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How to Prepare an Initial Public Offering 2014


Speaker(s): Deanna L. Kirkpatrick, Eileen J. Shin, Eric Wooley, John J. Clarke, Jr., Laird H. Simons III, Lisa Firenze, Mara L. Ransom, Maurice Blanco
Recorded on: Apr. 9, 2014
PLI Program #: 51306

Eileen Shin is Managing Director and Associate General Counsel in the Corporate & Investment Bank at JPMorgan Chase & Co., where she supports Equity Capital Markets, High Yield Debt Capital Markets and Latin America Capital Markets origination.  She was recognized as one of the Corporate Counsel 100 – Latin America, published by Legal 500 to highlight the most influential in-house lawyers in business.  Additionally, she and her ECM legal colleagues at J.P. Morgan were recognized as the “Equity In-House Legal Team of the Year” by the International Financial Law Review three years in a row.  She recently helped to organize a panel presentation on IPOs with other industry colleagues at the NAPABA Northeast Regional Conference.  She has also served on the firmwide Legal Diversity Committee.

Prior to joining J.P. Morgan, she was an associate in the securities practice group at Simpson Thacher & Bartlett LLP.  She is a graduate of Columbia Law School, where she was a Harlan Fiske Stone Scholar and an editor of the Human Rights Law Review.  She holds a Master of Music degree in piano performance from the Eastman School of Music, was a Rotary Scholar for the study of piano performance in France and holds a B.A. degree with honors in modern thought & literature from Stanford University.  She and her husband have two young children and currently live in New York City.


John Clarke represents clients in complex litigation and internal investigations involving financial institutions, securities and financial instruments, structured transactions, accounting issues and corporate governance disputes. He also represents clients in a variety of litigation matters involving the antitrust and bankruptcy laws. He has significant experience in litigation involving failed bank receiverships and holding company bankruptcy cases. He is a frequent speaker and writer on issues involving financial institutions, corporate governance and the federal securities laws. He is the immediate past chairman of the Banking Law Committee of the Association of the Bar of the City of New York.

John's experience includes:

  • Representing the underwriters in obtaining dismissal of a securities class action alleging '33 Act violations in the offering documents for trust preferred securities issued by a regional bank holding company
  • Representing the underwriters in two pending securities class actions alleging '33 Act violations with respect to three separate securities offerings by a prominent New York-based insurance company
  • Representing the former chief executive officer of a reinsurance company in a securities class action and SEC enforcement action concerning accounting for a finite reinsurance transaction
  • Representing the underwriters in obtaining the dismissal of a securities class action alleging '33 Act violations in connection with the initial public offering of a company in the alternative energy industry
  • Representing several outside directors of a government sponsored enterprise in obtaining the dismissal of securities and stockholder derivative litigation arising from an investigation by the Office of Federal Housing Enterprise Oversight and a subsequent financial restatement
  • Representing the outside directors of a bank holding company based in Puerto Rico in consolidated stockholder derivative litigation and related matters arising from a financial restatement
  • Representing a biotechnology firm in successfully defending a securities class action concerning the circumstances surrounding its announcement that the FDA had refused to accept for filing its application for regulatory approval of a groundbreaking cancer therapy

CREDENTIALS

Education

University of Virginia (1990) J.D.
Dartmouth College (1987) A.B.

Admissions

New York


Laird H. Simons III
Partner, Securities Group

Former Chair
Securities Group

Laird Simons was Chair of the Securities Group for 18 years, member of the Executive Committee for eight years and Managing Partner for four years at Fenwick & West LLP. The firm specializes in a full array of services to high technology companies, including Internet companies, computer software and electronics corporations, telecommunications companies, semiconductor manufacturers and medical device and life sciences companies. Laird concentrates his practice in initial public offerings (for both domestic and foreign corporations), follow-on offerings for already public companies and ongoing securities advice and counseling for public companies.

