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Understanding the Securities Laws Fall 2014


Speaker(s): Andrew N. Siegel, Ann Beth Stebbins, Anna T. Pinedo, Anthony Antonelli, Byron B. Rooney, David K. Boston, Douglas I. Koff, Jennifer L. Nadborny, Julie M. Allen, Kenneth L. Josselyn, Linda E. Rappaport, Lori E. Bostrom, Martha E. Solinger, N. Adele Hogan, Raymond Y. Lin, Richard F. Langan, Jr., Robert Evans III, Robert J. Siverd
Recorded on: Dec. 11, 2014
PLI Program #: 49296

Martha Solinger is the Co-General Counsel of the Lehman Brothers Holdings Inc. bankruptcy estate.  Prior to that Martha was a Managing Director, Global Litigation, Insurance and Intellectual Property at Lehman and was with Lehman or its predecessors for 23 years. During that time, her work focused on class actions and other complex securities, and other corporate litigations arising out of Lehman’s investment banking, trading, public finance, capital markets and other investments; recovery on insurance claims; and administration of the Lehman’s litigation disclosure and reserves.

Before going in-house, Martha was a securities litigator at Dewey Ballantine in New York, working on class actions and SEC investigations.  She also practiced at Kronish, Lieb, Wiener & Hellman in New York, handling commercial and securities cases.

Martha received her B.A Phi Beta Kappa from the University of Michigan in 1977 and a J.D. from Georgetown University Law Center, summa cum laude, in 1980.


 

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

 

 

 



LORI E. BOSTROM is a legal consultant covering investment management and retirement matters.  She served as Senior Vice President and Deputy General Counsel at OFI Global Asset Management, Inc. (OppenheimerFunds) for over 10 years, heading the legal teams covering product distribution, marketing, fund disclosure and retirement products. Prior to joining OppenheimerFunds in 2004, Ms. Bostrom spent 9 years in-house at Prudential Financial, Inc. and The Guardian Life Insurance Company of America, specializing in investment management law and fund-related business initiatives. Ms. Bostrom spent the first several years of her legal career in private practice. She graduated with a B.A., Phi Beta Kappa, from Skidmore College and a J.D. from Cornell Law School, where she served as Managing Editor of the Cornell Law Review. Ms. Bostrom has served on several regulatory committees in financial industry trade associations, focusing on securities product distribution and retirement issues.


Ann Beth Stebbins is a corporate partner in Skadden’s New York office who concentrates primarily on mergers and acquisitions. Ms. Stebbins spent eight years in the firm’s London office and has been involved in a variety of cross-border transactions representing acquirers, targets and financial advisors.

Ms. Stebbins’ representative transactions include:

  • Amylin Pharmaceuticals, Inc. in its $7 billion acquisition by Bristol-Myers Squibb Company;
  • Apax Partners LLP in:
    • its acquisition of a majority stake in Accenture LLP’s Duck Creek insurance software business;
    • its acquisition of a controlling interest in FULLBEAUTY Brands, Inc.;
    • its acquisition of Quality Distribution, Inc.;
    • the sale of a majority stake in Advantage Sales & Marketing LLC to affiliates of private equity firm Leonard Green & Partners, L.P. and funds advised by CVC Capital Partners Limited;
    • its acquisition of Advantage Sales & Marketing from J.W. Childs Equity Partners and ML Global Private Equity Fund;
    • its acquisition of Tivit, a leading technology service provider in Brazil; and
    • the formation of Advantage-Waypoint, LLC, a consortium of food service brokers;
  • Bally Technologies, Inc., a manufacturer and distributor of gaming devices, in its $100 million acquisition of Dragonplay Ltd. (Israel), a developer of online games; and its $5.1 billion acquisition by Scientific Games Corporation, a supplier of instant-win lottery tickets and a manufacturer of lottery terminals;
  • Colfax Corporation, a manufacturer of fluid handling products, in its acquisition of Victor Technologies Group Inc., a manufacturer of industrial equipment, from Irving Place Capital;
  • Empresas Polar S.A. in connection with the formation of a joint venture with PepsiCo, Inc. and Grupo Embotelladoras Unidas, S.A.B. de C.V. to manufacture and distribute beverages in Mexico;
  • Gucci Group N.V. in its successful defense against a hostile takeover attempt by LVMH Moët Hennessy Louis Vuitton S.A.; and its independent directors in connection with Pinault-Printemps-Redoute’s acquisition of the publicly held shares of Gucci; and in numerous acquisitions of European luxury goods companies, including Sanofi Beauté (which includes the Yves Saint Laurent clothing and perfume businesses), Balenciaga S.A., Stella McCartney Ltd., Alexander McQueen Ltd. and Bedat S.A.;
  • J. C. Penney Company, Inc. in its acquisition of the Liz Claiborne and Monet trademarks from Liz Claiborne, Inc.;
  • Pharmaceutical Product Development, Inc. in its $3.9 billion sale to The Carlyle Group and Hellman & Friedman;
  • SeaCube Containers, Ltd. in its $1.7 billion acquisition by Ontario Teachers’ Pension Plan; and
  • the independent members of the board of directors of Time Warner Cable Inc. in its acquisition by Charter Communications.

