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Understanding the Securities Laws Fall 2013

Author(s): Mark D. Wood, Gary M. Brown, N. Adele Hogan
Practice Area: Corporate & Securities
Published: Dec 2013
PLI Item #: 43168
CHB Spine #: B2059


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.


  • 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


  • 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


Adele has been a frequent speaker and writer on a variety of securities, M&A, private equity, regulatory and other corporate law topics for investment banks (Citigroup, Goldman, UBS, JPMorgan), accounting firms’ clients (PricewaterhouseCoopers, KPMG, Deloitte, BDO), universities (Cornell Law School, Levin Institute (SUNY Business School), Fordham University Law School)), and companies (DuPont, McKinsey, etc.). She is the annual chairman of a number of programs for PLI and the New York City Bar.


  • New York City Bar
    • M&A Committee (2010-2013), Securities Regulation Committee (2013-2014)
    • Chair of the Securities Regulation Committee (2007-2010)
    • Chair of the Financial Reporting Committee (2004-2007)
  • New York State Bar Association
    • Executive Committee member of Business Law Committee (2007-2009 and 2013-present)

      - Securities Regulation Committee (2006-present)

  • American Bar Association

    - Federal Securities Regulation (2005–present)

  • Society of Corporate Secretaries and Governance Professionals

    - NY Chapter (2010-2015)

    - Westchester and Southern CT Chapter (2011-2015)

  • National Association of Corporate Directors (2011-2013)
  • SIFMA: Legal and Compliance Committee (2009-2010)
  • Adjunct Professor of Law: Fordham University Law School (2000-2003); Periodic Instructor at Cornell University Law School



  • Cornell University Law School, J.D., Judicial Advisor
  • Cornell University, B.A., College Scholar, graduated in 3 years



  • New York and Texas
  • U.S. Supreme Court




Mark D. Wood is head of Katten's Securities practice and concentrates in corporate and securities law. Mark represents public companies, issuers and investment banks in initial public offerings (IPOs) and other public offerings of equity and debt securities and other securities matters.

Mark also represents clients in complex corporate transactions, including tender offers, mergers, acquisitions, dispositions, going-private transactions, private equity investments, joint ventures and strategic alliances. He is a leading practitioner in representing investors, public companies and placement agencies in private investment in public equity (PIPE) transactions. In addition, he also counsels public companies on securities law compliance, disclosures, corporate governance and compensation-related issues. Many of his clients are middle market and upper middle market companies in the technology, oil and gas, manufacturing, health care and commercial banking industries.

Mark is a frequent speaker and writer on securities and corporate law topics. He is a registered Certified Public Accountant.


  • American Bar Association, Business Law Section, Committee on Federal Regulation of Securities
  • NASDAQ, Public Policy Advisory Group
  • Ray Garrett Jr. Corporate and Securities Law Institute at Northwestern Law School, Executive Committee
  • The Chicago Bar Association


  • SEC Proposes Rule Amendments to Permit General Solicitation in Rule 506 and 144A Offerings, Including Offerings by Hedge Funds and Other Private Funds (September 17, 2012)
  • SEC Adopts Final Rules Regarding Conflict Minerals Disclosure (August 31, 2012)
  • SEC Adopts Final Rule Requiring Exchanges to Establish Listing Standards Regarding Independence of Compensation Committees and Compensation Advisers (July 2, 2012)
  • The JOBS Act: Congress Overhauls Laws Governing Capital Raising for Most Issuers and Reporting for New Public Companies (March 30, 2012)
  • SEC Adopts Final Rules for Whistleblower Program under Dodd-Frank Act (June 2, 2011)
  • SEC Adopts Final Say-on-Pay Voting Rules (January 31, 2011)
  • SEC Adopts Final Rules to Enhance Shareholder Access to Companies' Proxy Materials (August 26, 2010)
  • Dodd-Frank Wall Street Reform and Consumer Protection Act Corporate Governance and Disclosure Provisions (July 6, 2010)
  • On the Road to Recovery: "At-the-Market" Offerings in an Improving but Volatile Market (May 17, 2010)
  • Proxy Vote Processing Issues: Over-Voting and Empty Voting (January 28, 2010)
  • Communicating with Retail Shareholders: How Much Can an Issuer Say Outside the Proxy Materials? (January 21, 2010)
  • Alerts for Shareholder Voting in 2010: Elimination of NYSE Broker Discretionary Voting in Uncontested Director Elections and Updates to RiskMetrics' US Policies Now Effective (January 12, 2010)
  • SEC Adopts Enhanced Executive Compensation and Governance Disclosure Rules (January 7, 2010)
  • Frequently Asked Questions Regarding the SEC's NOBO-OBO Rules and Companies' Ability to Communicate with Retail Shareholders (January 4, 2010)
  • Alerts for Shareholder Voting in 2010: Broker Discretionary Voting and Updates to RiskMetrics' US Policies (January 4, 2010)
  • SEC Publishes Proposed Rule Facilitating Shareholder Director Nominations (June 18, 2009)
  • Novel Action Raises Questions in Delaware on Stockholder Power to Directly Remove Officers (June 17, 2009)
  • SEC Proxy Access Proposals Expected in May (April 30, 2009)
  • Numerous Proposed 2009 Amendments to the Delaware General Corporation Law Reflect Heightened Focus on Governance Issues (March 10, 2009)
  • Electronic Filing of Form D and Amendments Becomes Mandatory on March 16 (February 17, 2009)
  • Making the Most of a Difficult Market: Public Offering Structures That Maximize Flexibility and Limit Risk (January 7, 2009)
  • Stockholder Meeting Advance Notice Protections—Do They Mean What You Think? (September 2008)


Mergers and Acquisitions
Corporate Governance
Executive Compensation
Private Funds
Pharmaceutical and Life Sciences Litigation



Financial Institutions Hospitality Technology


Best Lawyers in America, 2010–2015


JD, University of Michigan Law School

BS, University of Illinois

Bar Admissions


Court Admissions

US District Court, Northern District of Illinois

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, 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 two of PLI’s national securities programs, Understanding the Securities Laws and Securities Filings 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.

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 are 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 has been a frequent speaker and author on areas including corporate governance, ethics, obligations of corporate directors and the reporting and disclosure obligations of public companies. 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); “Ethics: It's Not Just For Lawyers Anymore,” The Corporate Compliance and Regulatory Newsletter (Vol. 2, No. 8, April 2005); “Resisting Temptation - New Sentencing Guidelines Prod Companies to Take Ethics More Seriously,” Legal Times (November 15, 2004); “Senate Investigator to Enron's Lawyers: It's Not Over,” Corporate Board Member, Special Legal Issue - Summer 2003; “So Much Fraud, So Little Time - Senate Enron Investigation Bears (Possibly Bitter) Fruit,” Vanderbilt Lawyer, Spring 2003; “Investigating Enron: Life After Enron and Sarbanes-Oxley (Sometimes History is Our Best Teacher),” Owen @ Vanderbilt, Summer 2003.

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