Lexis Practice Advisor®—Capital Markets & Corporate Governance

Contributing Authors & Firms

Our contributing authors are leading practitioners in their respective transactional practice area.

 
James E. AndersonWillkie Farr & Gallagher LLP

James E. Anderson

Firm: Willkie Farr & Gallagher LLP

James E. Anderson is a partner in the Asset Management Group in the Washington, D.C., office of Willkie Farr & Gallagher LLC. His practice covers the entire range of securities regulation, and he advises a wide variety of clients, including investment advisors, hedge funds, private equity funds, mutual funds, banks, and broker-dealers.

Mr. Anderson advises clients on a broad range of matters. He has advised investment advisors and investment companies in the purchase and sale of investment advisers and funds. He has counseled investment advisors and hedge funds on compliance matters such as the development and implementation of compliance policies and procedures, mock examinations and other comprehensive reviews of compliance systems and procedures, and investment advisor registration requirements. A central component of his practice is representing investment advisors and hedge funds in examination and enforcement-related inquiries by self-regulatory organizations and the SEC.

Education
  • Brigham Young University, J. Reuben Clark Law School, J.D.
  • University of Utah, B.A.
Experience
  • Willkie Farr & Gallagher LLP
  • WilmerHale
  • SEC’s Office of Investment Company Regulation of the Division of Investment Management, staff attorney
Accreditations
  • Licensed to practice in the District of Columbia
 

Stephen Ashley

Firm: Orrick, Herrington & Sutcliffe LLP

Stephen Ashley is a partner in the New York office of Orrick, Herrington & Sutcliffe LLP and a member of the firm’s Capital Markets group. He regularly represents both issuers and underwriters in a wide range of domestic and cross-border securities transactions.

Stephen’s experience includes public offerings and private placements of common and preferred equity and investment grade, high yield and convertible debt securities, as well as liability management transactions such as exchange offers, tender offers and consent solicitations. He also advises clients on compliance, corporate governance, stock exchange listing and other general corporate matters.

Legal500 reported in 2016 that clients say Stephen “is very responsive, does thorough research and speaks in plain English.” He has advised companies from a wide range of industries, including the IT, software, finance, consumer products, biotechnology, pharmaceuticals, energy, infrastructure and transportation sectors.

Education
  • Osgoode Hall Law School York University, Bachelor of Laws, with honors
  • University of British Columbia, Bachelor of Commerce, with honors
Experience
  • Orrick, Herrington & Sutcliffe LLP
  • Shearman & Sterling LLP
Accreditations
  • Licensed to practice in New York
 
Shearman & Sterling LLP

Azam Aziz

Firm: Shearman & Sterling LLP

Azam Aziz is Shearman & Sterling’s North American Regional Managing Partner and a partner in the firm’s Derivatives & Structured Products team. He has previously served as a member of the firm’s Executive Group, Practice Group Leader of Shearman & Sterling’s Asset Management Group and co-chair of the firm’s Associate Development Committee.

Mr. Aziz’s practice focuses on the structuring and documentation of complex over-the-counter derivatives products for banks, collective investment vehicles and other financial market participants. His practice also includes counseling alternative asset managers regarding regulatory developments, risk management, and hedge fund formation and organization. He has extensive experience developing, drafting and negotiating highly structured trading relationships for a wide variety of products, including fixed income and credit derivatives, total returns swaps, equity derivatives, fund-linked products, securities lending and repurchase agreements as well as prime brokerage, debt and claims trading and other cash and synthetic trading documentation. He also has experience advising a range of market participants during significant market disruptions and counterparty failures, including during the failures of Long-Term Capital Management, Enron, Refco, Bear Stearns and Lehman Brothers.

Education
  • LPM Institute, Legal Project Management Program, August 2016
  • Hofstra University School of Law, J.D., 1996; Hofstra Law Review, Managing Editor, 1995-1996
  • State University of New York at Stony Brook, B.E., 1992
Experience
  • Shearman & Sterling LLP
  • Cadwalader, Wickersham and Taft LLP
Accreditations
  • Licensed to practice in New York
 
Phillip J. AzzolliniSchulte Roth

Phillip J. Azzollini

Firm: Schulte Roth & Zabel LLP

Phillip J. Azzollini is a partner in the New York office of Schulte Roth & Zabel LLP ("SRZ"), where he focuses his practice on offerings of asset-backed securities, including the representation of issuers, placement agents and portfolio managers. Phil’s other areas of concentration include the representation of buyers and sellers of financial assets, as well as advising buyers and sellers in repurchase agreement transactions. Phil has represented public companies, investment advisers and private equity funds in transactions involving many different categories of asset-backed securities, including mortgage-backed securities, collateralized loan obligation securities and student loan securities. He has also represented clients in transactions involving the re-packaging of asset-backed securities.

Listed as a “leading lawyer” by Chambers Global and Chambers USA in the area of Capital Markets: Structured Products, Phil is recognized by clients and peers as “an excellent lawyer, smart and bright” and commended for his keen attention to detail and understanding of accounting in addition to the law.

Phil has been with SRZ since 1995. Prior to joining SRZ, Phil was a certified public accountant with the audit group at Coopers & Lybrand. He received his J.D. from Fordham University School of Law, where he was an editor of the Fordham Law Review, and his undergraduate degree from Pace University, cum laude.

