Skip to main content

Understanding the Securities Laws 2013


Speaker(s): Adam E. Fleisher, Andrea Lowenthal, Andrew J. Pitts, Andrew N. Siegel, Anna T. Pinedo, Brian S. Korn, David K. Boston, David Weild IV, Dennis J. Block, Donna Dabney, Douglas I. Koff, Eileen McCarthy, Francis C. Marinelli, James Odell, John A. Marzulli, Jr., Karen J. Garnett, Kenneth L. Josselyn, Lawrence G. Wee, Linda E. Rappaport, Mary Gail Gearns, N. Adele Hogan, Paul Salvatore, Richard F. Langan, Jr., Shelley J. Dropkin, Thomas W. Yang, William A. Newman
Recorded on: Jul. 25, 2013
PLI Program #: 47617

Andrew J. Pitts is a partner in Cravath’s Corporate Department.  He is a generalist corporate lawyer who advises on a broad range of corporate issues and has a significant corporate finance practice.

Mr. Pitts’s finance practice focuses on public and private securities offerings for investment banking clients and issuers. Principal areas of concentration include the transportation and insurance industries and, from a product perspective, equity derivatives and equity-linked securities. Mr. Pitts also regularly represents investment banking clients and issuers in connection with liability management transactions, including debt tender and exchange offers and consent solicitations.

Mr. Pitts’s advisory work covers, among other things, corporate governance, public company disclosure obligations and director and officer liability issues (including D&O insurance). Mr. Pitts also frequently teams with other Cravath partners in complex merger and acquisition transactions.

Recent financing transactions include: (i) the initial public offerings of AeroVironment, Inc., Apollo Global Management LLC, FleetCor Technologies, Freescale Semiconductor, Hyatt Hotels Corporation, Morgans Hotel Group, Quintana Maritime Limited, Teekay Tankers Ltd. and WebMD Health Corp.; (ii) secondary equity offerings for DreamWorks Animation SKG, ON Semiconductor, Seaspan Corporation and Tumi Holdings; (iii) preferred stock offerings for Axis Capital Holdings Limited, PNC, Seaspan Corporation and Tsakos Energy Navigation; (iv)high-yield debt offerings for Ashland, Brunswick, Level 3 Communications, Rite Aid and Standard Pacific; and (v) convertible preferred and/or debt offerings for Asbury Automotive, Conseco, Dollar Financial, Emdeon, GSI Commerce, Protective Life, RTI International Metals, Terex, United Rentals and XPO Logistics. Recent tender or exchange offers include representation of the dealer managers in transactions for Commonwealth Telephone, Dominion Resources, Eastman Kodak and Reed Elsevier. Mr. Pitts also acts as designated underwriters’ counsel in connection with the debt and equity offerings of several investment grade corporations, including Air Products & Chemicals, Alcoa, Conoco, Harris Corporation, Loews Corporation, Marathon Oil and PNC.

Mr. Pitts authored an article entitled “Corporate Governance Considerations for the Pre-IPO Company,” published in the Fall 2007 issue of Bloomberg Corporate Law Journal. He also co-authored an article, along with John White, entitled “SEC Finalizes Offering Reforms,” which appeared in the August 2005 edition of International Financial Law Review.

Mr. Pitts has been repeatedly cited as one of the leading practitioners in capital markets by, among others, Chambers USA: America’s Leading Lawyers for Business from 2007 through 2012; Chambers Global: The World’s Leading Lawyers for Business from 2008 through 2013; The Legal 500 from 2010 through 2012; IFLR1000: The Guide to the World’s Leading Financial Law Firms from 2007 through 2013; The Best Lawyers in America from 2011 through 2013; and The International Who’s Who of Capital Market Lawyers.  Cravath was recognized in 2007 as a leading law firm in the shipping industry by Chambers Global.

Mr. Pitts was born in Rochester, New York. He received a B.A. from Trinity College in 1988, a J.D. summa cum laude in 1994 from Boston University, where he was Notes Editor of the Law Review and received the Alumni Achievement Award, and an M.B.A. from Boston University in 1995. Mr. Pitts joined Cravath in 1995 and became a partner in 2003.


 

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

SPEECHES & PUBLICATIONS

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.

MEMBERSHIPS

  • 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

 

EDUCATION

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

 

ADMISSIONS

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

 

 

 



Dennis J. Block is the Senior Chairman of Global Corporate M&A at Greenberg Traurig LLP, who specializes in mergers and acquisitions and corporate governance.  Mr. Block has been a member of the Council and a Co-Chairman of the Committee on Corporate Counsel, of the Section of Litigation of the American Bar Association.  Mr. Block is a member of the Committee on Corporate Laws of the Section of Business Law of the American Bar Association.  He is the co-author of The Business Judgment Rule:  Fiduciary Duties of Corporate Directors (5th ed. 1998 and Supplements, 2000, 2001, and 2002), co-author of a monthly column in the New York Law Journal, co-editor of The Corporate Counselor’s Deskbook (5th ed. 1999), and a member of the editorial boards of several legal publications.  Mr. Block is a frequent author and lecturer on corporate governance, the business judgment rule, corporate takeovers, federal securities laws, corporate litigation, indemnification and insurance of corporate officials, the attorney -client privilege and professional responsibility.  Mr. Block is a graduate of Brooklyn Law School, where he serves as an Adjunct Professor teaching Advanced Corporate Law.  Before entering private practice, Mr. Block was a Branch Chief of Enforcement at the New York Regional Office of the Securities and Exchange Commission.


Shelley Dropkin is the Deputy Corporate Secretary and General Counsel, Corporate Governance, and a Managing Director, of Citigroup Inc. She also serves as General Counsel of the Citi Foundation. Ms. Dropkin has been with Citigroup since 1993 during which time she also served as Assistant General Counsel and Senior Counsel. Prior to joining Citigroup (then Primerica Corporation), Ms. Dropkin was an Associate at Winston & Strawn. 

