Gary M. Brown is a shareholder in the Nashville,
Tennessee and Washington, D.C. offices of Baker, Donelson, Bearman,
Caldwell & Berkowitz, PC, and the chair of the firm's Business
Department. During 2002, Mr. Brown served as Special Counsel to the
United States Senate Committee on Governmental Affairs in its
investigation into the causes of the collapse of Enron Corp. In
that role, he also provided advice to Committee members on aspects
of what became the Sarbanes-Oxley Act of 2002 while that
legislation was being debated in the Senate. Otherwise, in his
twenty-five years of practice, he has counseled boards of directors
of companies listed on the New York Stock Exchange, American Stock
Exchange, Toronto Stock Exchange and Nasdaq. He has extensive
experience in SEC and stock exchange regulatory compliance and
corporate governance, as well as accounting, corporate
investigation, public disclosure and investor relations issues.
Since 1994, he has been an adjunct professor of law at the
Vanderbilt University School of Law, where he teaches courses in
corporate and securities law.
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
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.
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)