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Fourteenth Annual Institute on Securities Regulation in Europe: Practical Implications of U.S. Law on EU Practice


Speaker(s): Adam Wells, Allison Bennington, Bradley J. Gans, Cecil D. Quillen III, Charles Martin, Daniel J. Kramer, Daniel Slifkin, David Bradbery, Edward F. Greene, Emma Slatter, Hans-Michael Giesen, Harlan Zimmerman, Jamie Symington, Jeffrey H. Knox, Jeffrey M. Oakes, Jennifer Bethlehem, Jim Feasby, Jo Rickard, John Tribolati, John W. White, Joseph B. Ucuzoglu, Kathy Hughes, Kevin Muzilla, Laura A. Holleman, Mark Danzey, Mary B. Tokar, Meredith B. Cross, Michael R. Young, Michele J. Hooper, Nicholas J. Shaw, Paul M. Dudek, Raj S. Panasar, Richard C. Morrissey, Robert H. Mundheim, Robert S Khuzami, Sajid F. Hussein, Sarah Murphy, Scott V. Simpson, Sharon L. Nelles, Simon Dodds, Stephanie Avakian, Stuart Alford QC, Sung-Hee Suh, Thomas J. Kim, Tracy Edmonson, Yasmine Bassili
Recorded on: Jan. 19, 2015
PLI Program #: 58810

Practice

Jo Rickard is a partner in Shearman & Sterling’s Litigation Group in London.  She has wide commercial litigation experience advising corporates, banks, liquidators and receivers as well as self-regulatory bodies in relation to a variety of claims.  She is recognised as a leading practitioner in banking litigation and commercial litigation in the Legal Experts guide 2012, and as a leading individual in Legal 500 2013 and Chambers 2014.  She is also named as a Super Lawyer in the commercial litigation category in the 2014 London Super Lawyers List.

Jo Rickard joined Shearman & Sterling in 2006.  She was a partner at Freshfields Bruckhaus Deringer from 1981-2006.  While there she was the joint head of the worldwide Dispute Resolution Practice Group for five years and managing partner of Dispute Resolution in London for nine years.  For two years from 1995 she was seconded to Lloyd’s of London as Director of Legal Services reporting to the then chairman, Sir David Rowland.

Recent Experience

  • Acting for Robert Tchenguiz in relation to a claim for damages against the SFO
  • Obtaining court order for recovery of IT equipment from employee of company
  • Intervening in court proceedings on behalf of ICE Clear in relation to MF Global and settling claim
  • Advising on multi-jurisdictional enforcement of agreement
  • Advising football club on disciplinary proceedings against a footballer
  • Acting for Imcopa in relation to successfully resisting a challenge to majority vote on restructuring
  • Challenge in court to liability management exercise on behalf of bondholders
  • Advising on a reinsurance contract involving a major property development
  • Court application to obtain information in relation to internet hacking of an investment company
  • Investigation into alleged competition law breaches for a financial institution
  • Advising in relation to remedies available for breaches of a long term telecommunications supply contract
  • Advising ICE in relation to phishing incidents involving EU emission allowances including maintaining market continuity in a key market where there was potential user concern over market integrity and certainty
  • Advising NESV in relation to their purchase of Liverpool Football Club and continuing litigation
  • Advising Areva SA in relation to a £250 million damages action brought by the National Grid in the English High Court against Areva and a number of other defendants.This is the largest ever damages action brought in the UK for breach of antitrust rules

Professional Affiliations and Business Activities

  • Member of the Law Society
  • Chairman of the Market Supervision and Review Committee (MSARC) of Lloyds of London


Sung-Hee Suh, a partner in the New York office of Schulte Roth & Zabel, practices in the areas of white-collar criminal defense, securities regulatory enforcement, internal investigations, anti-money laundering (AML) compliance and complex commercial litigation. Her recent white-collar criminal and regulatory matters include conducting an internal investigation into AML issues raised by certain international private banking transactions; representing an interdealer brokerage firm in DOJ and CFTC investigations into the setting of LIBOR and other benchmark interest rates; conducting an internal review of a global financial institution’s AML program in the aftermath of a Ponzi scheme involving numerous bank and brokerage accounts; representing a fund manager in pension fund-related “pay-to-play” investigations by the New York Attorney General’s Office and the SEC; defending a leading clearing firm in a FINRA investigation into the firm’s AML policies, procedures and controls with respect to its introducing firms; conducting an internal investigation for a global telecommunications company into possible Foreign Corrupt Practices Act (FCPA) violations; and defending a former in-house attorney at Hollinger International Inc. against federal criminal fraud charges based on an “honest services” theory that was ultimately rejected by the U.S. Supreme Court.

A frequent speaker and writer, Sung-Hee has spoken regularly at PLI’s annual “Financial Services Industry Regulatory Compliance & Ethics Forum,” as well as at PLI’s annual programs on “Internal Investigations” and “Bet the Company Litigation.” She also authored the “Use of Paid Consultants” chapter in the Insider Trading Law and Compliance Answer Book published by Practising Law Institute, and co-authored “Recent FCPA Developments Highlight Risk of Individual Liability” and “Government Launches FCPA Inquiry into Investments by Sovereign Wealth Funds in U.S. Banks and Private Equity Firms,” both of which appeared in the Financial Fraud Law Report.

Prior to joining SRZ, Sung-Hee served as an assistant U.S. attorney in the Eastern District of New York, including as Deputy Chief of the Organized Crime and Racketeering Section. She currently serves on the Federal Bar Council’s Program Committee and on the New York City Bar Association’s Judiciary Committee and is also a member of the New York Council of Defense Lawyers. Sung-Hee received her A.B., cum laude, from Harvard / Radcliffe College and her A.M. from Harvard Graduate School of Arts and Sciences. She received her J.D., cum laude, from Harvard Law School, after which she was a law clerk to the Honorable Robert L. Carter, U.S. District Judge of the Southern District of New York.

Sung-Hee was recognized in Benchmark Litigation’s inaugural edition of the Top 250 Women in Litigation (2012) and was also honored by the New York chapter of the National Organization for Women with its annual Women of Power & Influence Award (2011).


Edward F. Greene is senior counsel based in the New York office. Mr. Greene’s practice focuses on securities, corporate governance, regulatory and financial services reform and other corporate law matters.

Mr. Greene served as General Counsel of the Securities and Exchange Commission from 1981 to 1982 and Director of the Division of Corporation Finance from 1979 to 1981. From 2004 to 2008, Mr. Greene served as General Counsel of Citigroup’s Institutional Clients Group.

Mr. Greene is the author of a number of leading books and law review articles, including U.S. Regulation of the International Securities and Derivatives Markets and The Sarbanes-Oxley Act: Analysis and Practice, both of which were co-authored with several partners at Cleary Gottlieb and are widely used as essential sources of practical advice. Mr. Greene has been recognized as one of the best capital markets lawyers by Chambers Global.

Mr. Greene originally joined the firm in 1982 and returned in 2009. During his more than 20 year tenure at Cleary Gottlieb, Mr. Greene was also resident in the firm’s Washington, Tokyo and London offices, and was the first licensed foreign lawyer to be admitted to practice law in Japan in 1987.

Mr. Greene received an LL.B. degree from Harvard Law School in 1966 and an undergraduate degree from Amherst College in 1963. Mr. Greene is currently a Senior Research Scholar & Lecturer-in-Law at Columbia Law School and has been a Lecturer at the Harvard Law School, and an Adjunct Professor of Law at the University of Pennsylvania and Georgetown University Law Center. He was appointed to the Nomura Chair of International Securities Regulation (a part-time position) by the law faculty of the University of Tokyo for the 1989-1990 academic year, was Chairman of the Legal Advisory Board of the New York Stock Exchange from 1995 until 2001, and was a member of the SEC’s Advisory Committee on Capital Formation and Regulatory Processes. Mr. Greene is on the Board of Advisors of the Capital Markets Law Journal, published by Oxford University Press, and a Trustee and member of the Executive Committee of the Practicing Law Institute (PLI).

Mr. Greene is a member of the Bar in New York.


Description of Current position

Simon Dodds is Deputy General Counsel (Appointed Co-General Counsel, effective 1st January 2016)

Education

Law School: Northwestern University School of Law, JD, 1984; Undergraduate: Cambridge University, MA, History, 1979;

Professional Career

1984-1991, Associate, Cleary Gottlieb, Steen & Hamilton, New York and London; 1991-1999, Managing Director and Counsel, Bankers Trust Company, in London (became Managing Director in 1994); Appointed General Counsel UK, Deutsche Bank AG, June 1999; Appointed General Counsel UK & Western Europe, Deutsche Bank AG, April 2002; Appointed Global Head of Compliance, Deutsche Bank AG, April 2010; Appointed Deputy General Counsel, Deutsche Bank AG, February 2013.  Appointed Co- General Counsel, Deutsche Bank AG, effective 1st January 2016.


