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Understanding the Securities Laws Fall 2013

 
Author(s): N. Adele Hogan, Gary M. Brown, Mark D. Wood
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.

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


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.

Practices

FOCUS: Securities
Corporate Governance
Corporate
Executive Compensation
Private Equity and Real Estate Fund Formation
Pharmaceutical and Life Sciences Litigation
Mergers and Acquisitions

Industries

Health Care
Energy
Hospitality
Technology
Financial Institutions
Pharmaceutical and Life Sciences

Recognition

Best Lawyers in America, 2010–2017
Best Lawyers Lawyer of the Year 2016 - Mark Wood - Securities Regulation–Chicago

Education

JD, University of Michigan Law School
BS, University of Illinois

Bar Admissions

Illinois

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, 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.