Ms. Dropkin is the Chairman of the Board of Directors of the New York Lawyers for the Public Interest, and serves as a member of its Executive Committee. In 2012 she was appointed by Chief Judge Jonathan Lippman to serve on the Task Force to Expand Access to Civil Legal Services in New York. Ms. Dropkin is a member of the Nomination and Governance Committee of the Board of Directors of the Society of Corporate Secretaries and Governance Professionals and a former Board member of the Society. Ms. Dropkin is also a member of the Stockholder Relations Society. She is a past President of the Society of Corporate Secretaries and Governance Professionals, New York Chapter. 

Ms. Dropkin has a J.D. from S.U.N.Y. at Buffalo and a B.S. from Cornell University. She is admitted to practice in New York and Washington, D.C. 


Adam E. Fleisher is a partner based in the New York office.

Mr. Fleisher is a corporate and securities lawyer whose practice focuses on a variety of corporate finance transactions. He has extensive experience across a number of areas, including:

  • International and U.S. capital markets offerings, including IPOs, convertible bond offerings, rights offerings, block trades and high yield bond offerings
  • Liability management transactions, including tender offers, exchange offers, consent solicitations and open market repurchases
  • Private equity firm structuring and private equity M&A
  • Syndicated lending
  • Securities and loan trading

Mr. Fleisher a Visiting Clinical Lecturer at Yale Law School, where he co-teaches “Advanced Issues in Capital Markets: Role of Counsel for Issuers and Underwriters in an Initial Public Offering.” He also is a member of the Practical Law Company’s U.S. Advisory Board and has served as Secretary of the Financial Reporting Committee of the Association of the Bar of the City of New York. He has authored and co-authored a number of publications, including:

  • “Selling Shares in a Newly Public Company”
  • “Communication with Financial Analysts and Related Disclosure Issues”
  • “Alternatives to Traditional Securities Offerings”
  • “Revised Rule 144 And Registration Rights: Market Practice Two Years On” 
  • “The Mechanics of A/B Exchange Offers”
  • “Regulation S Selling and Transfer Restrictions: A Basic User’s Guide”
  • “Recent Cases Address Important Section 16 Short-Swing Issues”
  • “Regulation M: What the Deal Team Needs to Know”
  • “The Deal Team’s Guide to Regulation M”

Mr. Fleisher is a frequent speaker on a variety of legal topics, including at the Practising Law Institute (PLI). He has also been recognized as a leading capital markets lawyer by The Legal 500 U.S

Mr. Fleisher joined the firm’s New York office in 2000 and was elected partner in 2008. He was resident in the firm’s London office from 2001 to 2005, when he returned to New York. Mr. Fleisher received a J.D. degree from Yale Law School and a B.A. from Harvard University. He is a member of the Bar in New York.


Andrea Lowenthal
Head of Legal, America
Australia and New Zealand Banking Group Limited 

Andrea joined ANZ’s New York Branch in April 2014, and provides advice on all products and services offered in the U.S. by ANZ Bank and its U.S. broker-dealer, ANZ Securities.  ANZ Bank is one of the largest in Australia and Asia, and Andrea advises colleagues across the bank’s footprint on matters concerning the U.S. capital markets and securities regulations.  She is also responsible for certain regulatory matters, including ANZ Bank’s U.S. Resolution Plan.   

Andrea started her career at Shearman & Sterling working on global syndicated bank loans and debt and equity capital markets offerings.  Then, at Merrill Lynch, she advised Merrill as principal in global acquisitions and divestitures, joint ventures, private equity investments, securities transactions, and SEC reporting requirements. Later, as a Director in Merrill’s Financial Institutions Group, Andrea continued her senior advisory role on strategic transactions for the firm as principal, as well as for the firm’s investment banking clients.  Just prior to joining ANZ, Andrea was SVP, Senior Counsel and Corporate Secretary of Royal Bank of Scotland’s U.S. subsidiary, Citizens Financial Group, advising senior management and the board of the bank’s holding company and its banking subsidiaries.

Andrea received her Bachelor of Science summa cum laude from Boston University's School of Management, a Master of Arts from Bard College, and her Juris Doctor cum laude from Brooklyn Law School, where she was Editor-in-Chief of the Brooklyn Law Review.


Anna Pinedo has concentrated her practice on securities and derivatives. She represents issuers, investment banks/financial intermediaries, and investors in financing transactions, including public offerings and private placements of equity and debt securities, as well as structured notes and other hybrid and structured products.  

Ms. Pinedo works closely with financial institutions to create and structure innovative financing techniques, including new securities distribution methodologies and financial products. Ms. Pinedo has particular financing expertise in certain industries, including working with technology-based companies, telecommunications companies, healthcare companies, financial institutions, REITs and consumer finance companies. Ms. Pinedo has worked closely with foreign private issuers in their securities offerings in the United States and in the Euro markets. She also works with financial institutions in connection with international offerings of equity and debt securities, equity- and credit-linked notes, and hybrid and structured products, as well as medium-term note and other continuous offering programs.

In the derivatives area, Ms. Pinedo counsels a number of major financial institutions acting as dealers and participants in the commodities and derivatives markets. Ms. Pinedo advises on structuring issues, as well as on regulatory issues, including those arising under the Dodd-Frank Act. Her work focuses on foreign exchange, equity and credit derivatives products, and structured derivatives transactions. Ms. Pinedo has experience with a wide range of transactions and structures, including collars, swaps, forward and accelerated repurchases, forward sales, hybrid preferred stock, and off-balance sheet structures. Ms. Pinedo also has advised derivatives dealers regarding their Internet sites and other Internet and electronic signature/delivery issues, as well as on compliance matters.