Brad Gans is Chief Legal Officer for Europe, Middle East and Africa covering all businesses within the region.  Previously Brad was Senior Deputy General Counsel for Citi’s Markets and Banking in EMEA.  Prior to moving to London in 2000, Brad was the General Counsel for SSB’s New York investment banking and capital markets divisions.  Brad has been with Citigroup since April 1993.

Prior to joining Citigroup, Brad was an Associate in the General Practice Group at Sullivan & Cromwell in New York from September 1985 to April 1993.

Brad received his B.A. from William Jewel College, summa cum laude in 1981.  He received his Masters at Cambridge University in 1982 and his J.D. from Washington University in May 1985.  He was admitted to the Roll of Solicitors for England and Wales in 2011.


ALLISON A. BENNINGTON is the General Counsel and a Partner of ValueAct Capital, a governance-oriented investment fund with approximately $15 billion in assets under management. ValueAct Capital invests in a concentrated portfolio of public companies and works actively with their executives and boards of directors on issues of strategy, capital structure, M&A and talent management. The partners at ValueAct Capital have served on the Boards of Directors of over 30 public companies.

Prior to joining ValueAct Capital in April 2004, Mrs. Bennington was the General Counsel of Atriax, Ltd. (“Atriax”), a joint venture of Deutsche Bank, J.P. Morgan Chase, Citibank and Reuters.  Prior to joining Atriax, Mrs. Bennington was a Managing Director of Robertson Stephens, a full service investment bank, where she ran the Legal Department.  Mrs. Bennington was previously a Partner in the London office of Brobeck Hale and Dorr International.  Mrs. Bennington is a director of Seitel Inc. and is a member of the Advisory Board of the Program on Corporate Governance at Harvard Law School.  She has a B.A. from the University of California at Berkeley and a J.D. from the University of California, Hastings College of the Law.

 


Cecil Quillen is a London-based U.S. partner of Linklaters LLP and is the leader of the Firm's global U.S. securities practice. He works on a broad spectrum of securities and finance matters, with a special emphasis on emerging-markets offerings of debt and equity securities, as well as other cross-border securities offerings, particularly of investment-grade and high yield/covenant intensive debt securities. Cecil is also actively involved in U.S.-related aspects of the Firm's structured finance practice. He regularly speaks at a variety of professional conferences, is a member of the board of directors of the High Yield Division of the Association for Financial Markets in Europe (formerly the European High Yield Association) and sits on the Advisory Committee for Securities Regulation in Europe of the Practising Law Institute.

Cecil became a partner of Linklaters in 1996 and was resident in the Firm’s New York office before transferring to the London office in 2000.  He was educated at Harvard (A.B., 1985) and the University of Virginia (J.D., 1988), clerked for Hon. John D. Butzner, Senior Circuit Judge, U.S. Court of Appeals, Fourth Circuit, and practiced for a number of years at a large New York-based law firm, before joining Linklaters.  He is admitted to practice in New York and the District of Columbia.


Education
Boston University School of Law, J.D., 1983
University of Rochester, 1979

  • magna cum laude
  • Phi Beta Kappa

Admissions & Qualifications
1984, New York
2014, District of Columbia

Clerk & Government Experience
Director, Division of Enforcement, U.S. Securities and Exchange Commission (2009-2013)
Chief, Securities and Commodities Fraud Task Force, U.S. Attorney’s Office for the Southern District of New York (1999-2002)
Assistant U.S. Attorney, U.S. Attorney’s Office for the Southern District of New York (1990-2002)
Law Clerk for John R. Gibson of the U.S. Court of Appeals for the Eighth Circuit in Kansas City, Missouri (1983-1984)

Robert Khuzami is a partner in Kirkland’s Government & Internal Investigations Practice Group.

Prior to joining Kirkland, Rob served for four years (2009-13) as Director of Enforcement for the U.S. Securities and Exchange Commission. Rob assumed the position in the wake of the financial crisis, and served during the passage and implementation of portions of the Dodd-Frank Act. As Director, he supervised the collective efforts of approximately 1,300 attorney investigators, accountants, market experts, trial attorneys and others. While Rob served as Director, the Enforcement Division designed and adopted the most significant restructuring in its 40-year history, and filed cases in record numbers, many of which involved highly complex and emerging financial markets, products and transactions.

As Director, Rob served as co-chair of two federal-state working groups that were part of the Financial Fraud Enforcement Task Force, created by President Obama to prosecute misconduct arising out of the financial crisis. Rob testified on 12 occasions before House and Senate congressional oversight and other committees.

From 2002 to 2009, Robert worked at Deutsche Bank AG in New York, serving first as Global Head of Litigation and Regulatory Investigations (2002-04) and then as General Counsel for the Americas (2004-09).

From 1990 to 2002, Rob served as an Assistant U.S. Attorney in the U.S. Attorney’s Office for the Southern District of New York, where he tried 10 criminal trials to verdict.  For three of those years, he served as Chief of that office’s Securities and Commodities Fraud Task Force, where he prosecuted and supervised cases involving complex securities and white-collar crime.

While in the U.S. Attorney’s Office, Rob was a member of the prosecution team in United States v. Abdel Rahman, et al., the then-largest terrorism trial in U.S. history that resulted in the conviction of Omar Ahmed Ali Abdel Rahman, and nine co-defendants for operating an international terrorist organization responsible for, among other things, the 1993 bombing of the World Trade Center and the planned simultaneous bombings of various New York City landmarks, including the United Nations Building and the Lincoln and Holland Tunnels.

Recognition
Recognized as Litigation Star for United States, White Collar Crime and
Local Litigation Star for the District of Columbia, Benchmark Litigation (2015)
Recognized in Chambers USA, America's Leading Lawyers for Business (2015)
Recognized in The Legal 500 U.S. (2014-2015)
No. 40 in “The 100 Most Powerful People in Finance,” Worth (2012)
One of the “Power 30,” SmartMoney (2011)
One of the “Names We Need to Know,” Forbes Magazine (2011)
One of The American Lawyer’s Newsmakers (2010)
One of 20 “Champions and Visionaries” The National Law Journal (2010)
No. 34 in the “100 Most Influential People in Business Ethics,” Ethisphere Magazine (2009)
Henry L. Stimson Award for Outstanding Public Service (2001)
Federal Law Enforcement Foundation’s Federal Prosecutor Award (1997)
U.S. Attorney General’s Award for Exceptional Service (1996)


Hans-Michael Giesen is a partner in GIESEN HEIDBRINK, a Berlin law firm which was formed by two experienced partners performing a senior advisers’ role. Both partners have more than 20 years of professional experience in leading national and international firms. Their joint firm focuses on corporate and transactional work, complex contracts as well as litigation and arbitration, often with an international dimension.

Michael specializes in corporate and transactional work, representing corporate clients, entrepreneurs and governments A significant part of his practice is devoted to acting as a notary public in corporate transactions.

Michael has been a longstanding member of the board of the Berlin bar and has just been reelected as a member of the legislative assembly of the German bar (Satzungsversammlung der Bundesrechtsanwaltskammer) where during his last term he chaired the committee on professional rules and advertising. Nominated by the German Federal Bar, he is a member of the Policy Committee of the Bar Issues Commission of the International Bar Association. He is also an active member of a number of other international bar associations, including the American Bar Association.

After completing his legal education in Germany Michael graduated from the University of Michigan Law School with a Master of Laws degree. Since 1985 he has practiced twice in New York, where he is also admitted to the bar, in Frankfurt/Main and in Berlin, first as a partner with the German Bruckhaus firm, then with Freshfields Bruckhaus Deringer and a German national firm. In March 2012, together with Alfried Heidbrink, who has a similar background but focuses on dispute resolution, he founded his current firm.


Harlan Zimmerman is a Senior Partner of Cevian Capital, with responsibilities across investment, engagement and business matters of the firm. He is based in London and has worked with Cevian since 2003.

Cevian is Europe’s largest active ownership or “activist” manager, with c. €11 billion dedicated to constructive activist investing in listed Northern European companies. Cevian is long-only, does not use leverage, and has an investment horizon of 3-5 years (backed by an institutional capital base committed for a similar term). Cevian’s 24 investment professionals focus on c. 12-15 portfolio companies at a time (with ownership stakes of c. 5-20%) and work to add value through hands-on, constructive ownership. Cevian’s professionals often join portfolio company boards directly, and collectively have held c. 40 board seats in Finland, Germany, Norway, Sweden, Switzerland and the United Kingdom. By using the strong Northern European governance framework, Cevian has avoided ever having to use a proxy fight or publicly “attack” a company.