Ms. Stebbins lectures and participates in seminars on topics related to her practice. In 2012, she was recognized as one of five “Outstanding Women Leaders” by Georgetown University Law Center. She also has been named as a “Woman Dealmaker of the Year” by The M&A Advisor.


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)


Anthony Antonelli is a senior associate in the Litigation practice of Paul Hastings and is based in the firm’s New York office. He concentrates his practice on the representation of individuals and entities in regulatory enforcement and white collar criminal matters before the United States Department of Justice (DOJ), the Securities and Exchange Commission (SEC), state attorneys general offices, FINRA, and other federal and state agencies. In addition, he has conducted a variety of internal investigations, including those involving the Foreign Corrupt Practices Act (FCPA), kickbacks and accounting irregularities.

Mr. Antonelli also has broad-based experience representing clients in a variety of complex civil litigation matters, including those involving securities, derivative products and other financial instruments. He has handled cases involving a wide array of substantive legal issues, including breach of fiduciary duty, fraud, breach of contract, as well as federal and state securities laws.

Recent Representations

  • An investment advisor and leading collateral manager in connection with regulatory inquiries involving the underwriting, structuring, marketing, and sale of collateralized debt obligations (CDOs) and collateralized loan obligations (CLOs)
  • A chief compliance officer in connection with an investigation by FINRA involving Rule 105 of Regulation M
  • A real estate investment firm in an investigation by the Federal Housing Finance Agency Office of the Inspector General
  • A state investment office managing more than $20 billion in assets in connection with federal "pay-to-play" investigations concerning the role of placement agents in various hedge fund, private equity, public equity, and real estate investments made by the state
  • Various corporate executives at a number of different financial institutions in connection with federal and state investigations involving CDOs, residential mortgage-backed securities (RMBS) and other securitizations
  • A financial institution, various corporate executives and a securities analyst in a series of unrelated insider trading investigations by the DOJ and SEC
  • Various corporate executives of an investment technology and services company in connection with investigations by the DOJ and SEC involving trade execution practices
  • A major financial institution in connection with a series of criminal, civil, and regulatory investigations into the underwriting, marketing, and sale of auction rate securities
  • A former chief executive officer in connection with civil and criminal matters involving finite reinsurance transactions
  • A global pharmaceutical company in an internal investigation relating to sales and marketing practices in China
  • A global biotechnology company in an internal investigation relating to revenue recognition practices
  • A major telecommunications company in connection with an SEC inquiry arising from financial restatements
  • An employee of a major auto parts manufacturer in connection with anti-trust investigations by the DOJ and foreign regulators
  • A financial institution and its board of directors in connection with a purported class action arising from a bank merger
  • A worldwide apparel company and its board of directors in connection with a purported class action arising from the $2.9B acquisition of the company
  • A financial services company and its officers and directors in purported securities class actions and derivative litigation