Education
  • Fordham University School of Law, J.D. Editor, Fordham Law Review
  • Pace University, B.B.A., cum laude
Experience
  • Partner, Schulte Roth & Zabel LLP
  • Certified Public Accountant, Coopers & Lybrand (Audit Group)
Accreditations
  • Bar Admissions, New York
  • Leading Lawyer in Capital Markets: Structured Products, Chambers Global, Chambers USA, The Legal 500 United States
 

Ernest E. Badway

Firm: Fox Rothschild LLP

Ernest Badway is a partner in the New York and Roseland, NJ, offices of Fox Rothschild LLP and co-chair of the firm’s Securities Industry Practice. He advises clients on a broad range of business matters, including securities, intellectual property, employment, corporate governance, partnership disputes, contracts and litigation. He also counsels clients on the creation of broker-dealers, hedge funds and investment advisers as well as compliance and regulatory matters relating to their operations. Ernest is also the former co-chair of the firm’s White Collar Compliance & Defense Practice and has extensive experience in representing individual and corporate clients in internal investigations.

A frequent speaker and author on topics affecting corporations, executives and their employees, Ernest has moderated and participated in many forums, most notably with the American Bar Association, the New York County Lawyers’ Association, the American Conference Institute, the New Jersey Trial Lawyers’ Association and the Association of Corporate Counsel of America. He is the author of Encyclopedia of New York Causes of Action: Elements and Defenses (New York Law Journal Books, May 2015, 7th ed.), “Chapter 109: The Attorney-Client Privilege and the Work Product Doctrine,” Securities Law Techniques (September 2014) and contributing author for Chapters 1 and 2 of Securities Law Series: Securities Crimes, Vol. 21 (Thomson Reuters/West, September 2014).

Education
  • Duke University School of Law(J.D.,1992)
  • Boston University(M.A.,1989)
  • Boston University(B.A.,1989)
Experience
  • Fox Rothschild LLP
  • Brooklyn Law School (Adjunct Assistant Professor of Law)
  • U.S. Securities and Exchange Commission
Accreditations
  • New Jersey
  • New York
  • Massachusetts
  • District of Columbia
  • U.S. Supreme Court
  • U.S. Court of Appeals, Second Circuit
  • U.S. Court of Appeals, Third Circuit
  • U.S. District Court, District of Columbia
  • U.S. District Court, District of New Jersey
  • U.S. District Court, Southern District of New York
  • U.S. District Court, Eastern District of New York
  • U.S. District Court, Northern District of New York
Associations
  • American Bar Association, Section on Litigation and Section on Criminal Justice
  • New York State Bar Association, Delegate to House of Delegates
  • The Association of the Federal Bar of the State of New Jersey
  • New York County Lawyers Association; Former Member, Board of Directors and Treasurer, previous Co-Chair, Securities & Exchange Committee; Member, Federal Courts Committee and Chair of Presidents' Task Force on Corporate Responsibility
  • Chartered Institute of Arbitrators
  • Co-Chair, Foreign Corrupt Practices Act Substantive Committee, Criminal Justice Section, American Bar Association
 

Alex Bafi

Firm: Clifford Chance Europe LLP

Alex Bafi is a partner at Clifford Chance Europe LLP, Paris. He has extensive experience in US Securities including equity and debt capital markets as well as high yield financings. He regularly advises investment banks and corporations on a wide range of international securities offerings, including initial public offerings (IPOs), rights issues, bond issues and other capital market transactions. His work covers more than 20 countries, including France, the United Kingdom, the Netherlands, Turkey, Greece and the Middle East. Alex is fluent in French, Italian and Arabic and has a working knowledge of Turkish.

In the last year, Alex advised on equity and debt offerings valued at more than €20 billion, including advising Credit Suisse and Morgan Stanley on Solvay's $7 billion equity and debt offerings. He is ranked as a leading lawyer by Chambers, Legal 500 and IFLR.

Education
  • New York University School of Law, JD
  • University of Southern California, Master of Science in Electrical Engineering
  • University of California in Berkeley, Bachelor and Master of Science in Nuclear Engineering
Experience
  • Davis Polk & Wardwell, New York, Paris and London 1993
  • Herbert Smith Freehills LLP, London, Partner 2001
  • Clifford Chance Europe LLP, Partner 2015
Accreditations
  • US-qualified, admitted as an Attorney-at-Law in New York 1994
Associations
  • American Bar Association
  • New York State Bar Association
 
Sidley Austin LLP

Mark Borrelli

Firm: Sidley Austin LLP

Mark Borrelli represents a wide variety of clients, including broker-dealers, investment advisers and clearing agencies, on transactional, compliance and enforcement matters relating to securities and commodities. Mark translates his understanding of complex financial products and investment strategies into practical and clear advice on regulatory and enforcement matters and private fund disclosures. Mark has advised investment advisers, broker-dealers and clearing agencies in connection with dozens of SEC and FINRA examinations and regularly assists clients in developing or updating policies and procedures. He also regularly represents private fund managers in connection with offerings of securities. Mark is a partner in Sidley’s Investment Funds, Advisers and Derivatives and Securities and Derivatives Enforcement and Regulatory groups. Mark has been recognized in Who’s Who Legal 2014, 2015 and 2016. Mark is part of Sidley’s Investment Funds, Advisers and Derivatives practice team, which has won numerous top awards as a provider of legal services to the private funds industry: two-time winner of Chambers and Partners’ “Investment Funds Team of the Year for the U.S.”; Institutional Investor’s Alpha magazine’s 2014 Alpha Awards top “onshore” (U.S.) law firm serving the hedge fund industry; four-time recipient of first-tier national rankings in the U.S. News – Best Lawyers “Best Law Firms” rankings for Private Funds/Hedge Funds Law, and Derivatives and Futures Law; and ranked in the top band for Hedge Funds by Chambers USA every year since 2008.

Education
  • University of Illinois College of Law (J.D., 1989, summa cum laude; Order of the Coif; Harno Fellow; Dean’s List)
  • University of Illinois (B.S., 1986, with highest honors; Bronze Tablet; Beta Gamma Sigma; Phi Kappa Phi)
Experience
  • Sidley Austin LLP
Accreditations
  • U.S. District Court, N.D. of Illinois - General
  • U.S. District Court, W.D. of Michigan
  • Illinois
Associations
  • Mark serves on the boards of directors of Chicago Youth Programs and the Benebikira Sisters Foundation.
 