Ms. Pinedo regularly speaks at conferences and participates in panel discussions addressing securities law issues, as well as the securities issues arising in connection with derivatives and other financial products. She is the co-author of JOBS Act Quick Start, published by International Financial Law Review (2013, updated 2014, 2016), contributor to OTC Derivatives Regulation Under Dodd-Frank: A Guide to Registration, Reporting, Business Conduct, and Clearing (Thomson Reuters, 2014, second ed. 2015), co-author of Considerations for Foreign Banks Financing in the US, published by International Financial Law Review (2012, updated 2014), Liability Management: An Overview (2011, updated 2015), published by International Financial Law Review, co-author of Covered Bonds Handbook, published by Practising Law Institute (2010, updated 2012-2014), co-author of the treatise Exempt and Hybrid Securities Offerings, published by Practising Law Institute (2009, second ed. 2011, updated 2014) and also co-author of BNA Tax and Accounting Portfolio, SEC Reporting Issues for Foreign Private Issuers (BNA Accounting Policy and Practice Series, 2009, second ed. 2012, updated 2016). Ms. Pinedo is also a contributing author to Broker-Dealer Regulation (2011, second ed. 2012), published by Practising Law Institute. Ms. Pinedo contributed to The Future of Bank Funding and Capital: Solutions for Issuers, Opportunities for Investors (IFR Market Intelligence, 2009). Additionally, Ms. Pinedo co-authored "The Ties that Bind: the Prime-Brokerage Regulation," a chapter in Global Financial Crisis (Globe Law and Business, 2009) and "The Law: Legal and Regulatory Framework," a chapter in PIPEs: A Guide to Private Investments in Public Equity (Bloomberg, 2006).

Ms. Pinedo has been included in Best Lawyers in AmericaEuromoney's Expert Guide for Capital Markets and Expert Guide for Women in Business LawSuper Lawyers, Crain's New York Business "Forty Under 40," Investment Dealer's Digest "Forty Under 40" and Hispanic Business's "100 Most Influential Hispanics." Ms. Pinedo has been ranked by Chambers USA as one of America's leading capital markets-derivatives and capital markets-structured products lawyers and has been recognized as a notable lawyer for financial services regulation-broker dealer (compliance). Chambers Global has ranked Ms. Pinedo as one of the world's leading lawyers (recommended in capital markets–structured products). Ms. Pinedo has also been cited as a recommended lawyer for capital markets in the IFLR1000 Guide to Leading Lawyers, and as a recommended lawyer by The Legal 500 US for her work in capital markets: debt, equity, and global offerings, as well as structured finance and REITs. Ms. Pinedo was a recipient of the Burton Award for Legal Achievement in 2007, 2009 and 2011 which honors excellence in legal writing. Ms. Pinedo was also a winner of the 2013 Euromoney LMG Americas Women in Business Law Awards as the Leading Lawyer in the Americas in the category of Structured Finance, which includes Derivatives.  Ms. Pinedo also received the Client Choice Award in Capital Markets by Lexology in 2016.

Ms. Pinedo is a member of the American Bar Association's Committee on the Federal Regulation of Securities, a member of the subcommittee on Disclosure and Continuous Reporting, vice-chair of the subcommittee on Securities Registration, and a member of the task force on the future of securities regulation. She has participated in the drafting committee for the ABA's comment letters on such topics as securities offering reform, revisions to accelerated filing, smaller public company proposals, and various JOBS Act related matters. Ms. Pinedo also is a member of the ABA Committee on the Regulation of Futures and Derivatives Instruments.  Ms. Pinedo is a chair of the Structured Products Association Legal, Regulatory and Compliance Executive Committee.  She is a member of the Mortgage Bankers Association’s Mortgage REIT Council and a member of the MBA’s Secondary & Capital Markets Committee.

Ms. Pinedo is a member of the George Washington University Center for Law, Economics & Finance Advisory Board. Ms. Pinedo is a member of the Visiting Committee of the Law School of the University of Chicago. Ms. Pinedo was a member of the University of Chicago Legal Forum during her time at the University of Chicago Law School.

Education

Georgetown University (BSFS, 1990)

University of Chicago Law School (J.D., 1993)


Bill Newman advises his firm's clients on the structuring and execution of sophisticated business and securities transactions while heading the corporate and securities transaction practices at Barton LLP. Bill represents operating businesses, investment funds and individual investors across a wide variety of industries, including information technology, media, life sciences, investment management, real estate, manufacturing and distribution. Using his expertise with the SEC's rules as well as with the regulations of US securities exchanges and other markets, Bill assists both domestic and international entrepreneurial companies in accessing US capital markets. 




Brian S. Korn is Head of Digital Finance and Marketplace Lending and a partner in the Capital Markets practice group of Manatt, Phelps & Phillips, LLP. He is resident in the New York office. His practice focuses on online credit and lending regulatory and finance issues. Manatt is a leader in the space with approximately 100 clients participating in some form of marketplace lending and crowdfinance.

Mr. Korn also advises on corporate finance transactions, including initial public offerings (IPOs), early-stage and start-up venture financings, and mature corporate and high-yield debt finance. He also advises clients on SEC compliance, broker-dealer compliance and corporate swap transactions.

Prior to joining Manatt, Mr. Korn co-led the crowdfunding and marketplace lending practice at a major international law firm. Mr. Korn has also previously served as head of Equity Capital Markets and Syndicate Compliance at Barclays Capital and as senior vice president and assistant general counsel at Citigroup Global Markets, Inc. He has extensive experience representing issuers and underwriters in investment banking and capital markets transactions, including transactions involving equity, debt, hybrid/convertible and preferred securities, derivatives and foreign exchange. He has executed several IPOs and other equity value monetization transactions, such as spin-offs, split-offs and carveout transactions. He also has extensive experience in sponsor-leveraged buyouts and bank/bond acquisition financing.