Prior to Cevian, Mr. Zimmerman was a partner at Capital Z Investment Partners, a sponsor of private equity and hedge funds. Previously, he managed listed equities and private equity at F & C Management (then Foreign & Colonial), and was a project financier at Morgan Grenfell. Mr. Zimmerman attended the Lauder Institute of the University of Pennsylvania, where he earned an MBA in Finance from Wharton and an MA in International Relations. He earned a BA in International Relations and Russian from the University of California, Davis. He is a dual US/UK citizen and has lived in London since 1992.


Jeff Knox, former head of the Fraud Section of the U.S. Department of Justice’s Criminal Division, is a Litigation Partner and member of the Firm’s Government and Internal Investigations Practice. He focuses on high-stakes criminal and regulatory matters, government investigations, and compliance counseling.

During his tenure at the DOJ, Jeff served as the Chief and, before then, Principal Deputy Chief, of the Fraud Section, which has criminal
enforcement responsibility for all Foreign Corrupt Practices Act (FCPA) investigations and prosecutions in the United States, and some of the
Justice Department's highest priority cases involving securities fraud, accounting fraud, health care fraud, and defense procurement fraud. Jeff supervised a team of nearly 100 prosecutors investigating multinational corporations and their executives and employees, including:

  • Global financial institutions for alleged manipulation of LIBOR and other benchmark rates, and alleged fraud relating to residential mortgage-backed securities;
  • Multinational companies in the energy, technology, engineering, and financial sectors for FCPA violations;
  • Hospital systems, pharmaceutical, medical device and durable medical equipment companies, and health care professionals for fraud and corruption; and
  • Multinational defense contractors for procurement fraud.

In reaching charging decisions against dozens of institutions during his tenure, Jeff was routinely involved in evaluating the strength of corporate compliance programs and the quality of companies' self-disclosures and cooperation in government investigations. Jeff was a significant contributor to the DOJ and SEC joint publication of A Resource Guide to the U.S. Foreign Corrupt Practices Act, and worked closely with the business community and legal, compliance and ethics leaders in increasing the transparency of enforcement decisions and priorities.

With the Fraud Section’s emphasis on cross-border criminal investigations, Jeff worked in close collaboration with criminal and civil regulators throughout Europe, Asia, South America, and Africa. He also conducted and supervised numerous investigations in cooperation with the Securities and Exchange Commission (SEC), Commodity Futures Trading Commission (CFTC), the Antitrust and Civil Divisions of the Justice Department, and United States Attorney’s Offices around the country.

Before joining the Fraud Section, Jeff was an Assistant U.S. Attorney in the Eastern District of New York, where he served as Chief of the Violent Crimes & Terrorism Section, conducted jury trials and evidentiary hearings, and handled appeals in the U.S. Court of Appeals for the Second Circuit. Jeff prosecuted and supervised numerous cases involving international terrorism and terrorist financing, racketeering, violations of the International Emergency Economic Powers Act (IEEPA), money laundering, asset forfeiture, and export control violations. Jeff prosecuted some of the most significant national security cases of the past decade, including al-Qaeda operatives for a terrorist plot targeting the New York City subway system; South American militants for a planned attack at JFK International Airport; and leaders and supporters of a South Asian terrorist organization for terrorist financing and international money laundering. In these roles, Jeff worked closely with the Justice Department’s National Security Division, Treasury Department’s Office of Foreign Assets Control (OFAC), Department of Defense, State Department, and Central Intelligence Agency.

Jeff was the recipient of the Attorney General’s Award for Exceptional Service (DOJ’s highest award), the Attorney General’s John Marshall Award for Trial of Litigation, the Attorney General’s Award for Furthering the Interests of U.S. National Security, the Federal Law Enforcement Foundation’s Federal Prosecutor of the Year Award, and the EOUSA Director’s Award for Superior Performance.

Jeff received his J.D., cum laude, from Northwestern University School of Law in 1999 and his B.S., magna cum laude from the University of Arizona in 1996.

Practice Focus:

  • Government and Internal Investigations
  • Crisis Management
  • International Regulatory and Compliance
  • Asia Litigation
  • Competition – Litigation and Investigations
  • Litigation


Joe Ucuzoglu is the chairman and chief executive officer of Deloitte & Touche LLP.

As the leader of the U.S. audit practice, Joe is responsible for overseeing all aspects of the organization including execution of our quality, innovation, growth, and talent strategies.  Along with the 9,000 professionals comprising Deloitte’s audit practice, Joe plays a crucial role in delivering exceptional value and insights to clients and the capital markets.  He maintains significant audit client responsibilities, serving as the advisory partner for selected client engagements, and is a frequent speaker on issues impacting the audit profession and regulatory landscape. Joe also serves on Deloitte’s Global Board of Directors.

Recognized as a leader in the public accounting profession’s drive to continuously improve audit quality, Deloitte has 2,800 U.S. audit clients. Deloitte’s public company audit clients total $6 trillion in market capitalization and include 23 percent of Fortune 1000 companies.

Previously, Joe was Deloitte’s national managing partner for Government, Regulatory and Professional Matters. In this role, he was responsible for Deloitte’s interactions with regulators and elected officials as well as overseeing the government affairs, public policy, independence, and ethics functions.

Prior to rejoining Deloitte, Joe served as senior advisor to the Chief Accountant at the Securities & Exchange Commission (SEC), advising on complex accounting, auditing, and public policy matters, and interacting frequently with other governmental agencies and Congress.

Joe is a graduate of the University of Southern California (USC). He serves on the board of directors of the U.S. Chamber of Commerce, the board of advisors of the SEC Historical Society, and the executive committee of USC’s SEC Financial Reporting Institute. He is a member of the Committee on Capital Markets Regulation, an independent research organization dedicated to enhancing the competitiveness of U.S. capital markets and ensuring stability of the U.S. financial system, and is active in the Center for Audit Quality, an autonomous group devoted to fostering high quality performance by public company auditors.


John Tribolati is Managing Director and EMEA General Counsel for JP Morgan.

John worked in the Legal Department at JPM from 1993-2001 in New York, Singapore and Tokyo, and at Goldman Sachs in Tokyo and London until 2015, most recently as EMEA co-General Counsel.  He was also an associate at Cleary Gottlieb Steen & Hamilton in New York

He holds a B.S. from Cornell University and a J.D. from Cornell Law School, and is a member of the New York State Bar.  He lives in London with his wife and daughter.


Meredith Cross is a partner in the Transactional and Securities Departments, and a member of the Corporate Practice and Strategic Response Group. Ms. Cross advises public companies and their boards on disclosure and other corporate finance securities law and corporate governance matters. She handles matters for companies with the US Securities and Exchange Commission, including no-action letters, financial statement waiver requests, and disclosure and financial statement reviews by staff of the Division of Corporation Finance, as well as SEC enforcement matters involving corporate finance issues.

Ms. Cross rejoined the firm in 2013, after having served as Director of the Division of Corporation Finance of the SEC since 2009. Representing clients in corporate and securities matters, she has experience with the full range of issues faced by public and private companies in capital raising and public reporting.

Practice

Ms. Cross's practice is primarily focused on advising public companies on corporate finance securities law matters, including disclosure and other requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934, as well as the requirements under the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act. She also serves as issuer's counsel and underwriters' counsel in public and private offerings of debt and equity securities. Learn more about Ms. Cross' practice and how she can support your startup on WilmerHaleLaunch.com
 
While serving as the Director of the Division of Corporation Finance of the SEC, Ms. Cross led the Division's efforts to implement both the Dodd-Frank Act and the Jumpstart Our Business Startups (JOBS) Act. Under her leadership, the Division recommended close to 60 rulemaking releases to the Commission, including those relating to say-on-pay, conflict minerals, proxy access, compensation committees and compensation advisers, asset-backed securities, and the new regulatory regime for derivatives. Ms. Cross also guided the Division's pragmatic response to numerous issues relating to the IPO "on-ramp" provisions of the JOBS Act. During her tenure, Ms. Cross testified before Congress numerous times on a broad range of issues including corporate governance, capital formation, risk retention in asset-backed securities offerings, executive compensation oversight, and agency management and budget.
 
Before first joining WilmerHale in 1998, Ms. Cross served as Deputy Director of the SEC’s Division of Corporation Finance. During her prior SEC tenure, she was involved with a number of corporate finance rulemakings, including changes to shelf registration, electronic delivery of prospectuses and other information to investors, the plain English initiatives, limited partnership roll-up rules, and small issue exemptions from registration and reporting. Before becoming Deputy Director, Ms. Cross served as Associate Director of the Division's sections on International Corporate Finance and Small Business. In the international area, she played a key role in the ongoing development of international disclosure and accounting standards for use in cross-border offerings. Ms. Cross also previously served as the Division's Chief Counsel. As Chief Counsel, she was responsible for no-action letters and legal interpretations in the Division on a wide range of matters, including Rule 144, Section 16, registration of employee benefit plans and exemptions from registration and reporting.

