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Understanding the Securities Laws Fall 2014

 
Author(s): N. Adele Hogan, Mark D. Wood, Gary M Brown
Practice Area: Corporate & Securities
Published: Dec 2014
PLI Item #: 49292
CHB Spine #: B2130

Gary M. Brown is the CEO of CMG Life Services Inc., a leading company in the life settlement industry.  He joined CMG after a 31-year legal career, which included advising public companies on securities and board governance.  Prior to joining CMG, he also taught securities law at the Vanderbilt University Law School and was general counsel to the Ethics and Compliance Officer Association.  While in private practice, he was recognized in both Best Lawyers in America and Chambers – America’s Leading Business Lawyers.  He is a frequent speaker and instructor at PLI events and co-chairs two of the Practising Law Institute’s national securities programs.  He also is the author of PLI’s Securities Law and Practice Deskbook and the chapter “Introduction to Life Settlements” in PLI’s treatise Financial Product Fundamentals.

During 2002, Gary was Special Counsel to the U.S. Senate’s Governmental Affairs Committee in its Enron investigation.  During 2010, he was retained by the U.S. Senate’s Permanent Subcommittee on Investigations to assist in investigating the role of investment banks in the 2008 financial crisis.  In those roles, he provided advice on the Sarbanes-Oxley Act and the Dodd-Frank Act while those pieces of legislation were being debated in the Senate.

Gary received both his B.A. and J.D. degrees from Vanderbilt University, where he also was a member of the Order of the Coif.


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