Mr. Korn has made multiple appearances on Fox Business Television, Bloomberg, CCTV America and National Public Radio commenting on the JOBS Act, including its impact on crowdfunding, peer-to-peer lending, IPOs and market trading dynamics.

Education

  • Northwestern University School of Law, J.D., 1997.Note and comment editor, Northwestern Journal of International Law & Business.
  • University of California, Berkeley, B.A., with honors and distinction, 1993.

Memberships and Activities

  • Admitted to practice in New York and California.

Honors and Awards

  • “Who’s Who of CrowdFunding World,” CrowdFundBeat, 2014-2016.


David Weild is considered by many to be the "father" of the JOBS Act as the Act was largely catalyzed by the work he published with co-author Ed Kim through Grant Thornton ("Why are IPOs in the ICU?" - 2008; "A wake up call for America" - 2009; "Market structure is causing the IPO crisis - and more" - 2010). David attended the signing of the Act by President Obama in the Rose Garden on April 5, 2012. He is the leading expert on how stock market structure impacts capital formation for issuers and economic growth. His work has been cited in or by the U.S. House of Representatives, the White House Jobs Council, the IPO Task Force Report to the US Treasury and the SEC. He recently addressed the 35 member nations of the Organization of Economic Cooperation and Development ("OECD").
 
David is a former vice chairman of The Nasdaq Stock Market and head of investment banking at Prudential Securities. He is the Founder & Chairman of the investment bank Weild & Co. (www.WeildCo.com) and heads capital markets thought leadership for Grant Thornton (www.GT.com).
 
Weild's views were initially controversial but have gained increasing acceptance.  They have broad implications for any company accessing private or public equity markets or seeking to do a better job in investor relations. He spoke at the SEC Roundtable on Decimalization on February 5 of this year, where his study, "The trouble with small tick sizes" was submitted.
 
David holds an MBA from the Stern School of Business, a BA from Wesleyan University, and studied at the Stockholm School of Economics, HEC and the Sorbonne in France.
 
He is Chairman of the noted 9/11 charity Tuesday's Children


Donna Dabney joined The Conference Board as executive director of the Governance Center, in August 2012. In her current position, Donna leads the efforts of The Conference Board in the area of corporate governance.

Prior to joining The Conference Board, Dabney was vice president, corporate secretary, and corporate governance counsel of Alcoa Inc.

Dabney has extensive experience in corporate governance matters, having served as a member of management for over 15 years on the boards of Alcoa and Reynolds Metals Company. She is a recognized expert on governance issues related to executive compensation. At Reynolds she was a member of the senior management team with oversight responsibility for the global operations of the company and served as chief mergers and acquisitions counsel and secretary to the board of directors. When Alcoa acquired Reynolds in 2000, she joined Alcoa as its secretary, assistant general counsel, and group counsel of the Consumer, Packaging, Distribution, and Construction Group, where she was part of a three-member team with oversight management responsibility for this business. As part of her work with the Alcoa board of directors, Donna has gained substantial experience with sustainable development in the Amazon region of Brazil.

Before joining Reynolds, she practiced law with the Richmond, Virginia, firm of McGuireWoods LLP and served on the faculty of Old Dominion University. She is a 1980 graduate of the University of Virginia School of Law and a member of the Order of the Coif legal honorary society.

Dabney is a member of the New York advisory board of the Society of Corporate Secretaries and Governance Professionals and a member of the faculty of the Citadel Directors Institute and of the Practicing Law Institute. She is also a former member of the Stockholder Relations Society of New York.


Education

New York University School of Law, J.D., 1977 Wesleyan University, B.A., 1974, magna cum laude

Practice

Linda Rappaport is Practice Group Leader Emerita of the Executive Compensation & Employee Benefits/Private Client Group and a founding member of the firm’s Corporate Governance Advisory Group.  Her practice focuses on all aspects of executive compensation and benefits, including corporate, securities and tax laws, and related corporate governance matters.  She has extensive experience in the design and implementation of executive incentive programs, including global and U.S. equity-based plans, and in the negotiation and preparation of employment contracts and severance arrangements, with particular emphasis on the financial services and entertainment industries.

Ms. Rappaport has a special focus on the representation of global, U.S. and non-U.S. companies and their Boards of Directors and Compensation Committees in corporate governance matters, including CEO succession, public disclosure and executive compensation.  She also represents individual executives of public companies and private enterprises.

Active in lecturing, she is the author of numerous articles on a variety of corporate governance and executive compensation issues.  She has been ranked Band 1 for Employee Benefits & Executive Compensation: New York in Chambers USA since 2007.

Ms. Rappaport has been a partner of the firm since 1985.  She has served 3 terms as an elected member of the firm’s Policy Committee through 2014 and has been a member of the firm’s Executive Group.  She is also a founding member and adviser of the firm’s Women’s Initiative For Success, Excellence and Retention (“WISER”) as well as a member of its Diversity Committee and the firm’s Hiring Partner.

Before joining the firm in 1979, she was a Law Clerk to Chief Judge James S. Holden, U.S. District Court of the District of Vermont, from 1978 to 1979.


EXPERIENCE

Doug Koff is a partner in Bracewell’s broker-dealer practice where he represents clients in high profile civil and criminal proceedings, as well as investigative matters. His work generally involves very complex factual and legal issues.

Doug has been actively engaged in cases involving securities, derivative products, and other complex financial instruments. In this regard, he has advised and defended companies and corporate executives in virtually every inquiry by civil and criminal authorities (as well as SRO's) into business practices on Wall Street, including a wide array of matters involving the financial crisis.

Doug has also handled major civil litigations and arbitrations involving a broad spectrum of substantive legal issues, including fraud, breach of contract, antitrust, breach of fiduciary duty, reinsurance, piercing the corporate veil, mergers and acquisitions, money laundering, as well as federal securities law. His experience spans all aspects of civil litigation including substantial trial experience.