Professional Activities

Ms. Cross currently serves as Vice Chairman of the Securities Regulation Institute, and she is a frequent speaker at securities law conferences sponsored by the Practicing Law Institute, the American Bar Association and the American Society of Corporate Secretaries & Governance Professionals.

Ms. Cross is a member of the SEC Institute Advisory Committee, the ABA Corporate Laws Committee and a member of the Board of Governors of the Wilmer Eye Institute at Johns Hopkins.

Honors & Awards

  • Named a Fellow of the American College of Governance Counsel in 2015.
  • Recipient of the 2014 Linda Quinn Lifetime Achievement Award by TheCorporateCounsel.net
  • Recognized for her exceptional securities practice in the 2006, 2007, 2008, 2009, 2014 and 2015 editions of Chambers USA: America's Leading Lawyers for Business
  • Selected by peers for inclusion in The Best Lawyers in America (2005-2006, 2006, 2007, 2008 and 2009 editions)
  • Named to the NACD Directorship 100, A Who’s Who of the American Corporate Governance Community, in 2010
  • Recognized as a Dealmaker of the Year by The American Lawyer in 2003

Practice Area

Securities

Transactional

Corporate

Education

JD, Vanderbilt University Law School, 1982, Order of the Coif, Vanderbilt Law Review

BA, cum laude, Duke University, 1979

Bar Admissions

District of Columbia

Clerkships

The Hon. Albert J. Henderson, US Court of Appeals for the Eleventh Circuit


MICHELE J. HOOPER is President and CEO of The Directors’ Council which works with major companies to improve the effectiveness of their corporate governance.  With over 20 years of corporate board experience, Ms. Hooper is an audit committee financial expert with significant experience leading the audit committees of several major companies, a highly regarded governance expert and business leader.

Ms. Hooper serves on the corporate boards of directors of PPG Industries, Inc. (Chair, Audit Committee) and UnitedHealth Group (Chair, Nominating and Governance).  Ms. Hooper retired in April 2012 from service on the AstraZeneca PLC board (Senior Independent Director and Chair, Audit Committee). Until its sale in July, 2011 Ms. Hooper served on the board of Warner Music Group (Senior Independent Director and Chair, Audit Committee).  Ms. Hooper retired as Chair of the Audit Committee and board member of Target Corporation, and previously was a board and audit committee member of Seagram Company Ltd. and DaVita Corporation.

Ms. Hooper is President, NACD Chicago Chapter and recently retired from the National board of the National Association of Corporate Directors (NACD).  She has been a commissioner on the 2004 through the 2015 NACD Blue Ribbon Commissions on governance including Strategy Oversight, Board-Shareholder Communications, Director Liability, Risk Oversight, and Board Evaluations.  Ms. Hooper served as co-chair of the 2010 NACD Blue Ribbon Commission on Audit Committees.  Ms. Hooper is a board member and former Vice Chair of the Center for Audit Quality (CAQ), a public policy advocacy organization serving public company auditors, investors, and capital markets. She is Chair of the CAQ Working Group focused on Deterring and Detecting Financial Reporting Fraud. Ms. Hooper is also a senior advisor to CamberView Partners, an independent, investor-focused advisory firm for public companies.  A Directorship Top 100 in Corporate Governance awardee, Ms. Hooper is a frequent panelist, speaker, faculty member, and boardroom advisor on governance and board committee issues.

Previously, Ms. Hooper served as President and Chief Executive Officer of Voyager Expanded Learning and of Stadtlander Drug Company, Inc.  Prior to joining Stadtlander, Ms. Hooper was Corporate Vice President, Caremark International Inc, and President of the International Business Group, responsible for the expansion of Caremark into Europe, Canada and Japan.  Ms. Hooper began her career at Baxter International and from 1988 to 1992, as President of Baxter Canada, Ms. Hooper led Canada’s largest health care and laboratory supplies company.

Ms. Hooper is a member of The Economic Club of Chicago, the Commercial Club of Chicago, the World President’s Organization (WPO), Executive Leadership Council (ELC), The Committee of 200, and The Chicago Network.

Ms. Hooper earned an MBA in Finance and Accounting at the University of Chicago and a BA in Economics at the University of Pennsylvania.


Richard C. Morrissey is the Managing Partner of Sullivan & Cromwell’s London office. He has extensive experience representing corporates on cross-border mergers and acquisitions across a wide range of industries, and was formerly the head of S&C’s M&A group in Europe. He has also worked with numerous private equity firms on the buy side of transactions; on the sell side he has worked with corporate clients selling businesses to, or negotiating investments by, various private equity firms. He is also a former co-head of the Firm’s Private Equity practice.

Mr Morrissey has also participated in many international equity and debt offerings for non-U.S. private issuers. He is the regular senior U.S. securities counsel to Diageo and Eni. He is frequently consulted on capital markets matters by various investment banks.

Mr Morrissey is consistently recognised as a leading practitioner by market commentators and is a frequent speaker at conferences on M&A and securities issues. He was previously co-chair of the Practising Law Institute’s Annual Conference on Securities Regulation in Europe for five years. He was educated at Harvard University, the University of Cambridge and the University of Michigan Law School.


Sajid Hussein is head of Bank of America Merrill Lynch’s Legal department in Europe, Middle East and Africa. He is based in London and heads a group of lawyers that provides legal support to Global Banking and Markets in the region. Hussein’s team covers the breadth of businesses including capital markets trading and origination, M&A, investment grade and leveraged finance, equities, rates, currencies and commodities. The team also deals with regulatory, employment, litigation and insolvency issues in the region. In addition, Hussein is responsible for the Europe Card Services (MBNA) Legal team based in Chester.

Hussein joined Bank of America in 2005 as Associate General Counsel. He was previously a director in Deutsche Bank’s London-based Legal department. Prior to that he worked as a banking lawyer at international law firm Allen & Overy in both London and Paris.

He graduated in 1992 with a bachelor’s degree in Law from the London School of Economics and Political Science. He also holds a master’s degree in Commercial Law and European Law from the University of Cambridge and is admitted as a Solicitor of the Senior Courts of England and Wales.

Hussein is a member of the human rights group Liberty and sits on the advisory board of SEO London, a charity that mentors minority students.


Sarah Murphy is the head of Freshfields Bruckhaus Deringer’s U.S. capital markets practice in Europe and Asia and co-head of its international capital markets group. She is a London-based U.S. partner of the firm and has more than 30 years’ experience of advising a wide range of clients from around the world. She acts for companies looking to access the US and international capital markets, and also for investment banks. Clients come from various sectors including financial institutions, energy and natural resources, retail, telecoms and infrastructure. Her track record includes the full range of equity, debt and hybrid offerings, including IPOs, rights issues and other secondary offerings, GDR offerings, accelerated book builds, all types of bond issuance and liability management transactions.

Sarah is recognised as a leading lawyer for equity and debt capital markets by Chambers and Legal 500 and is a regular speaker at external conferences and is on the Advisory Committee for the Practising Law Institute’s Annual Securities Institute on EU and US Securities Law in London.

Sarah joined Freshfields in 1998. Previously she was at Cravath, Swaine and Moore (New York and London).  She was educated at Williams College (B.A., 1977) and Fordham (J.D., 1983).


Scott Simpson is co-head of Skadden’s Global Transactions Practice* and a member of the firm's Policy Committee. He has been based in London since 1990 and before that practiced law in Skadden’s New York office throughout the 1980s. Mr. Simpson advises clients on cross-border mergers and acquisitions, including contested and hostile bids. He also has signifiexperience advising a variety of public companies on complex corporate governance issues.

Mr. Simpson’s recent mandates include advising Nokia Corporation in its combination with Alcatel-Lucent; LetterOne Holdings S.A. in its US$5.8 billion acquisition of the oil and gas unit of RWE AG; Israel Corporation Ltd. in its spin-off of Kenon Holdings Ltd. into a separate, publicly traded company; and Colfax Corporation in its US$2.4 billion acquisition of Charter International plc. He also advised Outokumpu Oyj in its €2.8 billion acquisition of the Inoxum business unit from ThyssenKrupp AG, and the subsequent sale of ThyssenKrupp Acciai Speciali Terni S.p.A. and Outokumpu VDM GmbH to ThyssenKrupp AG; and Alfa-Access-Renova in the US$56 billion sale of TNK-BP to Rosneft Oil Company. These latter three matters won IFLR’s “M&A Deal of the Year” awards for 2012, 2013 and 2014, respectively.

He also advised Central European Distribution Corporation, one of the largest distributors of vodka in Russia and Poland, in connection with an initial PIPE investment by Roust Trading Limited and the subsequent restructuring of CEDC via a prepacked Chapter 11 filing. This transaction was recognised for its innovation, including “Restructuring Deal of the Year” at the 2014 IFLR Americas awards and “Global Finance Deal of the Year, Restructuring and Insol- vency, Europe” for 2013 as part of The American Lawyer 2014 Global Legal Awards.