Laird has worked on more than 80 initial public offerings for a wide range of high technology companies, including:

  • @Home Corporation
  • Alliance Semiconductor Corporation
  • Autoweb.com, Inc.
  • Broadbase Software, Inc.
  • Cadence Design Systems, Inc.
  • CardioGenesis Corporation
  • Cooper & Chyan Technology, Inc.
  • eBay Inc.
  • Edify Corporation
  • Elantec Semiconductor, Inc.
  • Electronic Arts
  • ESS Technology, Inc.
  • Exodus Communications, Inc.
  • Genelabs Technologies, Inc.
  • Glu Mobile Inc.
  • GoRemote Internet Communications, Inc.
  • Green Dot Corporation
  • HNC Software, Inc.
  • Information Storage Devices, Inc. ? Insignia Solutions Inc.
  • Integrated Systems, Inc.
  • Infoblox Inc.
  • Intuit Inc.
  • Macromedia, Inc.
  • Macrovision Corporation
  • NetScreen Technologies, Inc.
  • Oak Technology, Inc.
  • Ocular Sciences, Inc.
  • ONSALE, Inc.
  • Oracle Systems Corporation
  • Prism Solutions, Inc.
  • Sierra On-Line, Inc.
  • Symantec Corporation
  • Talarian Corporation
  • Technology Modeling Associates, Inc.
  • The 3DO Company
  • VeriSign, Inc.
  • VERITAS Software Corporation
  • Versant Object Technology Corporation

He has also worked on more than 40 follow-on offerings for the above and other companies.

Laird has represented a number of underwriters, including Cowen & Company, Credit Suisse First Boston, Deutsche Banc Alex. Brown, Deutsche Bank Securities, Deutsche Morgan Grenfell, Goldman Sachs & Co., Hambrecht & Quist, J. P. Morgan Securities Inc., Lehman Brothers, Merrill Lynch & Co., Morgan Stanley & Co. Incorporated, NationsBanc Montgomery Securities, Needham & Company, Piper Jaffray & Co., RBC Capital Markets and Robertson Stephens, in initial public offerings and follow-on offerings for companies such as DemandTec, Omniture, O2Micro, Pixar and SolarWinds.

Laird is a member of the State Bar of California. He received his Bachelor of Arts degree with honors in 1970 from Haverford College, where he was elected to Phi Beta Kappa. He received his J.D. and his M.B.A. with distinction in 1974 from Harvard Law School and Harvard Business School.

He has co-chaired the Practising Law Institute’s multi-city program on initial public offerings for 20 years and is a regular speaker on a variety of securities topics.

Laird's accolades include:

  • Silicon Valley “Lawyer of the Year” in Securities/ Capital Markets Law, Best Lawyers, 2013
  • Top Securities Attorney, Best Lawyers, 2006-2014
  • Northern California Super Lawyer, Securities and Corporate Finance, 2004, 2006-2013
  • America's Leading Lawyers for Business, Chambers USA, 2001, 2003-2006
  • Best Corporate Lawyers in America, Corporate Counsel, 2006
  • Silicon Valley's Top Lawyers, San Jose Magazine, 2003
  • One of 12 Dealmakers of the Year, The American Lawyer, 1999


Ms. Kirkpatrick is a partner in Davis Polk’s Corporate Department. As a senior member of the firm’s Capital Markets Group, her practice includes public equity, equity-linked, debt and other securities offerings by U.S. issuers. She has regularly worked for issuers and underwriters in connection with capital markets transactions, including initial public offerings, as well as convertible and exchangeable securities offerings.

Ms. Kirkpatrick has worked on offerings for issuers over a broad spectrum of industries, including financial institutions, health care, oil and gas, retail, media, utilities and special-purpose acquisition companies.

Work Highlights

Ms. Kirkpatrick has represented issuers such as Comcast in recent securities offerings and has advised issuers such as BATS Global Markets and Limited Brands on corporate governance and securities law matters. 

She has also represented major investment banks, including JPMorgan Chase, Citi, Goldman Sachs and Morgan Stanley as underwriters’ counsel in equity offerings and convertible and exchangeable offerings, and regularly advises investment banking clients on securities law-related matters.

Recognition

Ms. Kirkpatrick is consistently recognized for her work in the legal industry:

  • Euromoney LMG Americas Women in Business Law Awards – “Best in Capital Markets,” 2013
  • Chambers USA: America’s Leading Lawyers for Business

Of Note

  • Finance Partner, Davis Polk & Wardwell, responsible for overseeing the firm’s finances
  • Regularly participates as a speaker on various PLI panels

Memberships

  • Committee on Financial Reporting, New York City Bar

Publications

  • Co-Author, “Role of the Law Firm” in Nasdaq’s Going Public: A Guide for North American Companies to Listing on the U.S. Securities Markets


Eric Wooley has been in Citi’s Equity Capital Markets Group in New York since 2006.  Prior to moving to Equity Capital Markets, Mr. Wooley was Internal Investment Banking Counsel at Citi and before joining Citi, Mr. Wooley was a corporate finance associate attorney at Sullivan & Cromwell LLP, New York for five years. Mr. Wooley earned a JD/M.B.A. from the University of Texas at Austin and a B.S. in Mathematics from the University of Oklahoma. Mr. Wooley also served as a submarine officer and an intelligence officer in the US Navy.