Bradley BermanMorrison  Foster

Bradley Berman

Firm: Morrison & Foerster LLP

Bradley Berman is of counsel in the Capital Markets group at Morrison & Foerster LLP, New York. He advises domestic and non-U.S. issuers on domestic and international securities offerings of structured products linked to equities, commodities and currencies. Previously, his work involved capital-raising debt and equity transactions for large bank holding companies, including several common stock issuances.

Bradley has extensive experience with exchange traded notes and advised a non-U.S. frequent issuer on all of its exchange traded notes over the last three years. He also advises issuers and underwriters on shelf registration statements, medium term note programs and exempt transactions, and has worked on many bank note issuances by state and national banks.

Education
  • Fordham University School of Law, JD
  • Rochester Institute of Technology, BFA
Experience
  • Morrison & Foerster LLP, of counsel
  • Sullivan & Cromwell LLP, of counsel
  • Sidley Austin LLP, associate
  • Cahill Gordon & Reindel LLP, associate
Accreditations
  • Licensed to practice in New York and Connecticut
 
Morgan, Lewis & Bockius LLP

Thomas V. D’Ambrosio

Firm: Morgan, Lewis & Bockius LLP

Thomas V. D’Ambrosio concentrates his practice on structured and complex derivative transactions, including related insolvency and Dodd-Frank regulatory issues. Thomas helps clients structure, negotiate, and analyze the risk inherent in a wide range of derivative products, including equity, debt, credit, commodity, interest rate, currency, and exotic derivatives. His clients range from Fortune 500 corporations, private companies, investment managers and hedge funds, to financial institutions, pension funds, and high net-worth individuals.

Thomas is particularly active in advising enterprises that employ derivatives to hedge risks, monetize assets, and finance the acquisition of assets on favorable terms—with and without the benefits of leverage—including financing issuer equity and debt repurchase programs. He actively represents clients on Dodd–Frank derivative reform. Thomas also represents issuers in public and private sales of equity and debt securities. He advises purchasers and sellers in stock sales, asset sales, and merger transactions; counsels investment managers in leveraged hedge fund investments; and advises pension fund managers and wealthy families with respect to their investments in private funds.

Education
  • Cornell Law School, 1991, J.D., Cum Laude
  • Amherst College, 1988, B.A., Magna Cum Laude
Accreditations
  • New York
  • New Jersey
  • U.S. Supreme Court
  • U.S. District Courts for the Southern, Eastern, Northern, and Western Districts of New York
  • U.S. District Court for the District of New Jersey
Associations
  • Chairman, New York City Bar Association Committee on Futures and Derivatives Regulation (2012–2016), Currently Chairman Emeritus
  • Member, New York City Bar Association Futures and Derivatives Regulation Committee (2009–2016)
  • Member, New York City Bar Association Corporation Law Committee (three year term commencing 2015)
  • Member, New York City Bar Association
 
Andrew FowlerHughes Hubbard & Reed LLP

Andrew F. Fowler

Firm: Hughes Hubbard & Reed LLP

Andrew F. Fowler is partner at Hughes Hubbard & Reed LLP, New York. He has advised on capital markets and corporate transactions aggregating well over $100 billion, and represents U.S. and international issuers and financial institutions in public and private capital markets offerings, general corporate, governance and reporting issues.

With extensive experience with aviation and equipment finance matters, Andrew has represented lessors and underwriters in aircraft portfolio securitizations, EETCs, equity offerings and related structured financings as well as lease transactions and secured loans.  His expertise includes offerings of straight, high-yield and convertible debt, initial public offerings, venture financings, exchange offers, and other public and private equity and debt offerings. He also advises on  project financings and complex structured and secured debt issues.

Andrew handles finance and securities aspects of bankruptcies, corporate restructurings, and distressed debt workouts.  He advises U.S. and international clients with respect to corporate governance, compliance, SEC periodic reporting, the Investment Company Act of 1940, and other securities law and corporate matters.

Andrew was pro bono counsel to a consortium including the Red Cross, UJA Federation and Catholic Charities, coordinating efforts to help those affected by the September 11 attacks. Additionally, he has experience with the legal issues faced by colleges and other educational institutions.

Education
  • Cornell University, JD, cum laude
  • Bard College, BA, high honors
Experience
  • Hughes Hubbard & Reed LLP, partner
  • Skadden, Arps, Slate, Meagher & Flom LLP
  • Milbank, Tweed, Hadley & McCloy LLP
Accreditations
  • Licensed to practice in New York
 
Thomas FranceVenable

Thomas France

Firm: Venable LLP

Thomas France is a partner at Venable® LLP, Tyson’s Corner, Virginia. As a member of the firm’s Corporate Transactional group, his practice is focused on mergers and acquisitions; public and private offerings of equity and debt; franchise transactions; banking, financial services and securities regulations; corporate reorganizations; and the structuring and formation of new ventures.

Tom’s experience encompasses a wide range of industries, including technology, banking, financial services, government contracts and hospitality. His versatile expertise enables him to analyze the goals of his clients, helping in corporate transactions, securities matters, and financial and banking regulatory matters by providing legal advice that fits their particular needs and goals.

Tom is recognized as one the nation’s leading attorneys for business transactions by Chambers USA and for capital-market transactions by Legal 500 U.S. He has also been listed in The Best Lawyers in America, Mergers and Acquisitions Law, as well as selected for inclusion in Virginia Super Lawyers Rising Stars edition.  