Ranked by Chambers and Partners, Chambers USA, since 2008, Doug is lauded in the 2012 guide as “hard working, attentive and client-focused.” The 2010 edition noted that that Doug is “a smart, thorough litigator who is always on top of things.” The guide also said that “He has everything on his radar screen,” and that Doug has a “remarkable ability to get along with anyone, making it his business to develop a rapport with other attorneys involved in his cases.”

REPRESENTATIVE MATTERS

Successfully represented a Bank in an SEC investigation into the Bank's public filings in relation to its accounting of its allowance for loan and lease losses and deferred tax assets

Successfully represented a prominent collateral manager regarding the structuring, sale and marketing of CDOs and CLOs

Represents numerous individuals at a number of different financial institutions regarding ongoing investigations of trading and sales practices into foreign exchange, CDOs, RMBS, securitizations and a host of fixed income instruments as well as equities.

  • None of these individuals have been charged by any law enforcement agency or regulator

Represented a former CEO in connection with civil and criminal matters involving finite transactions in the reinsurance industry

  • Obtained a deferred prosecution in the criminal proceeding
  • Successfully settled the matter with the SEC with no financial liability
  • Successfully obtained dismissal of all civil matters

Represented a founding partner of a hedge fund in a prominent insider trading investigation

Represented a chief compliance officer of a registered broker dealer in connection with an investigation by the Securities and Exchange Commission regarding compliance issues around dark pools

  • SEC was convinced not to file charges through the Wells process

Involved in a series of investigations of a major financial institution into the underwriting, marketing and sale of auction rate securities

Represented numerous corporate executives in an investigation by the Department of Justice and the Securities and Exchange Commission into sales practices, insider trading and underwriting issues

Represented reinsurance companies in connection with investigations involving finite transactions in the reinsurance industry

  • Obtained a zero dollar settlement of 10b-5 charges
  • Other companies were not charged by the regulators

Represented four former outside directors in the Tyco litigation in numerous securities class actions and the related shareholder derivative litigation, some of whom Doug also represented in various regulatory and criminal matters

Represented a major financial institution with respect to allegations concerning stock loan finders

  • No charges were filed against the institution

Represented Canadian Imperial Bank of Commerce in connection with investigations involving mutual fund trading practices

Represented Bear Stearns in connection with regulatory investigations stemming from allegations of improper initial public offering practices

Represented Bear Stearns in connection with regulatory investigations arising out of allegations of alleged conflicts of interest between the investment banking and research departments

Represented Lehman Brothers in multimillion dollar disputes with various Chinese trading counterparties involving foreign exchange and derivatives trading

Represented Bear Stearns in a complex securities arbitration.

  • One of the matters involved international discovery pursuant to the Hague Convention, complex issues of Chinese law and resulted in a 37-day trial in the U.S. District Court for the Southern District of New York.

Represented Timber Hill LLC in In re Stock Exchange Trading Antitrust Litigation in which the U.S. Court of Appeals for the Second Circuit affirmed the trial court's decision dismissing the action pursuant to the implied repeal doctrine, a key case addressing the doctrine


Francis C. Marinelli is Senior Counsel and a senior member of the Firm's Public Company Advisory Practice, which advises U.S. and non-U.S. public companies on all aspects of their compliance with the U.S. securities laws and the listing requirements of the major U.S. exchanges. He also advises companies on matters of corporate law generally.

Mr. Marinelli joined Simpson Thacher in 1988, became Corporate Counsel in 1998 and Senior Counsel in 2010. He received a B.A. "with High Honor" and an M.B.A. from Michigan State University in 1973 and 1974, respectively, and received a J.D., cum laude, from the Fordham University School of Law in 1987, where he was a member of the Fordham Law Review. Mr. Marinelli was a Law Clerk to the Honorable Milton Pollack, Senior United States District Judge for the Southern District of New York, from 1987 to 1988.

Mr. Marinelli formerly practiced as a Certified Public Accountant. He received the Elijah Watt Sells Award from the American Institute of Certified Public Accountants in 1977.


Mary Gail Gearns is co-leader of the litigation practice in New York. Her practice includes all aspects of complex commercial litigation, with a focus on securities litigation and enforcement matters. She represents clients in securities fraud actions, shareholder derivative suits, class actions, and qui tam actions. She also regularly represents clients in investigations by the SEC, FINRA, state attorneys general, and various other regulators. Mary Gail has substantial experience conducting internal investigations, and she counsels clients on compliance issues.

Many of Mary Gail’s matters involve parallel proceedings by multiple regulators and follow-on civil litigation. Her clients include banks, broker-dealers, investment advisers, hedge funds, and other public and private companies, as well as members of their senior management. Several of her recent matters stem from the financial crisis and concern the origination, sale and marketing of residential mortgage-backed securities and other complex financial products. Mary Gail has significant experience defending against allegations of disclosure fraud, market manipulation, insider trading, sales practice and other regulatory violations, false claims made to the government, RICO violations, and violations of federal and state consumer protection laws. During her thirty years of practice, Mary Gail has litigated in federal and state courts throughout the country, including through trial and appeal, and she has handled numerous FINRA and other arbitrations through the issuance of the final award.

Mary Gail is a frequent author and lecturer on securities law issues and other topics related to her practice.

EDUCATION

Cornell Law School, 1985, Juris Doctor

Princeton University, 1982, Artis Baccalaureate


Richard Langan is known for his extensive experience in capital market transactions in the domestic and international securities markets, including public offerings and private distributions of equity and high grade and high yield debt securities, Rule 144A and Regulation S distributions, exchange offers, consent solicitations and financial restructurings. Mr. Langan also handles domestic and cross-border corporate transactions, including public and privately negotiated mergers and acquisitions, joint ventures and strategic alliances, capital markets transactions, leveraged buyouts and other private equity transactions, corporate restructurings and corporate governance, including engagement with activist investors. He previously served as Nixon Peabody’s managing partner and CEO.