Lisa Firenze is a partner in WilmerHale’s Corporate Department and a member of the Capital Markets Practice Group. She has a broad-based practice focused on corporate and securities law matters with extensive experience representing both issuers and underwriters on all aspects of public and private securities offerings. Ms. Firenze’s practice also encompasses regulatory matters arising under the federal and state securities laws, as well as securities regulatory organizations, including the SEC, FINRA, the New York Stock Exchange and NASDAQ. Prior to joining the firm, Ms. Firenze worked at UBS Investment Bank, where she served as senior counsel, advising business management on securities offerings, capital markets issues, and a wide range of other investment banking matters. Ms. Firenze is a member of the Financial Reporting Committee of the New York City Bar Association and a former member of the Corporate Financing Committee of FINRA and the Securities Regulation Committee of the New York City Bar Association.


Mara L. Ransom is an Assistant Director in the Office of Consumer Products, one of the 12 specialized industry offices in the Division of Corporation Finance at the U.S. Securities and Exchange Commission.  Mara oversees the disclosure review program for the Office, which focuses on retailers, utilities and certain service-oriented companies and their compliance with the disclosure and filing obligations under the Securities Act of 1933 and the Securities Exchange Act of 1934.  Previously, she served as a Legal Branch Chief and Attorney-Advisor in the same Office and as a Special Counsel in the Office of Mergers and Acquisitions.  Mara joined the Commission in 2000.  Mara earned her B.A. from Boston University and her J.D. from the University of San Diego School of Law.


Mr. Blanco is a partner in Davis Polk's Corporate Department, practicing in the firm 's Spain and Latin America Practice Group He has worked on public and private debt and equity offerings, exchange offers and debt restructurings by U S. and non-U.S. issuers in a variety of industries. Mr. Blanco also regularly advises U.S. and non-U .S. corporate clients with respect to general corporate matters, including corporate governance, SEC and Sarbanes-Oxley matters.

WORK HIGHLIGHTS

  • The initial public offerings (one of the largest ever in Latin America) of BM&F (the Brazilian futures exchange)
  • Rights offerings by Enersis and Banco Santander
  • The initial public offerings of Arcos Dorados, Adecoagro, Corporacion lnmobiliaria Vesta, Smiles, Lojas Renner, Vivax, Brascan, lnpar, SEB and many other Latin American issuers
  • Follow-on equity offerings by Arcos Dorados, Adecoagro, Almacenes Exito, Banco do Brasil, Copa Airlines, Anhanguera and SLC Agricola
  • High-yield debt offerings by Arcos Dorados, Automotores Gildemeister, Banreservas, Cash America, Geopark, Gol Airlines, Grupo Posadas, Kodak, lndependencia, PDVSA and other Latin American issuers
  • Investment-grade debt offerings by Aruba , Emgesa, Banco do Brasil, Bci, Banco Santander Chile , Banco Estado, Telefonica Moviles Chile and Telefonica Chile
  • Tier 1 and Tier 2 notes offerings by Banco do Brasil
  • Debt restructurings of Maxcom, lndependencia, PDVSA, RBS Zero-Hora, Metrogas and Autopistas del Sol
  • A variety of debt and equity offerings by Genworth and Western Refining

RECOGNITION

Mr. Blanco is recognized as a leading lawyer in:
  • Chambers Global: The World's Leading Lawyers for Business
  • Chambers Latin America, where he is identified as an "Up-and-Coming" capital markets lawyer in the Brazil and Latin America-Wide bands

PROFESSIONAL HISTORY
  • Partner, 2008-present
  • Associate, 2000-2008

BAR ADMISSIONS
  • State of New York
  • Sao Paulo (Foreign Legal Consultant)

EDUCATION
  • B.A., Duke University, 1997, cum laude 
  • J.D., New York University School of Law, 2000; Associate Editor, Law Review