Education
  • Washington and Lee University School of Law, JD, cum laude
  • Washington and Lee Law Review, Lead Articles Editor
  • Oregon State University, BA, summa cum laude  
Experience
  • Venable LLP, partner
Accreditations
  • Licensed to practice in the District of Columbia and Virginia
 
Fried, Frank, Harris, Shriver & Jacobson LLP

Stuart H. Gelfond is a partner at Fried Frank and co-head of the firm’s Capital Markets practice. Mr. Gelfond concentrates his practice on corporate finance transactions, including representation of issuers and underwriters, in domestic and international high-yield, investment-grade and convertible debt offerings, acquisition financings, and IPOs. Mr. Gelfond has extensive experience serving as counsel to corporations and broker-dealers on securities, corporate governance and other regulatory issues. He has also been actively involved in corporate restructurings, including acting as lead counsel to ACA Capital Holdings and Sonic Automotive in their corporate reorganizations. He also regularly represents clients in private equity and acquisition transactions.

Mr. Gelfond has been a guest lecturer at New York University’s Stern School of Business, New York Law School and elsewhere on debt covenants, MD&A and accounting, and financial due diligence matters, and speaks regularly on securities law and corporate governance topics for the Practising Law Institute and the New York City Bar.

Mr. Gelfond is consistently recognized by Chambers Global: The World’s Leading Lawyers for Business and Chambers USA: America’s Leading Lawyers for Business as a leading individual in Capital Markets: Debt & Equity (Nationwide). He has been recognized by Chambers USA in Capital Markets: REITs (Nationwide). He is consistently recognized by Legal 500 in Capital Markets: Equity Offerings, Capital Markets: Debt Offerings and Capital Markets: High-Yield Debt Offerings. He is additionally recognized in Capital Markets: Global Offerings.

Mr. Gelfond is President of the Board of Directors of Berkshire Hills Eisenberg Camp, a not-for-profit sleepaway camp for kids and senior citizens, which provides an outdoor, summer, educational and recreational experience for kids and adults of any means in a multi-generational setting.

Education
  • New York University School of Law, JD, (Order of the Coif, editor for the Law Review)
  • The Wharton School at the University of Pennsylvania, BS, magna cum laude
Experience
  • Fried, Frank, Harris, Shriver & Jacobson LLP
Accreditations
  • Licensed to practice in New York.
Associations
  • Securities Regulation Committee, Bar Association of the City of New York
  • President, Board of Directors, Berkshire Hills Camp
 
Shearman & Sterling LLP

Geoffrey Goldman

Firm: Shearman & Sterling LLP

Geoffrey Goldman is a partner in Shearman & Sterling’s New York office. His practice focuses on derivatives, structured products and financial regulation. He has extensive experience with structuring and documenting over-the-counter derivatives transactions, particularly credit and equity derivatives. He has represented clearinghouses and other infrastructure providers for derivatives transactions, and he regularly provides advice with respect to commodities, securities and other regulatory issues related to derivatives and other financial products.

Mr. Goldman also has broad experience representing issuers and underwriters of synthetic and cash-flow collateralized debt obligation transactions. He has advised clients on structuring public and private commodity pools. Clients include major U.S. and foreign financial institutions, clearing organizations and trading facilities, derivatives infrastructure providers, corporate users of derivatives, hedge funds and industry groups.

Education
  • Columbia Law School, J.D., 1996; Editor-in-Chief, Columbia Law Review
  • Stanford University, A.B., 1993
Experience
  • Shearman & Sterling LLP
Accreditations
  • Licensed to practice in New York
Associations
  • American Bar Association, Business Law Section, Derivatives and Futures Law Committee, Member
  • Association of the Bar of the City of New York, Committee on Futures and Derivatives Regulation, Member
 

Jonathan Guest

Firm: The Hereditary Disease Foundation

Jonathan Guest is Chief Executive Officer and Vice President for Legal Affairs at the Hereditary Disease Foundation, based out of New York Presbyterian Hospital in Manhattan.

He has advised early-stage companies on matters of entity selection, capital structure, "angel" and venture capital finance, secured loans, executive compensation, intellectual property protection, and technology licensing. Additionally, he has advised companies engaged in telecommunications, e-commerce and software, and his clients include publicly-traded U.S., Canadian, U.K. and Australian companies involved in pharmaceuticals and drug development, oil and gas, natural resource exploration and production, and commercial real estate.

Jonathan has been a partner at several AmLaw 100 firms, and his extensive experience encompasses federal and state securities law matters encountered by foreign companies seeking to raise capital and have their securities traded in the United States. His focus has included debt and equity finance (public and private offerings, including shelf regulations, registered direct offerings, PIPEs and rights offerings), corporate governance (Sarbanes-Oxley compliance) and domestic and cross-border mergers and acquisitions.

Jonathan was selected as a Massachusetts Super Lawyers, 2004 – 2011, and was listed in Chambers & Partners USA Guide, an annual listing of the leading business lawyers and law firms in the world, 2008 and 2009 editions.
Education
  • Boston University School of Law, LL.M., Taxation  
  • Cornell University Law School, JD
  • Harvard University, Th.M., cum laude  
  • Harvard University, M. Div.  
  • Wesleyan University, BA, cum laude
Experience
  • The Hereditary Disease Foundation
  • McCarter & English, partner
Accreditations
  • Licensed to practice in Massachusetts and before the U.S. District Court, District of Massachusetts
Associations
  • Hereditary Disease Foundation, board of directors
  • New England-Canada Business Council, member
  • Massachusetts Congregational Fund, board of trustees and former president
  • American Congregational Association, board of directors
  • American Bar Association, member
  • Massachusetts Bar Association, member
  • Boston Bar Association, member
  • Boston Bar Association, Corporate Law Committee, co-chair
 
Keir GumbsCovington & Burling

Keir D. Gumbs

Firm: Covington & Burling LLP

Keir Gumbs is a partner at Covington & Burling LLP, Washington, D.C., and vice chair of the Securities & Capital Markets Group. He advises public and private companies, non-profit organizations, institutional investors and other clients in corporate, corporate governance, securities regulation, and transactional matters. His clients include small, medium and large cap companies, non-profit organizations, public pension funds, and other institutional investors. He is widely recognized as a “go-to” expert for a variety of securities law matters, including the Dodd-Frank Act and related rulemakings.