In 1999, Mr. Simpson represented Gucci in one of Europe’s most significant takeover defence case studies, successfully resisting a hostile takeover attempt by LVMH Moët Hennessy Louis Vuitton SA. He then advised Gucci in numerous acquisitions of European luxury goods companies, including its acquisition of Yves Saint Laurent. Mr. Simpson also advised Gucci and the company’s independent directors in connection with PPR’s (now Kering) 2004 success- ful public offer for all Gucci shares.

In 2005, Mr. Simpson acted for Arcelor SA against an unsolicited US$22.8 billion bid from Mittal Steel N.V., and in the subsequent US$33.8 billion merger of Arcelor and Mittal in 2006. He also represented Mannesmann AG in the US$199 billion acquisition of Mannesmann by Vodafone AirTouch Plc in 1999-2000. This transaction, which began as a hostile takeover, remains the largest corporate acquisition to date. Mr. Simpson lectures and participates in seminars on topics related to his practice, including those sponsored by the Practising Law Institute and the American Bar Association. He is an adjunct professor at Ohio State Univer- sity’s Moritz School of Law and is a regular guest lecturer at Harvard Law School and the Luxembourg University. He also has written and co-authored articles for, among other publica- tions, The Business Lawyer.

Mr. Simpson’s transactional experience has been profiled in The American Lawyer, The Financial Times, The Evening Standard and The Wall Street Journal. Mr. Simpson consistently is ranked among the top transaction lawyers in Europe according to mergermarket data on the value of European M&A deals. He is one of the world’s leading M&A lawyers, according to the Chambers & Partners guides in the U.K., Europe and globally.

Education
M.B.A., New York University Graduate School of BusinessAdministration, 1983

J.D., Fordham University School of Law, 1982 (Editor in Chief, Fordham Urban Law Journal)

B.A., George Washington University, 1978

Bar Admissions

New York

Selected Publications

“International Comparative Legal Guide to Mergers and Acquisitions 2015 (M&A Trends and Outlook for 2015),”
ICLG To: Mergers and Acquisitions 2015

“Activist Investing in Europe: A Special Report,”
Activist Insight, October 2014

“The Evolving Role of Special Committees in M&A Transactions: Seeking Business Judgment Rule Protection in the Context of Controlling Shareholder Transactions and Other Corporate Transactions Involving Conflicts of Interest,”
The Business Lawyer (Vol. 69), August 2014


Tom Kim focuses his practice on advising companies, underwriters and boards of directors on registered and exempt capital markets transactions, SEC regulatory and reporting issues, and corporate governance, as well as on general corporate and securities matters.

Prior to joining Sidley in 2013, Mr. Kim served for six years as the Chief Counsel and Associate Director of the Division of Corporation Finance at the SEC.  As Chief Counsel, Mr. Kim was responsible for the no-action, interpretive and exemptive positions taken by the Division on a wide range of matters, including Securities Act exemptions, the registered offering process, Rule 144, Exchange Act deregistration, succession, executive compensation disclosure, proxy solicitation and shareholder proposal rules, among others.  Under his leadership, the Chief Counsel’s Office revised and updated the Division’s telephone interpretations as Compliance and Disclosure Interpretations and issued several significant Staff Legal Bulletins.  Mr. Kim also led a number of notable SEC rulemakings and policy initiatives, including:

  • the July 2013 rulemaking under the JOBS Act eliminating the prohibition against general solicitation in Securities Act Rules 506 and 144A offerings;
  • the Concept Release on the U.S. Proxy System; and
  • the Interpretive Release on the Use of Company Websites.

Mr. Kim also oversaw the Division’s Office of Enforcement Liaison, which refers matters to the Division of Enforcement and advises on offering and disclosure-related issues in enforcement cases.

Prior to joining the SEC in 2006, Mr. Kim served as Corporate and Securities Counsel for the General Electric Company in Fairfield, CT.

As a member of the ABA’s Committee on Corporate Laws, Mr. Kim edited several editions of the ABA’s Corporate Director’s Guidebook.  He is a frequent speaker at securities law conferences, including the Northwestern Law School Annual Securities Regulation Institute and programs sponsored by the Practising Law Institute, the American Bar Association, the Society of Corporate Secretaries and Governance Professionals, and the National Association of Corporate Directors.

Mr. Kim graduated summa cum laude from Yale College and magna cum laude from Harvard Law School, where he was an editor of the Harvard Law Review.  He clerked for Judge Louis F. Oberdorfer of the U.S. District Court of the District of Columbia.


Tracy K. Edmonson's practice focuses primarily on corporate finance, with a particular focus on high-yield debt offerings, debt tender offers and consent solicitations, equity-linked securities and complex restructurings. She also advises numerous companies, including foreign private issuers, on a variety of general corporate issues, including securities law compliance, financings and corporate governance.

Profile
Ms. Edmonson's extensive list of company clients includes Owens-Illinois, Thomas Cook Group, Wagamama, Interxion Holdings and Preem AB. She also frequently represents underwriters and lenders, including Goldman Sachs, JP Morgan, Barclays, RBS, Deutsche Bank and Credit Suisse, in acquisition financings and debt, equity and derivatives offerings.

Ms. Edmonson is a sought-after commentator on industry and legal trends and a frequent public speaker. She has been a guest lecturer at the London School of Economics, UCLA and at the Berkeley Center for Law, Business and the Economy. Ms. Edmonson also regularly appears on panels for the Practicing Law Institute and the Association for Financial Markets in Europe.

Experience
Ms. Edmonson’s recent transactions include advising:
-  Owens Brockway Glass Container, Inc. in connection with its offering of US$800 million of Senior Notes due 2022 and 2025.
-  A consortium of banks, Credit Suisse, ABN AMRO, Coöperative Centrale Raiffeisen-Boerenleenbank, Crédit Agricole, Deutsche Bank, HSBC, Nomura, ING, JP Morgan, Merrill Lynch, Morgan Stanley, Scotiabank and Société Générale, on the €964 million exchange offer and the €740 million tender offer related to Ziggo’s outstanding bonds
- A consortium of banks, including Bank of America Merrill Lynch, Goldman Sachs, Credit Suisse and JP Morgan in the offering of Senior and Senior Secured Notes for Virgin Media totaling over £2 billion
- Thomas Cook in connection with its offering of €525 million Senior Notes due 2020
- Credit Suisse, Deutsche Bank and Nomura in connection with the Birds Eye/Iglo Foods Group offering of €500 million of Floating Rate Senior Secured Notes due 2020

Education
JD, University of California, Berkeley, School of Law (Boalt Hall), 1988
BA, Rice University, 1985

Bar Qualifications
California, England and Wales (Registered Foreign Lawyer)

Languages
English, French


Adam is a US qualified partner with a focus on advising companies and investment banks on international offerings of equity, equity-related and debt securities. He also advises clients on cross border mergers and acquisitions and all aspects of compliance with U.S. securities regulation.

Professional qualifications
Admitted to the Bar, State of New York, 1998
Registered foreign lawyer, England and Wales, 2012

Published work
The European IPO market: signs of life, PLC Magazine, December 2012
US private offerings: Solicitation and advertising on the cards, PLC Magazine, October 2012
Pre-marketing in the EU and the US, convergence ahead? PLC Magazine, September 2010
Anatomy of a deal: IPOs, Lawyer 2B, October 2007
Preparing a company for an IPO, PLC Cross Border Quarterly, July - September 2007


Appointed: 7 January 2013
Term expires: 30 June 2017
Geographical allocation: North America

Ms Tokar is a highly-respected figure in the field of international financial reporting. Prior to joining the IASB, she served as the global leader for KPMG’s International Financial Reporting Group, leading KPMG’s dialogue with the global accounting regulatory and standard-setting communities. Ms Tokar has significant experience in the application of International Financial Reporting Standards (IFRSs) in both developed and emerging economies, having worked in KPMG’s global IFRS group with engagement teams and clients around the world in their transition to and application of IFRSs. She served as a member of the IFRS Interpretations Committee between 2001 and 2007 and was a KPMG global leader for employee benefit and share-based payment accounting.

Previously, Ms Tokar worked at the US Securities and Exchange Commission (SEC) as the  Senior Associate Chief Accountant, International, in the Chief Accountant’s Office. At the SEC Ms Tokar was the lead SEC representative for international accounting issues, and she chaired an international committee of securities regulators working on disclosure and accounting issues for the International Organization of Securities Commissions (IOSCO).


Charles joined the firm in 1983, became a partner in 1990 and Senior Partner in 2008. Charles works principally in M&A and private equity, acting for sponsors and corporates. Much of his work is cross-border in nature.

He is rated in the top tiers of the most highly recommended M&A and private equity lawyers in the UK by the leading directories including Chambers.

Clients look to him particularly for strategic counsel and tactical input on a wide variety of legal matters including M&A negotiations and litigation.