Services

Corporate & Finance
Food, Beverage & Agriculture
Global Reach
NP Capital Connector®
Securities
Private Equity & Investment Funds
M&A and Corporate Transactions

Education

George Washington University Law School, J.D.
Fordham University, B.A., magna cum laude, in cursu honorum (Phi Beta Kappa and Honors Program)

Admissions

New York
U.S. District Court, Southern District of New York
U.S. District Court, Western District of New York
U.S. Supreme Court


Ken is General Counsel for Finance and Corporate Legal. He joined Goldman Sachs in 1988 as a Vice President in New York and became a Managing Director in 2001.

Prior to joining the firm, Ken was an associate at Sullivan & Cromwell in New York and London.

Ken is past Chairman of the SIFMA Capital Markets Committee and a former member of the Corporate Finance Advisory Committee of FINRA. He is currently a member of the SIFMA Retail Structured Products Committee.

Ken earned an AB from Harvard in 1977 and a JD from Harvard Law School in 1980. He lives in New York.


Mr. Marzulli, a member of Shearman & Sterling’s M&A Group in New York, focuses his practice on international corporate finance with an emphasis on cross-border mergers and acquisitions, defensive assignments, privately negotiated acquisitions and divestitures of stock and assets, joint ventures and related corporate governance matters. His clients include financial institutions, strategic/corporates, private equity sponsors and their financial advisors. He is a past Chairman of the New York City Bar Association’s Committee on Mergers, Acquisitions and Contests for Corporate Control. In 2009 Mr. Marzulli was named by The Lawyer as one of 25 “Transatlantic Elite”. He has been ranked by Chambers and Partners, IFLR1000, Legal 500 and Who’s Who Legal (Mergers & Acquisitions and Corporate Governance). Mr. Marzulli joined the firm in 1980 following a federal district court clerkship and became a partner in 1988. From 1990 to 1996, he was based in London as head of the firm’s U.K. M&A practice.

Relevant Experience Includes Representation of:

  • GE Capital in the pending sale of its GE Asset Management business to State Street, in the $2.5 billion sale of a portfolio US, Canadian, Mexican and Brazilian aircraft leases and related aircraft and aircraft loans to Global Jet Capital, its attempted acquisition of Honeywell International, and its acquisitions of Harmon Industries Inc., Greenwich Air Services and UNC, as well as the divestiture of its Global eXchange Services business to a private equity consortium
  • Legg Mason in the pending acquisition of an approximately 83% ownership stake in real estate investment firm Clarion Partners, and in its acquisition of Citigroup’s worldwide asset management business
  • ARX Holding Corporation, the parent company of American Strategic Insurance Corporation (ASI), in its sale of a majority interest to The Progressive Corporation
  • Albemarle Corporation in its $6.2 billion acquisition of Rockwood Holdings
  • Service Corporation International in its acquisition of Stewart Enterprises, Inc.
  • The NASDAQ OMX Group, Inc. in its acquisition of the Investor Relations, Public Relations and Multimedia Solutions businesses of Thomson Reuters (Markets) LLC and Thomson Reuters Global Resources, its acquisition of FTEN, Inc., in the creation of a joint venture with SharesPost, Inc. to form The NASDAQ Private Market LLC
  • The Dow Chemical Company in its acquisition of Rohm and Haas
  • Merrill Lynch in its acquisition by Bank of America, its acquisitions of Petrie Parkman & Co., Herzog, Heine, Geduld, Mercury Asset Management, Smith New Court and McIntosh Securities and the sales of its Global Energy Markets business and its Mortgage Origination& Servicing Business
  • Transaction Committee of the Board of Directors of Huntsman Corp., in its aborted sale to a portfolio company of Apollo
  • LMA International N.V. on its sale to Teleflex Incorporated
  • Basic Chemical Solutions LLC in connection with its sale to Univar, Inc.
  • Northgate Capital in its sale of a majority interest to Religare Enterprises
  • BAML Capital Partners in its acquisition of Strategic Partners Holdings, Inc. and its acquisition of Provo  Craft  &  Novelty;  Merrill Lynch Global Private Equity on  its acquisitions of NPC International and Convermex
  • Mittal Steel Co. N.V. in the simultaneous acquisition of LNM Holdings N.V. and merger with International Steel Group Inc. to create the world’s then largest steel company
  • ABB Ltd. on the sale of its upstream Oil, Gas & Petrochemicals business to a private equity consortium
  • NBC Universal on its acquisition of the Bravo Company cable television programming service from Cablevision, the restructuring of its investments in Ion Media Networks and Paxson Communications Corp. and its sale of four TV stations to Media General
  • Fiat on its strategic cooperation agreement with General Motors Corp., and Fiat and New Holland on the acquisition of Case Corporation and the formation of CNH Global
  • Novartis AG on its acquisition of the over-the-counter consumer medicine business of Bristol Myers Squibb, the acquisition of the adult nutritional supplement business of the Mead Johnson division of Bristol-Myers Squibb, itssale of its oncolytic adenovirus technology to Cell Genesys, as well as its predecessor Sandoz on its merger with Ciba Geigy to form Novartis and on its acquisition of Imutran Ltd.
  • Raffles Holdings Ltd. on its acquisition of Swissôtel AG from the SwissAir Group
  • The Rank Group Plc on the sale of its 50% interest in Universal Studios Escape to Blackstone Capital Partners III L.P.
  • Bank of America Merrill Lynch, Barclays Capital, Morgan Stanley, Credit Suisse, Greenhill & Co., and Perella Weinberg Partners when acting as financial advisors

