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Cybersecurity Best Practices for Legal Services Providers 2018

Speaker(s): Amy S Leder, Austin P. Berglas, Jane Shahmanesh, Joel L. Rubinstein, Michael F. McGowan, Nancy Saltzman, Orrie Dinstein, Richard Raysman, William A. Tanenbaum
Recorded on: Jan. 17, 2018
PLI Program #: 220134

Joel Rubinstein is a partner in Winston & Strawn LLP’s New York office who has broad experience in corporate and securities matters. He represents clients in public offerings and private placements of securities, complex business transactions, including private and public company mergers and acquisitions, and in organizing and investing in private investment funds.

Securities Offerings: Mr. Rubinstein has significant experience representing issuers, underwriters, and selling stockholders in underwritten initial public offerings (IPOs) and follow-on offerings of securities, as well as private placements and registered direct offerings. He has represented issuers in a variety of industries, including media & entertainment, life sciences, insurance, and consumer goods among others. Underwriters he has represented include BofA Merrill Lynch, Citigroup, Cowen and Company, and others.

Mergers & Acquisitions: Mr. Rubinstein’s M&A experience includes representing public and private companies, as well as private equity funds, in the acquisition or sale of public and private businesses. He has experience in a variety of industries, including health care, media & entertainment, and insurance among others. He has represented domestic clients as well as clients in a variety of non-U.S. jurisdictions.

SPACs: Mr. Rubinstein has particular experience in transactions involving special purpose acquisition companies (SPACs). He has represented clients in over 20 SPAC IPOs raising aggregate gross proceeds of approximately $2 billion, and in over 15 business combination transactions with an aggregate enterprise value of approximately $5 billion.

Private Investment Funds: Mr. Rubinstein represents sponsors of private equity funds, venture capital funds,hedge funds, and other private investment funds, as well as asset management firms, in the formation of a variety of private investment vehicles. In addition, he regularly counsels institutional investors and fund-of- funds in connection with their investments in private equity and venture capital funds and secondary transactions.

Representative  Transactions

  • Acted as issuer’s counsel for CF Corporation (NASDAQ: CFCO), a SPAC, in its $690 million IPO and in entering into forward purchase agreements for a $510 million private placement.
  • Acted as issuer’s counsel for Landcadia Holdings, Inc. (NASDAQ: LCAH), a SPAC, in its $250 million IPO.
  • Acted as issuer’s counsel for Double Eagle Acquisition Corp. (NASDAQ: EAGL), a SPAC, in its $500 million IPO. Previously acted as issuer’s counsel to Double Eagle’s predecessors Silver Eagle Acquisition Corp. in its $325 million IPO and Global Eagle Acquisition Corp. in its $190 million IPO.
  • Acted as counsel to Global Eagle Entertainment Inc. (NASDAQ: ENT) in its $550 million leveraged acquisition of Emerging Markets Communications.
  • Acted as issuer’s counsel for Global Eagle Entertainment Inc. (NASDAQ: ENT), a provider of content, connectivity, and digital media solutions to airlines, in its:
    • $190 million underwritten follow-on offering;
    • offering of $83 million aggregate principal amount of convertible senior notes to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933; and
    • $50 million underwritten secondary offering.
  • Acted as underwriter’s counsel for Citigroup Global Markets Inc. and Robert W. Baird & Co. as joint book- running underwriters in the $103 million and the $76 million public offerings of common stock by selling stockholders of Tile Shop Holdings, Inc. (NASDAQ: TTS)
  • Acted as counsel to Sunspire Health, a leading provider of behavioral health services for the treatment of substance abuse and other co-occurring disorders, in its sale to Kohlberg & Company, L.L.C., in a leveraged acquisition.
  • Acted as counsel to StepStone, a global private markets firm overseeing $70 billion of private capital allocations, in the formation of a variety of investment vehicles for pension funds and sovereign wealth funds, investments in private investment funds and secondary transactions involving private investment fund interests.

Mr. Rubinstein received his B.A., magna cum laude, from Wayne State University in 1990 and he received his J.D. from the University of Michigan Law School in 1994.