Accolades and Recognitions

  • Recognized by the Legal Aid Society in 2009 for outstanding service in representing more than a dozen pro bono clients throughout the New York City metropolitan area in litigation involving subsidized housing and the anti-discrimination provisions of certain local laws
  • Recognized by the New York State Bar Association in 2007 and 2008 as "Empire State Counsel"

Speaking Engagements and Publications

  • "The Latest Life Sciences Company To Make FCPA Headlines," Law360, November 13, 2014
  • "Liability for Securities Law Violations," Practising Law Institute, 2011-2014
  • "Wiretaps Meet Privileged Conversations," The New York Law Journal (White-Collar Crime), July 12, 2010
  • "An Analysis of Protocols for Searches of Electronic Records Announced by the Ninth Circuit in United States v. Comprehensive Drug Testing," Bloomberg Law Reports—Privacy & Information, May 3, 2010

Professional and Community Involvement

  • Admitted to the Bar in New York and New Jersey
  • Admitted to practice before the United States Court of Appeals for the Second Circuit and the United States District Courts for the Southern and Eastern Districts of New York and the District of New Jersey
  • Member of the Federal Bar Council
  • Member of the American Bar Association and the Securities Fraud Subcommittee of the ABA Business Law Section's White-Collar Crime Committee

Education

  • St. John's University School of Law, J.D., 2006 (cum laude). Associate Managing Editor for the American Bankruptcy Institute Law Review. CALI Award Recipient for excellence in Federal Practice, Pre-Trial Advocacy and Appellate Advocacy
  • Manhattan College, B.S., 2003 (summa cum laude)


Byron B. Rooney
PARTNER

Mr. Rooney is a partner in Davis Polk’s Corporate Department, practicing in the Capital Markets Group. He represents both corporate and financial institution clients across a broad range of capital markets transactions, including IPOs and other equity offerings, and investment-grade, high-yield and convertible debt financings. His practice includes advising U.S. public companies on general corporate, securities law and governance matters. Mr. Rooney has experience across a variety of sectors, including oil and gas, technology, financial, retail and general industrials.

WORK HIGHLIGHTS

Mr. Rooney’s recent experience includes the following representations:

IPOs

  • The underwriters in connection with the IPOs of MRC Global and Vantiv
  • Cobalt International Energy and Kosmos Energy in connection with their IPOs
  • The U.S. Treasury in connection with the “re-IPO” of AIG

OTHER EQUITY OFFERINGS

  • The underwriters in connection with follow-on or secondary offerings by Centene, Cubic, General Motors, MRC Global, Vantiv and Virtusa
  • Cobalt International Energy and Kosmos Energy in connection with multiple equity offerings

INVESTMENT- AND HIGH-GRADE DEBT

  • The initial purchasers in connection with investment-grade debt offerings by KKR and high-grade debt offerings by General Motors
  • ExxonMobil and FedEx in connection with their investment-grade debt offerings

HIGH-YIELD DEBT

  • The initial purchasers in connection with high-yield debt offerings by DPL, DS Services, Ipreo Holdings, Michael Foods, NXP and Prospect Mortgage
  • Kosmos Energy in connection with its high-yield debt offering

CONVERTIBLE DEBT

  • The underwriters in connection with a convertible debt offering by AMAG Pharmaceuticals
  • Cobalt International Energy and MercadoLibre in connection with their convertible debt offerings

Bar Admissions

  • State of New York

Education

  • LL.B., Bond University Faculty of Law, 2005
    • First Class Honours
  • B.Com., Finance, Bond University, 2005
  • LL.M., Boston University School of Law, 2006

Professional History

  • Partner, 2014
  • Associate, 2006-2014


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


Jennifer L. Nadborny is Counsel in the Corporate department of Simpson Thacher & Bartlett LLP and a member of the firm’s Public Company Advisory Practice, where her practice focuses on ongoing issuer representation, including periodic reporting, proxy statements and annual meetings, corporate governance, director independence, executive compensation disclosure, stock exchange compliance and Regulation FD.

Ms. Nadborny also provides advice on Section 13(d), Section 16, Rule 144 and Rule 10b5-1, related to a variety of transactions and other corporate matters, including those involving initial public offerings, officers and directors, equity compensation reporting, and registered and unregistered sales by significant shareholders.

