pace University (combined degree program), 1991


Marshall Heinberg served until July 2012 as Head of Investment Banking at Oppenheimer & Co., Inc. and as a Senior Managing Director of the firm.  Mr. Heinberg began his investment banking career in the Corporate Finance Division of Oppenheimer, which was later acquired by the Canadian Imperial Bank of Commerce (CIBC) in 1997.  Over the course of his career, Mr. Heinberg has been responsible for various industry sectors including environmental, industrial growth, technology and telecommunications.  Mr. Heinberg has also been responsible for managing CIBC’s mergers and acquisitions, leveraged finance, financial sponsor and merchant banking activity in the United States.  His transaction experience includes a significant number of equity and debt financings as well as numerous merger and acquisition assignments. Mr. Heinberg has extensive experience working with both leading growth companies as well as financial sponsors.

 Mr. Heinberg was named Head of CIBC’s U.S. Investment Banking Department in 2001 and upon the acquisition of CIBC’s U.S. capital markets business by Oppenheimer in 2008, Mr. Heinberg was named head of the Investment Banking Department.  Mr. Heinberg has served as a member of CIBC’s and Oppenheimer’s US Management Committee, Deals Committee, Equity Transaction Committee, Financial Advisory Transaction Committee and Investment Committee.  Mr. Heinberg has been responsible for setting the strategic direction of the investment banking departments that he managed including all aspects of recruiting, retaining and determining compensation for personnel.

 Mr. Heinberg served as a member of the Board of Directors and the Audit Committee of National Financial Partners (NYSE: NFP), a leading provider of benefits, insurance and wealth management services.  He was selected to Chair NFP’s Special Committee of the Board to determine how to respond to acquisition interest expressed by certain private equity firms. The Special Committee engaged in a process resulting in NFP entering into a definitive agreement to be acquired by Madison Dearborn Partners for approximately $1.3 billion in July 2013.

Mr. Heinberg also serves on the Board of Directors of Universal Biosensors Ltd., an Australian public company specializing in the medical diagnostic field. He is a member of their Compensation Committee. In addition, Mr. Heinberg served on the Board of and the Audit Committee for, Image Entertainment, Inc., a public independent licensee and distributor of entertainment programming in North America until it’s acquisition by RLJ Entertainment in October 2012.

Mr. Heinberg has been a member of the NACD (National Association of Corporate Directors) and a frequent lecturer on a wide range of issues relating to mergers and acquisitions and trends in investment banking. .  He is a graduate of the Wharton School of the University of Pennsylvania where he earned a Bachelor of Science degree with Honors and holds a J.D. from Fordham Law School.  Prior to joining Oppenheimer, Mr. Heinberg practiced corporate law for approximately four years.


Melissa Sawyer is a partner in Sullivan & Cromwell LLP’s Mergers & Acquisitions Group and is co-head of the Firm’s Corporate Governance & Activism Practice. In addition to advising clients on public and private M&A transactions, joint ventures and strategic alliances, she also regularly advises clients on corporate governance, activism and takeover defense matters. Ms. Sawyer’s experience spans multiple industries, including consumer and retail, industrials, medtech and insurance.

Ms. Sawyer has been repeatedly recognized as a leading M&A adviser. She is ranked by Chambers USA in Corporate/M&A, where clients describe her as “an absolute superstar,” and was named a Client Service All-Star by BTI. She was also named to The Deal’s “Women in M&A: The Powerhouse 20” for shaping the industry with her novel approach to transactions and has been recognized as a Law360 MVP in Food & Beverage, one of Crain’s “Leading Women Lawyers in New York City” and was named “Dealmaker of the Week” by The American Lawyer. Additional accolades include receiving a Burton Award for Legal Achievement and being chosen as an Empire State Counsel Honoree by the New York State Bar Association.

Ms. Sawyer has recently advised: Apollo Education, AT&T, BBA Aviation, CONMED, CPPIB, CSM Bakery, Diageo, DS Smith, FXI, GameStop, OTPP, Sotheby’s and UnitedHealth.

Ms. Sawyer is currently a Lecturer in Law at Columbia Law School, a Fellow of the American Bar Foundation and a member of the Mergers, Acquisitions & Corporate Control Contests Committee of the New York City Bar Association. Ms. Sawyer has participated in numerous panels for the Practising Law Institute and regularly writes for The M&A Lawyer, The Deal Pipeline and LexisNexis.