Publications & Speaking Engagements

  • “SPACs Debut in Canada and Continue in the United States: Trends in SPAC IPOs and Business Combinations on Both Sides of the Border,” Practical Law Canada, January 20, 2016
  • Practice Note, "
  • SPACs: Overview
    ," Practical Law, December 30, 2015, with Daniel E. Nussen “SPACs Are Back, And With Friendlier Terms,” Buyouts, June 2010
  • “New SPAC Structure Holds Promise for Private Equity Exits,” peHUB, June 2010 “Avoiding Pitfalls in Raising Capital from Insiders,” Financier Worldwide, February 2009
  • “Alternative Public Offerings,” Financier Worldwide, May 2008 “SPAC 2.0,” The Deal, October 2007
  • “The Legal Role and Responsibilities of Portfolio Company Directors,” NVCA Today, Q4 2005
  • “Viewpoint: How to Avoid the Open Records Spotlight,” Venture Capital Journal, September 2003


Amy S. Leder serves as the executive partner of Holland & Knight's New York office and as co-leader of the firm's Corporate, M&A and Securities Practice Group in the New York/Stamford region. Ms. Leder advises clients on mergers and acquisitions, securities offerings, strategic alliances, capital-raising transactions and general corporate matters. She handles transactions such as the representation of underwriters and issuers in public offerings of equity and debt, divestitures, strategic investments and joint ventures.

Ms. Leder works with clients ranging from startups to U.S. and international public companies. She regularly acts as outside securities counsel to public companies in connection with periodic reporting and other securities law matters, corporate governance matters, employee benefit and executive compensation issues, and general corporate counseling.  Her practice involves a number of industries including healthcare, promotional marketing, chemical, alcoholic beverage, transportation and software.

Ms. Leder received her law degree, with distinction,  from Hofstra University School of Law and a B.A. from Vassar College.

Jane Shahmanesh is a Managing Director with Adherence Consulting Group, which provides outsourced regulatory compliance, general counsel and operational services to asset managers and broker-dealers.  Prior to Adherence, Jane worked as an in-house legal and compliance lawyer for a Who’s Who of financial institutions - including Lehman Brothers (where she counseled the bankrupt entity’s derivative unwind),  Goldman Sachs & Co. (where she ran a division of their Compliance Department), Credit Suisse (where she was the interim legal manager for CSAM and its hedge fund businesses), Citibank (where she was the General Counsel to the Private Bank), and Deutsche Asset Management (legacy Bankers Trust)(where she supervised the legal and compliance department).  

She was also a Partner at McGuireWoods, LLP, one of the nation’s largest law firms. 

Jane currently teaches regulatory compliance at Pace Law School

She has a BA from Barnard College and a JD from American University.

Nancy Saltzman has more than 20 years of experience advising large global organizations operating in complex and disparate economic and regulatory environments.  She is responsible for managing EXL’s global legal affairs, which includes mergers and acquisitions, strategic partnerships, SEC compliance and reporting, commercial matters, corporate governance, litigation oversight, intellectual property, and labor and employment law.  As Chief Compliance Officer she oversees all aspects of EXL’s compliance function. This includes the design and implementation of policies, programs and processes to manage and monitor the risks associated with legal and regulatory compliance, litigation, financial loss or reputational harm that could result from failure to comply with laws, rules, regulations, contract and other standards applicable to EXL’s operational activities.  Nancy also serves as the executive sponsor for EXL’s Legal Support Solutions business unit.

Nancy joined EXL from Westcon Group, Inc., a $4 billion value-added distributor of category-leading unified communications, network infrastructure, data center and security solutions, where she was Senior Vice President, General Counsel and Secretary responsible for the company’s global legal activities. During her nine and half years at Westcon Nancy also served as co-head of the Compliance function. Prior to joining Westcon Group in 2005, Nancy was a corporate associate for capital markets and merger and acquisition at Dewey Ballantine LLP. She also served as Associate General Counsel and Vice President, Investor Relations at Chartwell Re Corporation. She started her career at Shearson Lehman Hutton as a financial analyst.

Nancy holds a Bachelor of Arts degree from Amherst College and a Juris Doctor from Hofstra University School of Law.