Recent highlights include advising:

  • Verizon Communications Inc. on its acquisition of Vodafone’s interest in Verizon Wireless for $130bn;
  • Brit Insurance N.V. on a recommended $1.3bn cash offer by Apollo and CVC; and
  • the independent directors of TNK-bp in relation to a proposed transaction with Rosneft.

He was named Law Firm Leader of the Year at Legal Week’s British Legal Awards 2013 and Partner of the Year 2014 by Financial News.


Co-chair of the Securities Litigation and Enforcement Group at Paul, Weiss, Rifkind, Wharton & Garrison LLP, Daniel J. Kramer is a leading trial lawyer and litigator.  Called “one of the stars of his generation” by Chambers USA and a “quiet giant” by Lawdragon, Dan has handled complex litigations for some of the world’s largest companies and has significant experience representing boards of directors on corporate governance issues and special committees in internal investigations.  Recent matters have included representation of SAC Capital in litigation and investigations arising out of claims of insider trading; UBS in connection with the Detroit bankruptcy; Bank of America in litigations concerning its merger with Merrill Lynch; AIG in litigation with its former chairman Hank Greenberg; and Merck in litigation involving its cholesterol lowering drug Vytorin.

In 2014, Paul Weiss’ Securities Litigation and Enforcement Group was named Litigation Department of the Year by The American Lawyer, which called the practice “big, powerful and swaggering,” noting that “no other firm matched the number and magnitude of headline making securities litigation.”  Similarly, Chambers routinely ranks the Securities Litigation Department in Band 1, stating that the Group has “a truly enviable securities litigation practice,” a “dazzlingly deep bench” and “some of the most cutting-edge securities cases.”  And Legal 500 consistently gives the Group its highest rating, noting that “its excellent, wise counselors combine deep legal knowledge with a practical and business-like view.”

Mr. Kramer has been selected as a Band 1 securities lawyer in the United States by Chambers, as one of America’s leading lawyers handling “Bet the Company” litigation by Best Lawyers in America, as one of “New York’s Top 10 Lawyers” by Super Lawyers, as one of the “500 leading lawyers in America” by Lawdragon and as “one of the most influential people in corporate governance and the boardroom” by Directorship Magazine.  He is the co-editor of Corporate Internal Investigations: An International Guide (Oxford University Press) and co-author of Federal Securities Litigation: A Deskbook for the Practitioner (Data Press) and of Regulation of Market Manipulation (Matthew Bender).

PRACTICES
Corporate Governance
Financial Institutions
General Commercial Litigation
Internal Investigations
Litigation
Securities Litigation
White Collar Crime & Regulatory Defense

EDUCATION
J.D., New York University School of Law

B.A., Wesleyan University
magna cum laude

CLERKSHIP
Hon. Wilfred Feinberg, Chief Judge, U.S. Court of Appeals, Second Circuit

RECOGNITIONS
Benchmark Litigation, “Local Litigation Star: New York”

The Best Lawyers in America, “Bet-the-Company Litigation”

Chambers USA, Band 1 for Securities Litigation (Nationwide and in New York)

Directorship Magazine, “100 Most Influential People in Corporate Governance”

Lawdragon, “500 Leading Lawyers in America”

The Legal 500

Super Lawyers, “New York’s Top 10 Lawyers”


Daniel Slifkin is a partner in Cravath’s Litigation Department.  Over his 24 years at Cravath, Mr. Slifkin has tried numerous cases in state and federal courts throughout the United States, as well as domestic and international arbitrations.  He has extensive experience representing some of the world’s leading financial institutions, and other companies, in securities claims (both as issuer and underwriter); shareholder derivative claims; claims arising out of financial advisory work; claims relating to private equity portfolio companies; and general contract disputes, among others.  He is among the few litigators to have ever taken a securities case through trial, having handled two such jury trials in recent years. 

On the issuer side, Mr. Slifkin has represented Vivendi for over a decade in some of the most significant and complex securities actions in recent history, including in a long-running class action that culminated in a four-month long, “f-cubed” securities fraud jury trial, and in a four-week jury trial over securities and contract claims brought by Liberty Media.  He has also represented JPMorgan Chase and related entities (including Bear Stearns and Washington Mutual) in numerous residential mortgage-backed securities actions across the country, including the first two major RMBS securities actions to proceed through conclusion of discovery and summary judgment.  Other issuer clients have included Alcoa, IBM, Lucent and priceline.com.  On the underwriter side, Mr. Slifkin has represented DLJ, JPMorgan Chase and Morgan Stanley.  He won the dismissal of a shareholder derivative action concerning executive compensation for Morgan Stanley, its inside directors and certain of its executives that was affirmed on appeal.  He currently represents Morgan Stanley in several federal antitrust class actions alleging a conspiracy to restrain competition in the market for credit default swaps.  In the private equity area, Mr. Slifkin represented Lindsay Goldberg & Bessemer in several lawsuits arising out of the public offering of its portfolio company EnergySolutions, Inc.  He recently represented Lindsay Goldberg executives in purported class action lawsuits over the $2.1 billion sale of PetroLogistics LP to Koch Industries LLC; plaintiffs voluntarily dismissed all suits. 

Mr. Slifkin has been recognized as one of the country’s leading commercial and securities litigators by numerous legal ranking publications, including Lawdragon, Chambers USA, The Legal 500 United States and Benchmark Litigation.  He was twice recognized as “Litigator of the Week” in The Am Law Litigation Daily:  first, for his representation of Morgan Stanley in Morgan Stanley v. Discover Financial Services, a breach of contract action in which he obtained a judgment of over $800 million against Discover Financial Services and, second, for his representation of JPMorgan in Dexia SA/NV, et al. v. Bear, Stearns & Co., et al., in which he obtained a summary judgment victory that eliminated from litigation securities with a face value of $1.5 billion.

Mr. Slifkin was born in London, England.  He received a B.A., with first class honors, from Oxford University in 1987; a B.C.L., with first class honors, from Oxford University in 1988; and a J.D. magna cum laude from Harvard Law School in 1991, where he was an Editor of the Harvard Law Review and a Sears Prize winner.  Mr. Slifkin is a member of the Second Circuit Courts Committee of the Federal Bar Council, a fellow of the American Bar Foundation, a member of the International Bar Association and serves as a member of the Northeast Subcommittee on the ICC National Arbitration Committee for the U.S. Council for International Business.  He also serves on the Board of Trustees of Americans for Oxford and as its General Counsel.  He joined Cravath in 1991 and became a partner in 1998. 


Emma is the UK General Counsel at Deutsche Bank AG, based in London.

Emma joined Deutsche Bank in 1995 after spending six years at Slaughter and May.  Prior to that she studied law at Bristol University and Guildford College of Law.

Emma is a member of the Bank's Global Legal Exco, UK Regional Governance Board, dbPride Allies Advisory Board and UK Risk Diversity Council.  In November 2013 Emma and her team won an in-house award at The Legal 500's inaugural UK awards.  Emma was also listed in the In-House Lawyer’s inaugural GC Powerlist, 2013 and the Lawyer Magazine's "Hot 100" list of lawyers.


Jennifer is a partner in the corporate department of our London office and has a broad practice covering M&A and equity capital market transactions as well as general corporate advice.

Jennifer has advised on a broad range of public and private M&A transactions and has a particular interest in the healthcare sector where her recent experience includes advising Novartis on its transaction with GSK and advising AstraZeneca in its defence of the offer by Pfizer.

Jennifer spent a year on secondment at the Financial Services Authority working on the Listing Rules Review and a year on secondment with a global investment bank.


Kathy Hughes
T +44 (0)20 7090 3222
E Kathy.hughes@slaughterandmay.com

Joined firm
1992

Partner since
2000

Practice areas
Mergers and Acquisitions
Capital Markets
Corporate and Commercial
Infrastructure, Energy, Natural Resources (IEN)
Infrastructure
Energy
Private Equity

Kathy has a broad corporate practice which has encompassed a wide range of transactions, including initial and secondary public equity offerings, private acquisitions and disposals, takeovers, joint ventures and private equity transactions.

Kathy has also been involved in advising on the establishment of private equity funds (listed and unlisted) and on various structured finance transactions.

Highlights include advising:

  • Terra Firma and Infinis Energy on the IPO of Infinis Energy plc in November 2013
  • Diageo on its agreement to buy the Turkish drinks company, Mey Icki, and its recent disposal of Bushmills
  • Workspace on its rights issue to raise £63 million (net), and its recent cash-box placing that raised over £90 million
  • Carillion on its acquisition of John Laing Integrated Services and the sale of interests in a number of PFI special purpose vehicles
  • Resolution on its IPO, offer for Friends Life and 2010 rights issue to fund the acquisition of the AXA UK Life Business
  • Asda on the acquisition of Netto Stores
  • the Winding-up Board of Glitnir on its ongoing process, including planning for the realisation of key assets

Kathy is listed as a leading individual in the Corporate/M&A: High-end Capability section of Chambers UK, 2014  and is also listed in the M&A section of The Legal 500, 2013. She is also an officer on the Securities Law Committee of the IBA.