Prior to joining Covington & Burling, Keir was with the SEC. While there he served as Counsel to SEC Commissioner Roel C. Campos, advising the commissioner on matters arising under federal securities law with an emphasis on corporate finance issues under the Securities Act of 1933, issuer reporting obligations under the Securities Exchange Act of 1934, corporate governance developments and SEC enforcement actions. Before serving the commissioner, Keir was a staff attorney and later a Special Counsel in the Office of Chief Counsel in the SEC’s Division of Corporation Finance.

Education
  • University of Pennsylvania Law School, JD
  • The Ohio State University, BA
Experience
  • Covington & Burling LLP, partner
  • U.S. Securities and Exchange Commission, counsel to commissioner
  • U.S. Securities and Exchange Commission, Division of Corporation Finances, Office of Chief, special counsel and attorney-adviser
Accreditations
  • Licensed to practice in the District of Columbia and California
Associations
  • Corporation, Finance, and Securities Law Section of the DC Bar, Chair
  • Society of Corporate Secretaries and Governance Professionals, Board Member
 

Sara Hanks

Firm: CrowdCheck, Inc.

Sara Hanks, co-founder and CEO of CrowdCheck, is an attorney with over 30 years of experience in the corporate and securities field. CrowdCheck provides due diligence, disclosure and compliance services for online capital formation. Its services help entrepreneurs and project sponsors through the disclosure and due diligence process, give investors the information they need to make an informed investment decision and avoid fraud and help intermediaries avoid liability.

Sara’s prior position was General Counsel of the bipartisan Congressional Oversight Panel, the overseer of the Troubled Asset Relief Program (TARP). Prior to that, Sara spent many years as a partner of Clifford Chance, one of the world’s largest law firms. While at Clifford Chance, she advised on capital markets transactions and corporate matters for companies throughout the world. Sara began her career with the London law firm Norton Rose. She later joined the Securities and Exchange Commission and as Chief of the Office of International Corporate Finance led the team drafting regulations that put into place a new generation of rules governing the capital-raising process.

Sara received her law degree from Oxford University and is a member of the New York and DC bars and a Solicitor of the Supreme Court of England and Wales. She serves as co-Chair of the SEC’s Advisory Council on Small and Emerging Companies. She holds a Series 65 securities license as a registered investment advisor. Sara is an aunt, Army wife, skier, cyclist, gardener and animal lover.

Education
  • MA Jurisprudence. Oxford University
Experience
  • Norton Rose
  • Securities Exchange Commission, Chief of the Office of International Corporate Finance: led the team drafting regulations that put into place a new generation of rules governing the capital-raising process
  • Clifford Chance, Partner: capital markets transactions and corporate matters for companies
  • General Counsel of bipartisan Congressional Oversight Panel, overseer of Troubled Asset relief Program (TARP)
  • Co-Founder and CEO of CrowdCheck
Accreditations
  • Bar Admissions – New York and D.C.
  • Solicitor of the Supreme Court of England and Wales
  • Series 65 license holder
Associations
  • co-Chair of the SEC’s Advisory Council on Small and Emerging Companies
 
Lloyd HarmetzMorrison  Foster

Lloyd S. Harmetz

Firm: Morrison & Foerster LLP

Lloyd Harmetz is a partner at Morrison & Foerster LLP, New York. His practice concentration is on securities offerings and other capital market transactions for U.S. and non-U.S. companies, focusing on securities offerings by financial institutions, including investment grade securities and structured products linked to equities, commodities, interest rates and other underlying assets. He also specializes in structuring continuous offering programs that are registered under the Securities Act, or that are exempt from registration under Regulation S, Rule 144A and Section 3(a)(2) of the Securities Act.

Lloyd’s experience encompasses public offerings, private placements and PIPEs offerings of equity and debt securities, in which he represents both issuers and underwriters. Many of the transactions that Lloyd has participated in have involved companies in technology-driven industries—internet infrastructure and content, computer software development, life sciences, medical care products and telecommunications.

His counseling practice includes advice on all aspects of the U.S. securities laws, corporate governance and other corporate matters, and he is the co-author of the book, Considerations for Foreign Banks Financing in the U.S. (2014).

Education
  • Columbia Law School, JD
  • University of Albany, State University of New York, BA
Experience
  • Morrison Foerster LLP, partner
  • Fischer, Behar, Chen & Co., Tel Aviv, Israel
  • Skadden, Arps, Slate, Meagher & Flom LLP, associate
Accreditations
  • Licensed to practice in New York
 

Joshua Horn

Firm: Fox Rothschild LLP

Joshua Horn is a partner in the Philadelphia office of Fox Rothschild LLP and co-chair of the Securities Industry Practice. He represents major financial services companies in matters throughout the country. He also represents financial advisory companies, individual advisors, and counselors in FINRA examinations, enforcement and arbitrations. Joshua has also represented individual brokers on disciplinary matters before FINRA and state securities commissions, and has represented companies and individuals in SEC investigations. Joshua’s practice also includes the representation of the premier merchant card processing company in various matters, including class actions, throughout the country. Joshua is also a member of Fox’s Cannabis Practice, a multidisciplinary team that serves the needs of businesses in the rapidly expanding and highly regulated market for legalized cannabis. Fox attorneys are experienced in counseling legalized cannabis growers, distributors, processors, investors and others, including those supplying ancillary products and services.

A prolific author on topics in his field, Joshua has been a contributor to the Appraisal Institute Newsletter, The Legal Intelligencer, the Temple Law Review and recently contributed a chapter for Inside the Minds titled, "SEC Enforcement and Securities Law in the Wake of the Financial Crisis." Joshua is also a frequent blogger on the Securities Compliance Sentinel.