Orrie Dinstein is the Global Chief Privacy Officer at March & McLennan Companies. He has global responsibility for data protection, and he works closely with the Legal & Compliance, IT and Information Security teams, as well as other functions, to establish policies, procedures, processes and tools related to privacy and data protection matters.  Prior to joining Marsh & McLennan, Orrie was the Chief Privacy Officer at GE Capital. 

Orrie received an LL.M. degree in intellectual property from NYU School of Law and is a graduate of the Hebrew University of Jerusalem School of Law.  He is a member of the New York State Bar and the Israel Bar. He is a Certified Information Privacy Professional (CIPP) and a frequent speaker on privacy, security, technology and social media matters.

Austin comes to BlueVoyant after building and leading the Cyber Defense practice at K2 Intelligence. Prior to K2 Intelligence, he served 22 years in the U.S. Government.

Austin was the Assistant Special Agent in charge of the FBI’s New York Office Cyber Branch. There, he oversaw all national security and criminal cyber investigations in the agency’s largest cyber branch, and was awarded the FBI Director’s Award for Excellence in a Cyber Investigation. Prior to the FBI, Austin achieved the rank of captain in the U.S. Army.

Michael F. McGowan is the Principal at Metafor LLC, which specializes in data and metadata forensics and cybersecurity. He has been at the forefront of applying digital forensics, statistical analysis, and investigative skills to resolving issues involving electronic data for over 15 years. 

Mr. McGowan is a sought-after consultant and expert witness. He has testified on numerous occasions from being the government's expert witness in the Enron Barge trial at age 23 to testifying on behalf of Facebook about the results of his forensic analysis that demonstrated the documents produced by an individual claiming to own half of Facebook were not authentic. 

William A. Tanenbaum is ranked in top tiers by Chambers: America’s Leading Lawyers for Business and in its Global Edition, Who's Who Legal, and Best Lawyers in America in technology, outsourcing, IP, AI and Data Law and recognized for his strength in healthcare technology.  He works closely with clients to bring actionable, industry-informed solutions to their business needs.

Bill has “expertise in technology transactions that puts him at the very top of the market” (Who's Who Legal) and "his technology approach and understanding of healthcare - his domain expertise - is a winning combination.” (Chambers)  According to Chambers, Bill “brings extremely high integrity, a deep intellect, fearlessness and a practical, real-world mindset to every problem.”  Bill is recognized as one of the “leading names” in AI and as a “go-to expert [on] data.” (Who's Who Legal/Global Data Review)  He was named as the “Lawyer of the Year” in IT in New York in 2013 by US News & World Report and one of the Top 30 IT lawyers in the U.S. (Best of the Best/Expert Legal Guide), and as one of the “IAM Strategy 300 - The World's Leading IP Strategists,” as an “IP Star” and as a “Life Sciences Star.” (Managing IP; LMG Life Sciences) Bill was President of the International Technology Association and is the Contributing Editor of the International Comparative Legal Guide to Digital Health 2020

Chambers also finds that Bill has a “solid national reputation,” “is a “prominent figure in technology and outsourcing,” “provides savvy representation,” and “uses his expertise to help [clients] successfully navigate negotiations.”  Bill also “has strong litigation experience” with patent victories in the Court of Appeals for the Federal Circuit (Who's Who Legal).  He was appointed by peer review to the “List of the World’s Leading Neutrals [Arbitrators]” and is Board Member of the Silicon Valley Arbitration and Mediation Center.  He is also a past Vice President of the Society for Information Management, an  industry CIO association (New York Chapter). 

Prior to joining Moses & Singer, Bill was the Chair of IP and Technology Transactions at a Wall Street firm, a partner in an international IP firm, and the Practice Co-Chair of Healthcare Technology Transactions at an Am Law 100 firm. 



Richard Raysman is a partner in the New York office of Holland & Knight.  Richard has been selected by Chambers as one of America's leading technology lawyers, and he is a regular guest columnist for The Wall Street Journal Technology Section.  He has represented clients in billions of dollars of outsourcing transactions, and he has litigated reported cases for the New York state and federal courts including Internet and licensing disputes.  Richard writes a monthly column for the New York Law Journal on "Technology Law".  He is a graduate of M.I.T. and prior to practicing law, he was a Systems Engineer for IBM Corporation for six years.