Kevin is one of the leading high yield lawyers in Europe and has been practising in the European high yield market since its inception. 

He led teams that were awarded Finance Team of the Year in 2014, High Yield Team of the Year in 2013 and shortlisted Banking and Finance Team of the Year in 2012.  Kevin is recognized as a leading lawyer for high yield in Chambers (Band 1), Legal 500 and IFLR.

Recent deals include: Kuwait Energy, KCA Deutag, Study Group, Vue Entertainment, Fesco Transportation, Liberty Global/Virgin Media, Perstorp, SBS Nordic, Refresco, Dematic, Ferrexpo, Alcatel Lucent, Avangard, TMD Friction, ENRC, Cable & Wireless and Manchester United.


Laura is general counsel of the Investment Banking Division (IBD) with global responsibility for the IBD Legal and the Capital Markets Legal groups. She serves as counsel to the Commitments Committee, is a member of the IBD Client and Business Standards Committee and represents the firm on the Equity Capital Markets Board of the Association for Financial Markets in Europe. Laura is also the Legal Department’s MD ally for the Lesbian, Gay, Bisexual and Transgender (LGBT) Network.

Laura joined Goldman Sachs in 1998 as a vice president in the Special Execution Group (now IBD Legal) and became co-head of the European group in 2001. She was named managing director in 2004.

Prior to joining the firm, Laura was an associate with the London office of Sullivan & Cromwell from 1992 to 1996 and a vice president with J.P. Morgan Investment Management Inc. in London in the Legal and Compliance Department in 1997. Laura earned a BA in International Relations from Michigan State University in 1988 and a JD from The Ohio State University College of Law in 1992. She lives in London.


Mr. Oakes is a partner in Davis Polk’s Corporate Department, resident in the London office. He is head of the firm’s European Financial Institutions Group. Mr. Oakes represents European companies and investment banks in securities offerings and other financings in the international public and private markets. He has extensive experience in advising non-U.S. companies on initial public offerings of equity and high-yield debt securities and offerings of investment-grade debt securities. Mr. Oakes also advises clients on various aspects of mergers and acquisitions and all aspects of compliance with U.S. securities regulation. He concentrates in securities offerings by financial institutions.

Work Highlights
Since the mid-1990s, Mr. Oakes has advised on equity, debt and hybrid capital transactions for many financial institutions, including AEGON, Allianz, AXA, Banco Espirito Santo, Banco Popular Espanol, Banco Sabadell, Delta Lloyd, Istituto Nazionale delle Assicurazioni, Fortis Group, ING Group, RBS, SEB, UBS and Zurich Financial Services. He has regularly advised such investment banks as Citi, Morgan Stanley, J.P. Morgan, Goldman Sachs and Bank of America Merrill Lynch in capital markets transactions.

He advised Standard Life plc and Old Mutual, the South African insurer, on their demutualizations, London Stock Exchange listings and concurrent international equity offerings.

Recent transactions include advising: 

  • ¦Royal Mail on its London listing and initial public offering
  • ¦Esure on its London listing and initial public offering
  • ¦The Royal Bank of Scotland Group on various transactions, including liability management and SEC registered senior and subordinated debt offerings

    Recent transactions advising underwriters include:

  • ¦€1.54 billion initial public offering of ordinary shares of NN Group
  • ¦€2.5 billion offering of new ordinary shares of National Bank of Greece
  • ¦$1.25 billion senior debt offering and $1.5 billion covered bond offering by SEB
Recognition
Listed as a leading lawyer in several legal industry publications, including: Chambers Global; Chambers Europe; Chambers U.K.; The Legal 500 U.K.; Practical Law Company’s Cross-border Capital Markets Handbook; and Legal Media Group’s Expert Guide to the World’s Leading Capital Markets Lawyers.

Bar Admissions

  • State of New York

Education

  • A.B., Princeton University, 1975
  • J.D., University of Miami School of Law, 1979
    • magna cum laude
    • Articles and Comments Editor, University of Miami Law Review

Professional History

  • Partner, 1998-present
  • Counsel, 1996-1998
  • Senior Attorney, 1987-1996
  • Associate, 1979-1987
  • London office, 1983-1985; 1993-present
  • New York office, 1979-1983; 1985-1993

 


Ms. Avakian is the Deputy Director of the U.S. Securities and Exchange Commission’s Division of Enforcement, which has more than 1,300 people throughout the country focused on enforcing the federal securities laws.  She joined the SEC in June 2014.

Before joining the SEC, Ms. Avakian was a partner at Wilmer Cutler Pickering Hale and Dorr LLP, where she served as a vice chair of the firm’s securities department.  Ms. Avakian represented public companies, financial institutions, boards, and individuals in a broad range of investigations and other matters before the SEC and other agencies. 

Ms. Avakian previously worked in the SEC’s Division of Enforcement as a branch chief in the New York Regional Office and as counsel to former SEC Commissioner Paul Carey.


Named by Accounting Today as one of the “top 100 most influential people in accounting,” Michael R. Young is a litigation partner at New York’s Willkie Farr & Gallagher LLP  where he chairs the firm’s securities litigation and enforcement practice.

His practice concentrates on the representation of companies, audit committees, officers, directors, accounting firms, and investment banks in United States and international securities class actions, SEC proceedings, and special committee investigations.  His trial work includes the landmark jury verdict for the defense in the first class action tried to a jury pursuant to the Private Securities Litigation Reform Act of 1995.  He has served as a member of FASB’s Financial Accounting Standards Advisory Council, as chair of the New York City Bar Association’s Financial Reporting Committee, and as counsel to the American Institute of Certified Public Accountants and the Center for Audit Quality.

A prolific author on the subjects of financial reporting, audit committee effectiveness and the role and responsibilities of the independent auditor, Mr. Young’s books include The Financial Reporting Handbook (Wolters Kluwer 2003), Accounting Irregularities and Financial Fraud (Harcourt 2000) and, most recently, Financial Fraud Prevention and Detection:  Governance and Effective Practices (Wiley 2014).  Mr. Young is a much sought speaker and commentator on financial reporting issues, and has been regularly quoted in such publications as The Wall Street Journal, The New York Times, Fortune, Forbes, USA Today, The Washington Post, and The National Law Journal.  He has also appeared as an invited guest on Fox Business News, CNBC, MSNBC, CNN, and BNN (Canada).

Mr. Young is a graduate of Allegheny College and the Duke University School of Law, where he was Research and Managing Editor of the Duke Law Journal.


Raj S. Panasar is a partner based in the London office.

Mr. Panasar's practice focuses on international financing transactions.  He represents corporate issuers and financial institutions in public and private international equity, high yield and other debt offerings, and also advises on syndicated bank lending transactions and leveraged finance.

A recognized expert on complex listings under the new EU prospectus regime and a member of the London Stock Exchange’s Primary Markets Group, he has represented many issuers, including major emerging market companies, in their IPOs and London Stock Exchange listings, as well as representing leading investment banks as underwriters of high profile capital markets transactions.  He has also advised on many high yield and other leveraged finance transactions.

Mr. Panasar has been distinguished as a leading capital markets lawyer by Chambers Global, Chambers EuropeChambers UK, The Legal 500 UK, PLC Which Lawyer? and IFLR.

Mr. Panasar joined the firm in 1997 and became a partner in 2007.  He joined Goldman Sachs in London in 2000, where he worked for one year. He rejoined the firm in 2001.  Mr. Panasar received an LLB law degree from the London School of Economics.

Mr. Panasar is co-editor of and a key contributor to European Securities Law, a comprehensive guide to the law and regulations that govern Europe's capital markets (Second Edition Oxford University Press, 2014).

Mr. Panasar is a solicitor of the Senior Courts of England and Wales and is a member of the Bar in New York.


Sharon Nelles, a partner in the Firm’s Litigation Group and member of the Firm’s Managing Partners Committee, represents financial institutions and global companies in the kinds of high-profile, critical company matters that implicate not only civil litigation but also related regulatory, congressional and criminal investigations and enforcement actions. She is currently active in many matters arising from the subprime mortgage crisis.

Ms. Nelles has represented such clients as Moody’s, JPMorgan Chase, Goldman Sachs, Standard Chartered Bank, Microsoft and Diageo in class action and other complex litigation, including the Microsoft indirect purchaser cases, the JPMorgan Chase/Bank One merger litigations and the Goldman Sachs mutual funds fee disputes. She has tried cases in the state and federal courts on behalf of such clients as Microsoft, Eastman Kodak Company and General Bank, and has represented prominent firms and individuals in proceedings before the Department of Justice, the United States Congress, the Securities and Exchange Commission and several state attorneys general.