Bar Admission

New York
New Jersey

Education

New York University School of Law, J.D., Order of the Coif, 1978

Middlebury College, B.A., magna cum laude, Phi Beta Kappa, 1975

Professional Affiliations & Business Activities

American Bar Association, Business Law Section, Member

Association of the Bar of the City of New York, Member

Committee on Mergers, Acquisitions and Proxy Contests, Chair, 2008 to 2011; Member 2006 to present

Committee on Securities Regulations, Member 2002 - 2005


Mr. Siegel is a Partner, Chief Compliance Officer and Chief Regulatory Counsel of Perella Weinberg Partners, a privately-owned financial services firm that provides corporate advisory and asset management services to clients around the world. Mr. Siegel heads the company’s Compliance Division and is responsible for a wide range of matters, including those relating to the firm’s mergers, acquisitions and financial restructuring advisory services as well as the formation and operation of its private investment funds.

Prior to joining Perella Weinberg Partners, Mr. Siegel was General Counsel and Chief Compliance Officer of Stanfield Capital Partners LLC, an SEC-registered, alternative asset manager based in New York. Prior to joining Stanfield in 2004, Mr.

Siegel served in the law division of Morgan Stanley, initially advising the Mergers and Acquisitions Department. Ultimately, Mr. Siegel was the senior attorney responsible for advising Morgan Stanley Investment Management’s alternative investment funds, including its private equity funds, venture capital funds, hedge funds and fund of funds. Previously in his career, Mr. Siegel was a corporate attorney at Shearman & Sterling where he focused on public and private mergers and acquisitions, private equity transactions and join ventures.

Mr. Siegel is a member of the American, New York State and New York City Bar Associations as well as the Association of Corporate Counsel. Mr. Siegel is admitted to the Bar of the State of New York and has been designated a Certified Regulatory and Compliance Professional by FINRA and Wharton.

Mr. Siegel received a Bachelor of Arts in Political Science, magna cum laude, from Tufts University and a Juris Doctor, summa cum laude, from Washington College of Law at American University where he was an editor of The American University Law Review.


David K. Boston is a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York and co-chair of the firm’s Mergers & Acquisitions Group.  He specializes in merger and acquisition transactions involving public and private companies and in public and private offerings of equity and debt securities.  Dave regularly advises boards of directors and senior management regarding strategic and governance matters.


Eileen McCarthy
Vice President, Associate General Counsel Corporate Governance
JetBlue Airways Corporation

Eileen McCarthy is our Vice President, Associate General Counsel Corporate Governance and Assistant Secretary.  She focuses on securities disclosure and transactions, corporate governance and ethics and compliance matters.  She assists the General Counsel in supporting the Company’s Board of Directors and its committees. 

Prior to coming to JetBlue, she was a partner in the Corporate Transactions and Securities group of a national law firm, with a practice that focused on advising public companies on securities law and governance issues following the advent of the Sarbanes-Oxley Act of 2002.  She is a former law clerk for the Hon. K. Michael Moore, U.S.D.J., Southern District of Florida.  She received her undergraduate degree from Columbia College, Columbia University and her law degree from Fordham Law School, where she served as the Editor- in-Chief of the Fordham International Law Journal.  She is admitted to the Bar of the State of New York and to the Eastern and Southern Districts of New York.

She is a member of the New York City Bar Association, serving on its Securities Regulation Committee (2012-2015), and is a member of the Society of Corporate Secretaries and Governance Professionals, serving on its Securities Law Committee and its Small and Mid-Cap Companies Committee.


Paul Salvatore is a member of Proskauer's Executive Committee and former co-Chair of its global Labor & Employment Law Department, named by The American Lawyer as one of the top U.S. practices and recipient of the Chambers USA 2012 Award for Excellence. He is widely recognized as a leading U.S. labor and employment lawyer in such publications as Chambers (Band 1), US Legal 500 and Superlawyers. In 2010, The National Law Journal selected Paul as one of "The Decade's Most Influential Lawyers" - one of only three in the labor and employment law field. He is a member of the College of Labor and Employment Lawyers.

Paul negotiates major collective bargaining agreements in several industries, including real estate and construction. In 2012, he represented The Related Group in the negotiation, with 18 New York City construction unions, of a landmark project labor agreement (PLA) for Hudson Yards on Manhattan's West Side.

He also tries arbitrations and litigations arising from labor-management relationships. In its 2009 term, Paul argued and won before the U.S. Supreme Court 14 Penn Plaza LLC v. Pyett. In a 5-4 decision of importance to employers, the Court held a collective bargaining agreement that explicitly requires unionized employees to arbitrate employment discrimination claims is enforceable, modifying 35 years of labor law.

Paul handles all types of employment litigation, arbitration and mediation. He provides advice and guidance to clients, counseling employers on how to avoid litigation through proactive human resources policies and alternative dispute resolution.

An honors graduate of Cornell University's School of Industrial and Labor Relations (ILR) and the Cornell Law School, Paul serves on the University's Board of Trustees. Among other roles, he is vice-chair of its Audit Committee and serves on its Cornell NYC Tech Task Force. Paul previously was Chair of the ILR Dean's Advisory Council and President of ILR's Alumni Association.

Paul counsels business groups, including the U.S. Chamber of Commerce and the Society for Human Resource Management (SHRM). An active speaker and writer on labor and employment law issues, he serves as the longtime Legal Columnist for Human Resource Executive Magazine.