Education
  • Widener University School of Law (J.D.)
  • Skidmore College (B.A.)
Experience
  • Fox Rothschild LLP
  • Linton & Giannascoli, P.C.
Accreditations
  • Pennsylvania
  • New York
  • U.S. Court of Appeals, Third Circuit
  • U.S. Court of Appeals, Fourth Circuit
  • U.S. District Court, Eastern District of Pennsylvania
  • U.S. District Court, Middle District of Pennsylvania
  • U.S. District Court, District of Colorado
Associations
  • National Cannabis Bar Association
  • The Chapel of Four Chaplains
  • The Shipley School Alumni Council
 
Sidley Austin LLP

David Katz

Firm: Sidley Austin LLP

David Katz practices in the Securities & Derivatives Enforcement and Regulatory group in the firm’s New York office. He regularly advises major domestic and international corporations, top-tier/mid-size/boutique investment banking firms (domestic and foreign), commercial banks (domestic and foreign), electronic (securities and swap) trading systems and electronic communication networks, market-making firms, other proprietary trading firms, securities borrowing and lending conduits, prime brokerage firms, and private investment fund (hedge fund and private equity fund) complexes in respect of Federal and State broker-dealer regulatory matters, and applicable self-regulatory organization (SRO) matters, including merger and acquisition transactions, restructuring and business expansion matters, trading issues, Federal and State investment adviser regulatory matters and general securities law matters. David advises clients on, among other things, Securities and Exchange Commission (SEC) financial responsibility rules (net capital and customer protection rules), foreign broker-dealer/cross-border requirements (SEC Rule 15a-6 and related SEC guidance), margin rules (including SRO requirements and arranged financing issues), books and records requirements (including electronic recordkeeping issues), general broker-dealer registration (and SRO membership), successor registration, and material change in business operations and change in ownership/control requirements, dealer/trader/finder issues, fee payment/splitting issues, underwriting issues (open contractual commitment, capital financing, FINRA corporate financing and conflicts of interest, fixed price offering, and new issues/IPO allocation/spinning requirements), research requirements (including SRO “blackout” requirements and third-party distribution requirements under SRO rules and Regulation AC), sales literature issues, trading issues (including short-sale and front running requirements), Large Trader Reporting requirements, SEC risk assessment requirements and implications for effecting transactions involving security-based swaps.

Education
  • New York Law School (J.D., 1983)
  • Columbia University (M.A., 2002)
  • The University of Chicago (M.B.A., 1993)
  • Lehigh University (B.A., 1980, with honors)
Experience
  • Sidley Austin LLP
Accreditations
  • U.S. District Court, District of New Jersey
  • U.S. District Court, E.D. of New York
  • U.S. District Court, S.D. of New York
  • New Jersey
  • New York
Associations
  • American Bar Association, Section of Business Law; Committee on Federal Regulation of Securities; Subcommittees on FINRA Corporate Financing Rules (Past Chair) and Market Regulation; Committee on State Regulation of Securities; Subcommittee on State Broker-Dealers and Investment Advisers (Co-Chair)
  • Association of the Bar of the City of New York
 
Eleazer KleinSchulte Roth

Eleazer Klein

Firm: Schulte Roth & Zabel LLP

Eleazer Klein is a partner and co-head of the firm’s global Shareholder Activism Group at Schulte Roth & Zabel LLP, New York where he practices in the areas of securities law, M&A and regulatory compliance. Ele is best known for his expertise since the early 1990s in the development and implementation of alternative investment structures for private equity investments and, specifically, the structuring and negotiating of private investments in public equity, or PIPEs, and related products including Registered Direct offerings, Convertible 144A offerings, Reverse Mergers, Equity Lines and SPACs.

Ele currently works on approximately 200 PIPE or PIPE market-related transactions every year for some of the largest private investment groups and investment banks in the United States and abroad. In addition, Ele advises clients on initial public offerings and secondary offerings, venture capital financing, indenture defaults and interpretation, and activist investing, as well as counseling clients in the regulatory areas of short-selling, Sections 13 and 16, Rule 144, insider trading and Regulation M/Rule 105.

Ele was named to the inaugural The DealFlow Power 20 list for being a top influencer in the small cap financing market. He is a leading source for business journalists and business news organizations, as well as a contributing author to PIPEs: A Guide to Private Investments in Public Equity, a leading treatise in the PIPEs arena published by Bloomberg Press.

Ele received his J.D. from Yale Law School, where he was senior editor of The Yale Law Journal, and his B.S., summa cum laude, from Brooklyn College.

Education
  • Yale Law School, J.D.
    The Yale Law Journal, Senior Editor
    Yale University Graduate and Professional Senate, Law School Senator
  • Brooklyn College, CUNY, B.S., summa cum laude
Experience
  • Partner, Schulte Roth & Zabel LLP
  • Davis Polk & Wardwell
Accreditations
  • Licensed to practice law in New York and Connecticut
Associations
  • American Bar Association
  • New York City Bar Association
  • Securities Regulation Committee
 

Scott Matasar

Firm: Matasar Jacobs LLC

Scott Matasar is a partner at Matasar Jacobs LLC in Cleveland, Ohio. He has nearly 20 years’ experience as a securities regulatory and litigation attorney. His clients include Fortune 500 financial institutions, broker/dealer entities, Registered Investment Advisors, independent financial advisory practices and their employees.

Scott maintains a broad practice, particularly focused on representing broker/dealers, life insurance carriers and other financial institutions and professionals in litigation and arbitration defense, regulatory enforcement matters, recruiting disputes and structuring the purchases and sales of advisory practices.