Ms. Nelles frequently conducts investigations for corporate clients, special committees and boards of directors.

Selected Professional Activities and Community Involvement

Ms. Nelles  is the Co-President of the Board of Directors of Judges and Lawyers Breast Cancer Alert (JALBCA), and sits on the Board of Directors for Her Justice.  She is on the Leadership Board for Out in Law and is a member of the Resource Board for the National Association of Women Judges.

Selected Rankings and Recognitions

  • Euromoney’s Benchmark: America’s Leading Litigation Firms and Attorneys – cited as a leading practitioner in Litigation (2009-2014) and as one of the Top 250 Women in Litigation in New York (2014)
  • Chambers USA: America’s Leading Lawyers for Business – recognized in Nationwide - Securities: Litigation (2014) and New York - Litigation: Securities (2014)
  • The Legal 500 United States, Volume 3: Litigation – Recommended Lawyer for Securities: Shareholder Litigation (2010-2014)
  • The Legal 500 United States, Volume 3: Financial Services – Recommended Lawyer for Financial Services: Litigation (2013, 2014)
  • Euromoney's Americas Women in Business Law Awards: Best in Financial Regulation (2014)
  • New York Super Lawyers (Metro Edition) – recognized as a leading lawyer in Securities, Antitrust and Criminal Defense: White Collar Litigation (2010, 2011, 2012, 2013, 2014)

Education

1993, Boston College Law School, J.D.
1990, New York University, M.A.
1987, Mount Holyoke College, A.B.                                  

                          

                                 


Stuart Alford QC is Head of Division (Fraud) at the Serious Fraud Office, overseeing a team of 75 case investigators and lawyers, investigating the manipulation of LIBOR and other projects, including the Barclays-Qatar recapitalisation case. He has been with the SFO since July 2012 and is a member of the SFO's Management Board.

Stuart was called to the bar in 1992 and was appointed Queen’s Counsel in April 2014. Prior to joining the SFO, Stuart’s practiced in national and international crime from chambers at 36 Bedford Row, London. In the UK he specialised in fraud, mostly prosecuting on behalf of the Crown Prosecution Service. His international practice was focused on crimes against humanity and war crimes, including United Nations Prosecutor in East Timor from 2001 to 2003, Legal Adviser to the Iraq High Tribunal (Saddam Hussein trials) from 2005 to 2006 and Chair of the War Crimes Committee of the International Bar Association from 2008 to 2013.


David Bradbery joined Barclays in 2012 and leads the Technical Accounting Group for Europe. His team provides guidance on accounting for new and complex transactions, new standard implementation and inputs on proposed standards.  Prior to Barclays, David spent nine years at UBS in Finance working in technical accounting and valuation related roles. David qualified as an accountant with Arthur Andersen, studied Modern History at Oxford University and has a Masters in Finance from London Business School.


John W. White is a partner in Cravath, Swaine & Moore LLP’s Corporate Department and serves as Chair of its Corporate Governance and Board Advisory practice. From 2006 through 2008, he served as Director of the Division of Corporation Finance at the U.S. Securities and Exchange Commission which oversees disclosure and reporting by public companies in the United States. During his over 25 years as a partner at Cravath, John has focused his practice on representing public companies on a wide variety of matters including corporate governance matters, public reporting and disclosure obligations, public financings and restatements and other financial crises. John is a member of the Standing Advisory Group (SAG), which advises the Public Company Accounting Oversight Board (PCAOB). He has also served on the Financial Accounting Standards Advisory Council (FASAC), which advises the Financial Accounting Standard Board (FASB). He is a member of the Board of Trustees and the Audit Committee of both the Practising Law Institute and the Securities and Exchange Commission Historical Society. He served three years on the New York Stock Exchange’s Legal Advisory Committee, four years as Chairman of the Securities Regulation Institute and five years as Co-chair of PLI’s Annual Institute on Securities Regulation. He has been selected by the National Association of Corporate Directors (NACD) as one of 100 “most influential people in the boardroom and corporate governance community”.


Mark Danzey (London) joined KKR Capital Markets (KCM) in 2009. Since joining KCM, Mr. Danzey has worked on a variety of debt and equity financings for KKR portfolio companies, including: Alliance Boots, Ambea, Auto Teile Unger, BMG, KION Group, Northgate, Pets at Home, SMCP, Visma, Van Gansewinkel, and WMF. Prior to joining KCM, he was a vice president on J.P. Morgan's leveraged finance capital markets desk and previously also worked in J.P. Morgan's leveraged finance origination team. Mr. Danzey spent the first year of his career at Deutsche Bank. He holds a first class B.Sc. (honors) in Business Administration from the University of Bath School of Management.


Nick Shaw is a Partner in Simpson Thacher’s Corporate Department. He represents companies, private equity sponsors and banks in debt capital markets, equity capital markets and acquisition finance transactions. His private equity financing experience includes numerous representations for sponsors such as KKR, Apax and Blackstone and their portfolio companies.

He received his B.A.(Jur.) from the University of Adelaide in 1991, his LL.B.(Hons.) from the University of Adelaide Law School in 1994, an LL.M.(Comm.) from the University of Adelaide Law School in 1997 and an LL.M. from Columbia University School of Law in 1997. He was a James Kent Scholar at Columbia in 1997, and a Fulbright Scholar in 1996.


Yasmine Bassili joined Goldman Sachs in 2007 and is a Managing Director in the Debt Underwriting Group.  Prior to Joining Goldman Sachs, she spent 10 years as a banking and finance lawyer in New Zealand and London.


Jamie Symington is Director of Investigations at the FCA with responsibility for of securities and markets investigations and intelligence.  He is a lawyer with experience at the Bar and in government, before joining the FSA in 1999.  He has worked in policy and casework roles in the FSA/FCA Enforcement and Financial Crime Division, and has previously headed up investigation departments for both wholesale and retail conduct investigations.


Jim is a manager in the UK Listing Authority within the FCA’s Markets division, specialising in disclosure issues attaching to listed companies under the UK regulatory regime. Jim’s team is responsible for monitoring the “continuing obligations” for listed companies, including the channels used to make disclosures to investors. Prior to this Jim worked for Ernst & Young and Andersen in London.  


Mr. Dudek has been Chief of the Office of International Corporate Finance at the U.S. Securities and Exchange Commission since 1993.  He joined that office as an Attorney Fellow in 1990.  Prior to that, he was with the New York Office of Cleary, Gottlieb, Steen & Hamilton where his practice involved representing a wide range of foreign and U.S. companies and financial intermediaries in capital markets transactions.

Mr. Dudek is a graduate of the New York University School of Law (Order of the Coif) and Fordham University (Phi Beta Kappa).  Mr. Dudek has received the SEC’s Philip A. Loomis, Jr. Award and as a team member the SEC Chairman’s Award for Excellence and (twice) the SEC’s Regulatory Simplification Award.  Mr. Dudek has served as an Adjunct Professor of Law of Georgetown University School of Law and at the Osgoode Hall Law School of York University (Toronto), teaching courses on global securities offerings.  He has taught classes at Duke University Law School and the Center for Transnational Legal Studies (London).

Mr. Dudek serves as a U.S. representative to the Corporate Governance Committee of the OECD.  He serves as co-moderator of PLI’s Global Capital Markets held annually in the spring in New York City.  He has spoken at numerous legal and finance conferences, including testimony in 2010 before the U.S.-China Economic and Security Review Commission and presentations at the Asia-Pacific Economic Co-operation (APEC) 2011 Annual Conference in Washington, D.C., the 2010 Initial Public Offering Conference in Istanbul hosted by the Capital Markets Board of Turkey, and the 2011 Conference on Capital Market Oversight in the Caribbean and Latin America hosted by the Securities and Exchange Commission of Trinidad & Tobago.


Mr. Mundheim is of counsel to Shearman & Sterling and Professor of Law & Finance at the James E. Rogers College of Law at the University of Arizona.  He was formerly the Executive Vice President and General Counsel of Salomon, Inc. (1992-1997).  Mr. Mundheim was the University Professor of Law and Finance at the University of Pennsylvania (1980-1992) and the Dean of the University of Pennsylvania Law School (1982-1989).  In addition, Mr. Mundheim has served as General Counsel of the U.S. Treasury Department (1977-1980) and as Special Counsel of the Securities & Exchange Commission (1962-1963).

Mr. Mundheim was a member of the American Bar Association’s Standing Committee on Ethics and Professional Responsibility (2006-2012) and served as its Chair (2008-2011).  He has also served as an Advisor to the American Law Institute’s Restatement of the Law – the Law Governing Lawyers, as a member of the American Bar Association President’s Task Force on Corporate Responsibility, and as a member of the Association of the Bar of the City of New York’s Presidential Task Force on Lawyers’ Role in Corporate Governance.