Thomas W. Yang is Managing Director and Associate General Counsel at Bank of America Merrill Lynch and is co-head of the global team of attorneys that covers the Debt Capital Markets and Equity Capital Markets groups worldwide.  Mr. Yang focuses on both debt capital markets and equity capital markets transactions, as well as U.S. and international regulatory and policy matters affecting the securities industry.  Mr. Yang is the chairperson of the Capital Markets Committee of the Securities Industry and Financial Markets Association (SIFMA) and is a member of the Corporate Financing Committee of the Financial Industry Regulatory Authority (FINRA).  Prior to joining Bank of America Merrill Lynch, Mr. Yang was a Director and Counsel in the Transactions Advisory Group at Credit Suisse First Boston from 2000 to 2005 and had practiced law with the firm of Brown & Wood LLP prior to then.


A partner in the Corporate Department and a member of the Capital Markets and Securities Group, Lawrence G. Wee focuses on capital markets and finance transactions and securities regulation. Larry is recognized by The Legal 500 as a leading capital markets lawyer.

EXPERIENCE

Larry’s practice includes public and private equity offerings, high-yield and investment-grade debt offerings, convertible debt offerings and offerings of asset-backed securities. He also represents public companies in connection with their ongoing securities law and corporate governance matters and advises in connection with public mergers and acquisitions transactions. Larry also has extensive experience in debt consent solicitations, debt restructurings and exchange offers. 

His representations include:

  • Taylor Morrison Home Corporation in its $680 million initial public offering, a series of Rule 144A/Regulation S issuances of senior unsecured high-yield notes by its indirect subsidiaries totaling over $1.5 billion and a $400 million senior unsecured revolving credit facility for its operating subsidiaries;
  • Resolute Forest Products, Inc. in its Rule 144A/Regulation S offering of $600 million of senior unsecured high-yield notes, its registered exchange offer of its common stock made in connection with a hostile takeover of Fibrek, Inc., an up to $500 million issuance of senior subordinated convertible notes in a rights offering and an $850 million issuance of senior secured notes as part of its U.S. and Canadian plans of reorganization;
  • Global Brass and Copper Holdings, Inc. in its initial public offering and two follow-on public offerings totaling more than $275 million of proceeds and its Rule 144A/Regulation S offering of $375 million of senior secured notes; 
  • Kate Spade & Company (f/k/a Fifth & Pacific Companies, Inc. and Liz Claiborne, Inc.) in connection with its dispositions of its Lucky Brand Dungarees, Juicy Couture MEXX and Liz Claiborne businesses, issuances of $372 million of senior secured notes secured by its principal trademarks and a $90 million convertible notes offering;
  • A radiation oncology services provider in its Rule 144A/Regulation S offerings of $350 million of senior secured notes and its senior secured revolving credit facility; 
  • A national quick-service restaurant company in its $1.0 billion whole-business securitization; 
  • Revlon Consumer Products Corporation in its Rule 144A/Regulation S offering of $500 million of senior unsecured notes; 
  • A regional cable company in its Rule 144A/Regulation S offerings of an aggregate of $275 million of senior notes to finance a buyout by affiliates of Oak Hill Capital Partners and GI International L.P.; 
  • AMG, N.V. in connection with various public and private securities offerings and restructurings and its $300 million senior secured credit facility and $60 million add-on facility; 
  • Harland Clarke Holdings Corp. in its Rule 144A/Regulation S offerings of a total of $285 million of senior secured notes; 
  • Tekni-Plex, Inc. in its Rule 144A/Regulation S offering of $480 million of senior secured notes; 
  • A U.S. paper company in its Rule 144A/Regulation S issuance of $345 million of senior secured notes and a related tender offer for existing indebtedness; 
  • Great Wolf Resorts, Inc. in connection with a $230 million issuance of senior secured notes and its  acquisition in a cash tender offer by affiliates of Apollo Global Management; 
  • Emmis Communications Corporation in numerous securities offerings and other transactions, including its tender offer for and open market purchases of its preferred stock (and associated total return swaps) and a prior proposed going-private tender and exchange offer; 
  • The bondholders of Charter Communications, Inc. in connection with their acquisition of $1.77 billion of new senior notes in Charter’s chapter 11 plan of reorganization; 
  • The bondholder committee in the $27 billion exchange offer by General Motors Corp. and the related chapter 11 plan of reorganization;  and
  • The bondholder committee in the $28.5 billion exchange offer by GMAC LLC. 
Larry’s public company clients include Taylor Morrison Home Corporation, Global Brass and Copper Holdings, Inc., Kate Spade & Company, Movado Group, Inc. and Emmis Communications Corporation.  Larry also represents private equity and other funds in leveraged buyouts, including affiliates of Oaktree Capital Management, MacAndrews & Forbes, KPS Capital Partners and Oak Hill Capital Partners

Larry has also represented the Credit Roundtable, an association of large institutional fixed income managers, including investment advisors, insurance companies, pension funds and mutual funds, in connection with its efforts to improve the regulatory environment and market practices with respect to debt tender and exchange offers and consent solicitations.
Larry is the author of “An Illustrated Guide to High-Yield Debt Standard Covenants” which he has presented at the Practising Law Institute’s “Understanding the Securities Laws” program.

EDUCATION
J.D., Harvard Law School, 1994
cum laude

B.A., Yale College, 1991
summa cum laude

LANGUAGES

Mandarin


Ms. Garnett is an Associate Director for Disclosure Operations in the SEC’s Division of Corporation Finance.  As a member of the Division’s senior leadership, Ms. Garnett is responsible for oversight of the disclosure review program for public companies.  From 2000-2010, she served as an Assistant Director in the Division, supervising the filing review process for companies in the real estate and investment services industries.  Previously, she served as Special Counsel and Attorney-Advisor in the Division of Corporation Finance and in the Division of Investment Management.  Prior to joining the Commission, Ms. Garnett was in private practice, concentrating in general corporate and securities law matters.  In addition to her duties at the SEC, Ms. Garnett was an adjunct professor in the LL.M program for Securities and Financial Regulation at Georgetown University Law Center from 2005-2012.  Ms. Garnett is a graduate of Dartmouth College and the University of Texas School of Law.