Education
  • B.A., Columbia College, Columbia University
  • J.D., Boston University School of Law
Experience
  • Matasar Jacobs LLC
  • Calfee, Halter & Griswold LLP
  • Wilentz, Goldman & Spitzer
Accreditations
  • Licensed to practice as a member of the state Bars of Ohio, New York, New Jersey and Maryland
  • Admitted to U.S. District Courts for Southern District of New York, Eastern District of New York, Eastern District of Michigan and Northern District of Ohio
 

Eugene W. McDermott

Firm: Locke Lord LLP

Eugene W. McDermott, Jr. is a partner at Locke Lord LLP, based in its Providence, RI office. His practice focuses on capital markets and securities transactions, corporate governance, SEC reporting requirements, mergers and acquisitions and general corporate representation. He represents public and private companies in corporate and corporate governance matters and in their capital raising activities, including registered offerings, Rule 144A transactions, Regulation D offerings and other private placements.

Education
  • Georgetown University Law Center, J.D., magna cum laude
  • Stanford University, A.B., International Relations
Experience
  • Locke Lord LLP
  • Cleary Gottlieb Steen & Hamilton LLP (New York and London)
  • Law Clerk for Justice Warren Matthews, State of Alaska Supreme Court
Accreditations
  • Licensed in New York and Rhode Island
Associations
  • Member, New York State Bar Association
  • Member, Rhode Island Bar Association
 

Matthew Merkle

Firm: Kirkland & Ellis LLP

Matthew Merkle is a capital markets partner in the London office of Kirkland & Ellis. Matthew represents private equity sponsors, issuers and investment banks in high yield debt offerings in connection with leveraged buyouts and other complex financings in Europe, the United States and emerging markets.

Matthew has represented many private equity sponsors in cross-border financings, including Bain Capital, Advent International, The Carlyle Group, KKR, TowerBrook Capital Partners, Goldman Sachs Merchant Banking, Altor, Apollo, The Blackstone Group, Cinven and Lion Capital, as well as numerous underwriting investment banks. Most recently, Matthew represented a consortium of private equity funds comprised of Bain Capital, Advent International and Clessidra on an offering of €1.1 billion of high yield bonds issued to finance the consortium’s acquisition of an Italian payments and banking group. This transaction was named “High Yield Deal of the Year” at the 2015 International Financial Law Review Europe Awards.

Education
  • J.D. Harvard Law School (Editor and business manager of the Harvard Journal of Law and Public Policy)
  • B.A. in Asian Studies from Vanderbilt University
Experience
  • Kirkland & Ellis International LLP, Partner
  • Kleinberg, Kaplan, Wolff & Cohen, P.C., Associate
  • Cravath, Swaine & Moore LLP, Associate
Accreditations
  • Admitted to practice in New York
 
David MittelmanReed Smith

David Mittelman

Firm: Reed Smith LLP

David Mittelman is a partner at Reed Smith, San Francisco. He advises public companies and related persons on the interpretation and application of disclosure and compliance issues under the federal securities laws, including the Sarbanes-Oxley Act, the Dodd-Frank Act, and the JOBS Act. He regularly represents companies, directors, officers, shareholders, and investors regarding securities transactions, corporate governance, and SEC matters, and he is a deputy leader of Reed Smith’s Securities and Capital Markets team.

Before Reed Smith, David was with the Division of Corporation Finance of the United States Securities & Exchange Commission, where he served as Legal Branch Chief overseeing reviews of IPOs, resales, 10-Ks, and many other types of SEC filings made by domestic and foreign registrants. Prior to becoming Legal Branch Chief, he served in the Office of Mergers & Acquisitions reviewing filings and answering interpretive questions regarding tender offers, proxy contests, going private transactions, and beneficial ownership reporting.

David frequently writes and speaks on SEC developments and securities trends. He’s been recognized by Law360 as a Corporate Finance Rising Star and a BTI Client Service All-Star, and honored with the SEC Capital Markets Award. 

Education
  • New York University School of Law, LL.M., Taxation
  • Suffolk University Law School, JD, magna cum laude
  • Suffolk University Law Review
  • National Securities Law Moot Court Team
  • Boston College, B.A.
Experience
  • Reed Smith LLP, partner
  • United States Securities and Exchange Commission, Division of Corporation Finance
Accreditations
  • Licensed to practice in California and New York
Associations
  • American Bar Association, Federal Regulation of Securities
  • Association of Securities and Exchange Commission Alumni
  • California State Bar, Business Law Section
  • Society of Corporate Secretaries & Governance Professionals
  • TheCorporateCounsel.net, Advisory Board
 
Covington & Burling

Donald Murray

Firm: Covington & Burling LLP

Don Murray is a partner in the New York office of Covington & Burling LLP and chairs the firm’s Securities and Capital Markets practice group. Don advises investment banks and issuers in capital markets transactions ranging from initial public offerings and follow-on equity offerings to convertible, high-yield and investment grade debt offerings. He has extensive experience in the biotech, medtech, specialty pharma, “tools” and other sectors of the health care industry, in both corporate financing and corporate collaborations transactions.

Don also advises clients on disclosure and other general securities laws matters and on corporate governance requirements and “best practices.”

Education
  • Catholic University, JD, 1984
  • University of Notre Dame, BS (Microbiology), 1980
Experience
  • Covington & Burling LLP, partner
  • Dewey & LeBoeuf LLP, partner
  • Dewey Ballantine LLP, partner, associate
Accreditations
  • Admitted to practice in New York
Associations
  • American Bar Association
  • New York State Bar Association
  • Member of the Board of Directors of The Literacy Assistance Center, a not-for-profit organization that provides literacy education support to adults, out-of-school youths and families, brightening their employment and social prospects. Mr. Murray provided pro bono services to this organization for six years prior to joining the board.
 