Ms. Nadborny received her B.A. with distinction from Cornell University in 2001 and her J.D. from the University of Virginia School of Law in 2004, where she was a member of the Order of the Coif.


Julie Allen is a partner in the Corporate Department and a co-head of the Capital Markets Group.

Julie’s practice focuses on general corporate and securities matters. She represents both underwriters and issuers in initial public offerings and follow-on equity offerings. Her experience also includes Rule 144A debt offerings, both as counsel to issuers and to initial purchasers. Julie's practice also includes mergers and acquisitions, particularly transactions involving public companies. She represents buyers and sellers, activist stockholders, boards of directors and financial advisors in mergers, acquisitions, recapitalizations and tender offers. Julie also regularly counsels public companies and their affiliates regarding disclosure, governance, Sarbanes-Oxley and other securities law and compliance issues.

Julie serves as the Co-Chair of Proskauer's New Business Committee and Chair of its Corporate Department Opinion and Audit Letter Committees.

Julie’s representative transactions and practice include:

  • Initial public and follow-on offerings, representing issuers and underwriters, including offerings for Annie’s Inc., Installed Building Products Inc., Sabre Industries (withdrawn after effectiveness), Maidenform Brands, Inc., Town Sports International Holdings, Inc., India Hospitality Corp., Sybari Software (acquired by Microsoft prior to completion), Cross Country, Inc., Cognizant Technology Solutions Corp., Vanstar Corp., N2K, Inc., Synthesis Energy Systems, Webstakes.com, Inc. and many others.
  • High-yield bond offerings, representing issuers and initial purchases, including Icahn Enterprises L.P., Pegasus Solutions, Inc., Altra Industrial Motion, AmeriCast Technologies, Inc., Rafaella Apparel Group, Blue Ridge Paper Products, Inc. and Wheeling Island Gaming, Inc., among others. 
  • Public company mergers, acquisitions and control contests, including the sale of Annie’s Inc. to General Mills, the sale of The Student Loan Corporation to Discover Financial Services and Sallie Mae, the acquisition by Grifols S.A. of Talecris Biotherapeutics Holdings Corp., the acquisition of Tween Brands by Dress Barn, Inc., the restructuring of Dress Barn, Inc. into Ascena Retail Group, Inc., the acquisition of Charming Shoppes, Inc. by Ascena Retail Group, proxy contests involving Presidential Life Corporation, the acquisition of Presidential Life by Athene Annuity & Life Assurance Company and the acquisition by Textron Inc. of United Industrial Corporation, among many others. 
  • General representation of public companies, including Annie's Inc., Ascena Retail Group, Inc., Henry Schein, Icahn Enterprises L.P., Installed Building Products Inc., Maidenform Brands, Inc. and Presidential Life Corporation

Related Practices

  • Capital Markets
  • Mergers & Acquisitions
  • Corporate Governance

Education

  • Columbia University School of Law, J.D., 1983
    Harlan Fiske Stone Scholar
  • Boston University, B.A., 1979
    magna cum laude

Bar Admissions

New York


Practice

Mr. Evans is a partner in the Capital Markets—Americas practice group of Shearman & Sterling. He has extensive experience in public offerings and private securities offerings. He advises corporate clients and investment banks on various corporate and securities law matters. He joined the firm in 1990 and became a partner in 1996.

Recent Experience

  • Offerings of convertible securities and high yield debt securities
  • Initial public offerings
  • Development of new corporate finance products
  • SEC and general corporate advice

Education

Boston University School of Law, J.D., cum laude, 1985 Harvard College, A.B., cum laude, 1982

Bar Admission/Qualifications

New York

Professional Affiliations and Business Activities

  • Member, American Bar Association
  • Member, American Law Institute
  • Member, New York State Bar Association
  • Editor, Ethics Corner Column, Business Law Today


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. Lin is a member of the Corporate Department and his practice focuses on the representation of private equity firms in mergers and acquisitions and capital market transactions.