Recent Publications

  • “Carve-Out Transactions: Key Seller Considerations,” Practical Law (2019)
  • “How to prepare for 2019’s proxy season,” Corporate Secretary (2018)
  • “When An Activist Designee Joins Your Board,” Law360 (2018)
  • “Facing activists on ESG,” IR Magazine (2018)
  • “Just Getting Started: M&A in 2017 and What to Expect in 2018,” The M&A Lawyer (2018)
  • “Steps to Succession: Planning Techniques for Latin American Family Businesses,” STEP Journal (2017)
  • “Getting to the Head of the Table,” Directors & Boards (2017)

Education

University of Virginia Law School, J.D. 2000
Washington and Lee University, B.A. 1997


Peter Laveran-Stiebar is a U.S. corporate partner who recently spent more than a decade in Covington's London office. His broad-based transactional practice is largely international and he has particular transactional experience in the life sciences and media and communications industries. Mr. Laveran focuses on domestic and complex cross-border acquisitions and divestitures for private equity investors and emerging and mature companies headquartered in the U.S., Europe, and Asia, including Altice, GlaxoSmithKline, Indivior, Itochu, Magticom, Meda AB, and Merck & Co. Inc.

Mr. Laveran-Stiebar led the Covington team advising Altice in its $9.1 billion acquisition of Suddenlink and the $1 billion co-investment by funds advised by BC Partners and Canada Pension Plan Investment Board in Cablevision Systems Corporation; Meda AB in in all of its significant U.S. acquisition and divestiture activity in recent years, including the acquisitions of Acton Pharmaceuticals, MidNite, and a collection of women’s health products from Jazz Pharmaceuticals; Indivior in its demerger from Reckitt Benckiser; Itochu in the sale of PrimeSource Building Products, Inc. to Platinum Equity; funds managed by HealthpointCapital, LLC in the merger of Scient'x Groupe SAS with Alphatec Holdings, Inc.; and Magticom in its acquisition of retail and corporate ISP cable assets from Caucasus Online LLC.

Mr. Laveran-Stiebar also has experience with joint ventures, strategic alliances, non-controlling venture capital and private equity investments, and other corporate finance matters including international capital raising activities in London. His experience includes advising multi-national companies on the planning and development of European distribution structures and other commercial arrangements, and he has directed global post-closing merger integration efforts for clients in over 75 jurisdictions. Mr. Laveran has held leadership roles in Covington’s Middle East, Indian, and African practices.


Vincent R. Martorana is Assistant General Counsel with KPMG LLP, the US member firm of the KPMG International network of independent firms. He has extensive experience providing advice with respect to commercial contracts, domestic and cross-border mergers, stock and asset acquisitions and divestitures, joint ventures, strategic alliances, licensing arrangements, corporate restructurings, private equity investments, and securities offerings.

Vincent also regularly provides advice on contract drafting, analysis, and interpretation relating to disputes, settlements, and negotiated transactions. He has presented his continuing legal education contract-drafting courses for in-house legal departments and at various other venues, including Practising Law Institute, Commercial Law WebAdvisor, Strafford Webinars, The Business Development Academy, the National Academy of Continuing Legal Education, the American Bar Association, the New York State Bar Association, the New York City Bar Association, the New York County Lawyers Association, the Brooklyn Bar Association, the Suffolk County Bar Association, and the Westchester County Bar Association.

He is also the author of several articles on contract drafting and interpretation and is the author of the Reed Smith LLP white paper, A Guide to Contract Interpretation (July 2014).

Vincent received a J.D. from the University of Chicago Law School and a B.S. in Economics (with concentrations in Finance and Operations & Information Management), magna cum laude, from the Wharton School at the University of Pennsylvania.


Matthew P. Salerno is a partner based in the New York office. Mr. Salerno’s practice focuses on corporate and financial transactions, particularly public and private mergers and acquisitions, private equity investments, and contests for corporate control.

Mr. Salerno’s recent representations include:

  • Medtronic in its $42.9 billion acquisition of Covidien;
  • Warburg Pincus in its acquisitions of Wencor Group, Electronic Funds Source, CROSSMARK Holdings and Endurance International Group;
  • TPG in its acquisition of Envision Pharmaceuticals Holdings and itscomplementary businesses including Envision Insurance Company, Envision Medical Solutions, Orchard Pharmaceutical Services and Design Rx;
  • Google in its $12.5 billion acquisition of Motorola Mobility;
  • Alpha Natural Resources in its $8.5 billion acquisition of Massey Energy. Previously counsel to Alpha Natural Resources in its $2 billion merger with Foundation Coal Holdings, as well as other M&A and governance matters, including the receipt of a large break-up fee from Cleveland Cliffs Natural Resources in 2008;
  • Western Digital in its divestiture transaction in connection with obtaining regulatory clearance for its $4.8 billion acquisition of Viviti Technologies (formerly Hitachi Global Storage Technologies);
  • Medtronic in its $800 million acquisition of Ardian. Previously counsel to Medtronic in connection with its $500 million acquisition of Invatec and two related companies, Fogazzi and KRAUTH Cardio-Vascular, and in its $3.9 billion acquisition of Kyphon;
  • Special Committee of the Board of Directors of Interactive Data Corp in the $3.4 billion sale of the company to a private equity consortium of Silver Lake and Warburg Pincus;
  • Dollar Thrifty Automotive Group in its $2.3 billion merger with Hertz;
  • Envision Pharmaceutical Holdings, a national, full-service pharmacy benefit management company, in its acquisition of Laker Software for cash and an equity stake in Envision;
  • Endurance International Group, a portfolio company of Warburg Pincus engaged in the web hosting and domain registrationbusiness, in its acquisitions of Hostgator.com and of the websites business of Intuit;
  • XL Capital (now XL Group) in its redomestication from the Cayman Islands to Ireland through a Scheme of Arrangement;
  • Citigroup in its $20.3 billion public exchange offers of common stockfor preferred stock and trust preferred securities;
  • Evraz Group in its successful $2.3 billion public tender offer for Oregon Steel Mills and in its $4 billion acquisition of IPSCO and the simultaneous divestiture to OAO TMK of certain of IPSCO’s U.S. assets;
  • Citibank in its $1.4 billion acquisition of The Bisys Group, an NYSE listed provider of back office solutions, and the simultaneous sale to J.C. Flowers & Co., of Bisys’ insurance and retirement solutions business;
  • Capital One Financial in its $14.6 billion acquisition of North Fork Bancorporation;
  • American Express Company in connection with its spin-off of Ameriprise Financial;

Mr. Salerno was named "Dealmaker of the Week" in 2014 and 2012 by The AmLaw Daily, and recognized as a "rising star" in mergers and acquisitions by Law360 in 2012. He is also recognized as a leading lawyer by The Legal 500 U.S. and IFLR 1000: The Guide to the World’s Leading Law Firms.

Mr. Salerno joined the firm in 2001 and became a partner in 2010. He received a J.D. degree from Fordham University School of Law in 2001 and an undergraduate degree from Cornell University in 1998. Mr. Salerno is a member of the Bar in New York.


Michael A. Diz

Michael Diz is a corporate partner at Debevoise & Plimpton in New York. He is a member of the firm’s Mergers & Acquisitions, Technology, Media & Telecommunications, Private Equity and Corporate Governance Groups. Mr. Diz has a broad-based transactional practice advising multi-national companies, special committees and private equity firms in structuring and negotiating mergers and acquisitions and other corporate matters, including cross-border transactions. He also counsels corporations and their directors on corporate governance and fiduciary duty matters. Mr. Diz was selected as a 2014 "Rising Star" by the New York Law Journal and was named a “Rising Star” in Mergers & Acquisitions by Law360 (2014), awarded to ten M&A lawyers under the age of 40. He is also recommended by The Legal 500 US (2013).

Mr. Diz is co-author of “Navigating New Waters: The Evolution of PE Investment in China,” Practical International Corporate Finance Strategies (January 2013), “Exclusivity From the Seller's Perspective,” The M&A Lawyer (July/August 2011), “Allocating Financing Risk: Recent Trends in Sponsor-Led Public Company LBOs” The M&A Lawyer (February 2011) and “Valuation Challenges: ‘Purchase Price Puzzle,’” Private Equity Manager Monthly (December 2009), and is a contributing author of the Debevoise & Plimpton Private Equity Report. He is a frequent speaker on legal developments affecting mergers and acquisitions and recently spoke on “Rising in a Downturn: Transactions to Protect and Enhance Value” at the Chinese Financial Executive Institute (Beijing, December 2012). 

Mr. Diz joined Debevoise in 2004. He received his J.D. from The University of Virginia School of Law in 2004. He received his B.A., with highest distinction, from The University of Virginia in 1999.


Michael Sackheim is senior counsel in the New York office of Sidley Austin LLP where he concentrates on derivatives regulatory, transactional and enforcement matters.  Michael is a past Chair of the New York City Bar Derivatives Regulation Committee, and he is the managing editor of Futures & Derivatives Law Report (Thomson Reuters, publ.).  Michael is also the co-editor of a new legal treatise, The Virtual Currency Regulation Review (November 2018, Law Business Research Ltd).