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SEC Reporting and Practice Skills Workshop for Lawyers 2016

 
Author(s): Gary M. Brown, Jackie Liu, George M. Wilson, MBA, CPA, N. Adele Hogan, Carol A. Stacey, MSA, CPA
Practice Area: Accounting
Published: Jan 2016
PLI Item #: 153393

GARY M. BROWN is the Chief Executive Officer of CMG Life Services Inc. in Naples, Florida, which he joined after a 31-year legal career that centered on advising public companies and their officers and directors on corporate governance, securities, and other compliance issues. While in private law practice, he was recognized in both Best Lawyers in America and Chambers – America’s Leading Business Lawyers.  In addition, from 1994 until joining CMG in 2011, Gary taught corporate and securities law at the Vanderbilt University Law School.  Prior to joining CMG, he also served as general counsel to the Ethics and Compliance Officer Association, at the time the world’s largest group of ethics and compliance professionals. 

Gary is a frequent instructor at securities programs for the Practising Law Institute, co-chairing one of PLI’s national securities programs, Understanding the Securities Laws and instructing at the SEC Reporting and Practice Skills Workshop for Lawyers, a program started in 2015 by The SEC Institute, a division of PLI.  He also is the author of PLI’s Securities Law and Practice Deskbook, which is updated semi-annually, and the chapter “Introduction to Life Settlements” in PLI’s treatise Financial Product Fundamentals. His other publications include: “PLI’s Guide to the SEC’s New Executive Compensation Disclosure Rules,” (Practising Law Institute 2007); The Implications of the U.S. Sarbanes-Oxley Act, (Japanese-German Center-Berlin/ Max Planck Institute For Foreign Private and Private International Law – September 2004, The Oxford Press).

During 2002, Gary served as Special Counsel (Minority) to the United States Senate's Governmental Affairs Committee in its investigation of the collapse of Enron Corp.  In that role, he also worked with the Committee's Permanent Subcommittee on Investigations (“PSI”) and provided advice on aspects of the Sarbanes-Oxley Act while the legislation was being debated in the Senate.  As part of the investigation, he provided testimony before the Subcommittee on the activities of major U.S. investment banks that assisted Enron in the manipulation of its financial statements.  During August 2006, in a Senate investigation of abusive tax shelters, he provided testimony before PSI on how various structures employed in offshore and other tax devices were employed to circumvent compliance with U.S. federal securities laws.  During 2010, he was retained by PSI to assist in its investigation of Goldman Sachs during PSI’s overall investigation, “Wall Street and the Financial Crisis,” and related televised hearings.  While in that role, he also provided advice on aspects of the Dodd-Frank Wall Street Reform and Consumer Protection Act while the legislation was being debated in the Senate.

Gary received both his undergraduate and law degrees from Vanderbilt University, where he graduated Order of the Coif in 1980.

Gary and his wife, Lou Ann, have two adult children, ages 29 and 26.


Jaclyn Liu is a partner in the Corporate Department of the firm’s San Francisco office. She co-chairs the firm’s Corporate Finance Group. Ms. Liu engages in a general corporate and transactional practice, with special emphasis on corporate counseling of public companies, mergers and acquisitions and the China practice.

Ms. Liu regularly advises public companies on corporate governance matters, including disagreements between board and management, succession planning, investor relations, director and officer fiduciary duties and board “best practices”, and counsels boards and special committees in connection with conflicts of interest, proxy contests and other corporate control efforts. Ms. Liu is outside general counsel to a number of public companies with whom she has worked with for over 10 years and provides big picture, critical value-adding strategic advice. She also counsels public companies on disclosure matters and associated liability considerations, including those relating to the federal securities laws, Sarbanes-Oxley, Dodd-Frank, and NYSE and NASDAQ rules and regulations. Her knowledge of SEC-reporting requirements is a valuable addition to counseling on public-company M&A transactions. Ms. Liu has lectured at seminars and conferences and written articles on various ’33 Act and ’34 Act law matters, and is a staff member of the Practising Law Institute.

Ms. Liu has represented a number of public and private companies in mergers and acquisitions, from small asset acquisitions and divestitures, founder-driven sales and talent acquisitions to multibillion-dollar transactions such as SOFTBANK’s acquisition of Sprint, Intel’s acquisition of McAfee and Mercury Interactive’s sale to HP. In addition, Ms. Liu has been involved in a number of complex cross-border transactions in Asia, Australia and Europe, including NCR Corporation’s s acquisition of Israel-based Retalix, Intel’s minority stake in Netherlands-based ASML, PRC-based MicroPort Scientific’s acquisition of the orthopedics business of Wright Medical, DSP Group’s acquisition of the DECT business of Netherlands-based NXP B.V. and McKesson’s acquisition of Israel-based Medcon.

Ms. Liu also has represented a number of well-established Chinese companies in setting up U.S. subsidiaries and counseling them on strategic matters relating to their U.S. operations.

Ms. Liu was named the 2013 Legal Advisor of the Year by M&A Advisor, Law360’s “M&A Rising Stars of 2013” and a winner of the 2012 40 Under 40 West M&A Advisor Awards. Ms. Liu was also recommended as a leading attorney in the field of M&A by Legal 500 USA 2014. Northern California Super Lawyers recognized her as a “Rising Star” in the category of Securities and Corporate Finance in 2011, and as a “Rising Star” in the category of Mergers & Acquisition in 2013.

Ms. Liu was born in Shanghai, China. She is fluent in Mandarin Chinese.

Ms. Liu is a member of the California State Bar and the Bar Association of San Francisco. She is on the advisory board of thecorporatecounsel.net and a board member of the Foundation of City College of San Francisco.


Carol A. Stacey, MSA, CPA

Director
SEC Institute, a Division of PLI

 

Carol is a Director with The SEC Institute and is responsible for conducting seminars on various reporting and financial accounting topics. She created the SEC Institute's programs IFRS Conference: Today’s Landscape …Tomorrow’s Challenge and Accounting for Business Combinations. Carol was the Chief Accountant of the Division of Corporation Finance at the U.S. Securities and Exchange Commission, an appointment she held for over five years beginning in February 2002.

Carol began her SEC career in 1996 and her other roles included Deputy Chief Accountant, Associate Chief Accountant, Assistant Chief Accountant, and Staff Accountant. Before joining the Commission, Carol worked for an SEC registrant in various capacities, including Director of Financial Reporting and Divisional Controller. Prior to that, Carol was an auditor in the Boston office of PricewaterhouseCoopers.


George M. Wilson, MBA, CPA

Director
SEC Institute, a Division of PLI

 

As a Director of the SEC Institute Division of PLI, George teaches workshops dealing with a variety of SEC and FASB related topics. He developed the Institute’s initial “Advanced Accounting and Reporting for SEC Professionals” workshop, as well as workshops in a variety of technical areas including “Accounting for Derivative Instruments and Hedging Activities,” and SOX 404 ICFR audits. Before joining the SEC Institute, George was an Assistant Professor in the Department of Accounting at the University of Saint Thomas in Saint Paul, MN. He was director of the University's Accounting MBA program and also taught in the undergraduate accounting department. He has received the AICPA's Outstanding Discussion Leader Award and the Minnesota State Society's R. Glenn Berryman Award. George also served as Senior Vice President, Operations of Security Financial, where he managed the organization's initial public offering, and as a senior manager with KPMG.