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Annual Disclosure Documents 2015

Author(s): Sandra L. Flow, Michael L. Hermsen, Mary J. Mullany
Practice Area: Corporate & Securities
Published: Dec 2015
PLI Item #: 59059
CHB Spine #: B2215

Sandra L. Flow is a partner based in the New York office.

Ms. Flow's practice focuses on capital markets and corporate governance.  She has represented both U.S. and international issuers, as well as underwriters, in a variety of SEC-registered and private securities offerings, as well as domestic and cross-border listings.  She has also participated in the development of new financial instruments and related offerings.  Ms. Flow's corporate governance practice includes advising companies on a wide range of governance and disclosure issues, including compliance with the Sarbanes-Oxley Act and listing standards of the NYSE and Nasdaq.  She has also advised a number of companies on issues relating to financial statement restatements.

Ms. Flow has been recognized as a "leading lawyer" for capital markets by the IFLR 1000:  The Guide to the World’s Leading Law Firms and distinguished for her capital markets practice by The Legal 500 U.S.

Ms. Flow frequently speaks on corporate governance and capital markets matters. She is a Co-Chair of the Practicing Law Institute’s program on Annual Disclosure Documents.  She has also served as a consulting editor of and contributor to The NYSE IPO Guide (2nd Ed., Caxton, 2013) and co-authored “Mixing Meat and Minerals on Compelled Commercial Speech” on Law360 (Sept. 2015) and "Not Just Financial Reform: Dodd-Frank's Executive Compensation & Governance Requirements" in The Corporate Governance Advisor (Aspen, September/October 2010).

Ms. Flow is a member of the Bar in New York.  She is a former Chair of the Committee on Securities Regulation of the New York City Bar Association and is Chair of the Board of the Public Interest Law Foundation at Columbia, Inc.

Mike Hermsen has an extensive practice that focuses on securities matters. He represents issuers, investment banking firms and security holders in connection with issuances of equity and debt securities. Mike also represents corporate clients in connection with compliance, reporting and stock exchange matters and counsels companies, boards of directors and management on, among other matters, stock repurchases, liability management, executive compensation reporting and corporate governance matters.

Before Mike joined Mayer Brown in 1994, he had extensive experience with the US Securities and Exchange Commission in Washington, DC. In the SEC’s Division of Corporation Finance he served as Assistant Director (1992-1994), Special Counsel (1990-1992) and Attorney/Advisor (1986-1990). He also has accounting and audit experience with a then-Fortune 500 manufacturing corporation.

Mike has been included in The Best Lawyers in America in the practice areas of Securities/Capital Markets Law and Securities Regulation for over a decade and Legal 500 recommends Mike in “Capital Markets – Equity Offerings” noting Mike has “unsurpassed knowledge of SEC rules.”   In addition, Mike is frequently cited in the media regarding new regulatory initiatives.

Representative Recent Publications

  • “Practical Implications of the SEC’s Recent Guidance on Non-GAAP Financial Measures,” BNA Securities Regulation and Law Report, July 2016
  • “New Considerations as SEC Amends Registration Rules,” Law360, May 2016
  • “SEC Provides Guidance on Excluding Shareholder Proposals,” Insights, December 2015
  • “Practical Implications of Pay Ratio Disclosure,” Insights, September 2015
  • “Considerations for Changes in Directors and Executive Officers of a US Public Company,” Insights, July 2015
  • “Shareholder Engagement and the Proxy Season,” The Review of Securities & Commodities Regulation, January 2015
  • “Additional SEC Guidance on Well-Known Seasoned Issuer Waivers,” Insights, May 2014
  • “The Practical Implications of the SEC’s Recent Changes to Regulation D,” Practical Compliance and Risk Management, November/December 2013

 Representative Recent Seminars and Presentations

  • Private Placements and Hybrid Securities 2016, PLI, New York, August 1, 2016
  • Annual Disclosure Documents, PLI, New York, December 7-8, 2015 (co-chair)
  • Annual Disclosure Documents, PLI, New York – December 1, 2014, Chicago (co-chair) December 4-5, 2014
  • Private Placements and Other Financing Alternatives 2014, PLI, New York, March 25, 2014
  • Implementation of the SEC’s New Conflict Minerals Rules, Association of Corporate Counsel; Westchester/Southern Connecticut Chapter, White Plains, NY, February 27, 2014
  • Annual Disclosure Documents:  Preparation of Disclosure Documents, Annual Meeting and Regulatory Developments, PLI Chicago (co-chair 2012 and 2013)
  • The Impact of the JOBS Act on the Capital-Raising Process, Lexis Practical Advisor, Chicago, September 25, 2013
  • Implementing the JOBS Act – What We Know, What We Don’t and When We Will, ABA Business Law Section, Fall Meeting, Washington, D.C., November 17, 2012
  • The JOBS Act:  Emerging Growth Companies, Private Offerings and Exchange Act Registration Triggers, ABA Business Law Section, Annual Meeting, Chicago, August 3, 2012


  • University of Wisconsin Law School, JD, 1986.
  • Marquette University, MBA, 1982, BS, 1980.

Professional Associations

  • American Bar Association, Business Law Section – Chair, Securities Registration Subcommittee of the Federal Regulation of Securities Committee (2012-2015)
  • Illinois State Bar Association, Section of Corporations, Securities and Business Laws
  • State Bar Association of Wisconsin
  • Chicago Bar Association

Ms. Mullany is a partner in the Business and Finance Department of Ballard Spahr LLP, located in the firm’s Philadelphia office.  She is a member of the Securities, Mergers and Acquisitions/Private Equity, Health Care, Employee Benefits and Executive Compensation and Life Sciences/Technology practice groups of Ballard Spahr.  She also serves as the firm’s Strategic Planning Partner and is a member of its Executive Team.

Ms. Mullany concentrates her practice in the areas of securities disclosure, executive compensation (equity and cash-based), mergers and acquisitions, corporate financing (public and private), corporate governance, health care law, pharmaceutical and life sciences licensing and collaborations, general corporate law and business counseling.  Her client base includes public and private companies in a variety of industries, including health care, life science/biotech, technology, manufacturing and utilities.  She also represents start-up entities in health care.  Before becoming an attorney, Ms. Mullany was a registered nurse with experience in critical care and risk management.  She received her Bachelor of Science degree in Nursing from the University of Pennsylvania, her Masters in Nursing Administration from Widener University and her J.D. from Villanova University.