Expertise

In recent years, Mr. Lin has represented financial investors such as Apollo Global Management LLC, BC Partners Ltd. and TPG Capital; and companies such as InterXion N.V., Kimco Realty Corporation, Tanger Factory Outlet Centers, Inc., Verso Paper Corporation, Intelsat Ltd., Compass Minerals International, Inc. and Waterford Gaming LLC.

Experience

  • The proposed merger of Interxion Holdings N.V. with Telecity plc
  • The merger of Navig8 and General Maritime
  • Apollo Global Management and TPG Capital in the formation of Caesars Growth Partners and Caesars Acquisition Corporation and the acquisition of US$2.2 billion in assets from Caesars Entertainment Corporation and the proposal merger with Caesars Entertainment Corporation
  • BC Partners and CPPIB on the sale of Suddenlink Communications and in the proposed acquisition of 30% of Cablevision
  • The underwriters for the initial public offering of Intelsat Ltd.
  • Apollo Global Management and BC Partners in the sale of Unitymedia GmbH to Liberty Global
  • BC Partners in their acquisition and disposition of an interest in Office Depot and in connection with the merger of Office Depot and Office Max
  • BC Partners in their US$16.8 billion acquisition of Intelsat Ltd., the world’s largest fixed satellite company
  • The underwriters for the initial public offering of Apollo Commercial Real Estate Finance, Inc., Apollo Residential Mortgage, Inc. and in-debt financings for Icahn Enterprises L.P.
  • The issuers and underwriters in capital markets transactions including the initial public offerings of Apollo Residential Mortgage, Inc., Apollo Commercial Mortgage, Inc., Coresite Corporation and equity or debt offerings for Kimco Realty Corporation, Tanger Factory Outlet Centers and Icahn Enterprises L.P.

Thought Leadership

  • Online Gambling: The Geolocated Road Ahead
  • SEC Approves Strengthening of Corporate Governance Standards for NYSE, Nasdaq Listed Companies—Most Companies Must Meet Heightened Standards by Next Annual Shareholders' Meeting

Education

JD, Columbia University School of Law, 1984, Editor, Law Review; James Kent Scholar

BS, Yale University, 1980

Bar Qualifications

New York

Languages

Chinese (Mandarin), English

Recognition Highlights

Law clerk to the Honorable Collins J. Seitz, United States Court of Appeals for the Third Circuit, 1984-1985

Raymond Lin is particularly adept at handling IPOs, as well as debt financing and restructurings. Recent transactions include the representation of BC Partners and other investors in its acquisition of Suddenlink Communications. – Chambers Global 2014

Described as "practical, knowledgeable and excellent in facilitating solutions." Chambers USA 2012

Recommended in The Legal 500 US, IFLR1000 and in Chambers USA and Chambers Global for his work in Private Equity

Recommended in the Best Lawyers in America for gaming law

Member of the Board of Visitors, Columbia University School of Law

Director, Appleseed Foundation, Safe Passages Project


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.


Robert J. Siverd has over 40 years of experience involving a broad array of legal and risk management issues in the United States and over 25 foreign countries.  He has built a strong record of accomplishment in these areas by successfully employing creative strategies to complete value- added acquisitions, and to reduce companies’ claims, litigation expenses and risk exposures.

Robert most recently served as executive vice president, general counsel and secretary of international wire and cable manufacturer General Cable Corporation (NYSE) for over two decades.  Robert was a leader in new business development projects aimed at expanding the geographical base of this manufacturing company, particularly in Asia and Africa, through joint ventures, strategic alliances and acquisitions.  He was actively involved in all of General Cable’s acquisition activities where his financial and business knowledge and cultural understanding provided leadership in assessment of new opportunities.  He contributed to the leveraging of the company’s intellectual property development and brought and defended litigation in a wide number of areas -- from US and international competition law to insurance recovery actions.  Also, as general counsel and secretary, he was a key link in board governance, counseled public company directors on their duties and responsibilities and fostered best practices in governance.  At Morgan Lewis, Robert will be leveraging his substantial skills and experience for a wide variety of clients in manufacturing and service sectors alike.

Robert recently joined Morgan Lewis in 2014 after his service as general counsel at General Cable.  He is admitted to practice in New York and Ohio.