K & L Gates LLP

Anthony Nolan

Firm: K&L Gates LLP

Anthony Nolan, a finance partner in K&L Gates LLP’s New York office and a practice area leader for the firm’s global finance practice, has a domestic and international practice that emphasizes lending transactions, fixed income securities, structured finance, structured products, and derivatives. He often works at the intersection of finance and investment management, including trading and regulation of swaps and security-based swaps, loan trading, securities lending, and repo as well as traditional borrowing and leverage transactions.

Nolan has significant experience in securities laws affecting asset-backed securities, corporate debt securities, and security-based swaps; commodity futures laws impacting swaps and commodity pool participants; and banking laws that regulate the derivatives and securities activities of depository institutions and their affiliates including under the Volcker Rule.

He regularly advises clients in transactions involving the financial services, energy, transportation, equipment leasing, manufacturing, health care, and real estate industries, and his structured finance experience encompasses cash and synthetic securitizations and covers a variety of financial assets, including commercial loans and loan participations, aircraft and equipment leases, and many types of consumer assets.

Education
  • M.A., University of Oxford, 1992
  • J.D., Columbia Law School, 1991, (Harlan Fiske Stone Scholar; articles editor, Columbia Journal of Transnational Law)
  • B.A., University of Oxford
Experience
  • K&L Gates LLP, Partner
Accreditations
  • Licensed to practice in New York
 

Jon Ocker is chair of Orrick’s destination Compensation and Benefits group. He specializes in advising public companies, boards of directors and high profile executives on compensation and corporate governance issues.

Jon is often referred to as the “CD&A/Say on Pay Doctor.” Jon is the only lawyer known to have represented chip war adversaries Intel and Advanced Micro Devices simultaneously. When Jon advises clients to not do something, they generally listen.

Jon is also the founder of Orrick’s Global Corporate Solutions consisting of global employment, global equity, global retirement and Verbatim’s global subsidiary maintenance. The signature of these solutions is their unique “global services” single point of contact, strong project management and fixed fee approach to working together with multinational clients to achieve their objectives as a virtual in-house resource in more than 130 jurisdictions.

Before joining the firm, Jon was a partner in the Employee Benefits Practice Group of Pillsbury, Madison & Sutro LLP and was associated with the Kirkland & Ellis firm in Chicago, Illinois.

Education
  • J.D., Washington University School of Law, 1978
  • B.A., University of Wisconsin-Madison, 1975
Experience
  • Kirkland and Ellis
  • Pillsbury, Madison & Sutro
Accreditations
  • California
  • Illinois
Associations
  • State Bar of California
  • Illinois State Bar Association
  • American Bar Association: Business Law and Tax Sections
  • American College of Employee Benefits Lawyers
  • Society of Corporate Secretaries & Governance Professionals
 
Edward J. O’Connell

Edward J. O’Connell

Firm: Lord Securities Corporation

Ed O’Connell is General Counsel and a Senior Vice President of Lord Securities Corporation and an Adjunct Professor at Fordham Law School.  Ed has formerly been a partner at several AMLAW 100 law firms.  His practice has been concentrated in the areas of structured finance and derivatives. Ed is a frequent speaker and writer on the subjects of structured finance and derivatives. Recent articles include “An Overview of CDO Transactions,” The Review of Securities and Commodities Regulation (April 2, 2008); “ABCs of Synthetics ABS,” Journal of Structured Finance (Spring 2006); “Tracking the Growing Popularity of CDOs of ABS,” Capital Markets (June/July 2005); and “Understanding ISDA's Credit Derivative Rules,” International Financial Law Review (August 2003).

Education
  • Fordham University, J.D.
  • Wagner College, B.S.
Experience
  • Lord Securities Corporation
  • Fordham Law School, Adjunct Professor
  • Jones Day, partner
Accreditations
  • Licensed to practice in New York
Associations
  • Adjunct Professor at Fordham Law School
 
K & L Gates LLP

Lawrence Patent

Firm: K&L Gates LLP

Lawrence Patent, Of counsel in the Washington, D.C., office of global law firm K&L Gates LLP, counsels businesses with respect to commodity interest trading compliance and the legal requirements governing trading in over-the-counter derivatives and exchange-traded futures, including both international and U.S. markets. His clients include, among others, hedge funds, currency dealers, commodity pool operators, commodity trading advisors, futures commission merchants, and introducing brokers.

He services diverse client needs, including advice regarding the registration, disclosure, and other regulatory requirements of the Commodity Futures Trading Commission (CFTC) and National Futures Association, preparation of internal compliance procedures and policies for trading operations, time-sensitive legal advice concerning particular market positions and strategies, and compliance training.

Patent joined K&L Gates in 2008 after serving more than 30 years as an attorney with the CFTC, the last five as the Deputy Director of the Division of Clearing and Intermediary Oversight.

Education
  • J.D., Georgetown University Law Center, 1977
  • B.A., Williams College, 1974, (cum laude)
Experience
  • K&L Gates, Of Counsel
Accreditations
  • Licensed to practice in the District of Columbia
 
Shearman & Sterling LLP

Donna Parisi

Firm: Shearman & Sterling LLP

Donna Parisi is a partner, Co-Practice Group Leader of Shearman & Sterling’s Asset Management Group (which includes the firm’s Derivatives & Structured Products team), Global Co-Head of Financial Institutions and former member of the firm’s Executive Group. Ms. Parisi’s practice focuses on derivative, structured product, securitization, capital market and commodities matters. Legal directories such as Chambers Global, Chambers USA, Legal 500 US and IFLR 1000 have for several years consistently ranked Ms. Parisi as a leader in her field. Ms. Parisi has also been shortlisted for an award in the category of ‘Best in Structured Finance (including Securitization & Derivatives)’ Euromoney Legal Media Group Americas Women in Business Law Awards, in 2013, 2014, 2015 and 2016.

Specifically, Ms. Parisi has assisted clients in the development and structuring of new financial products and is experienced in the negotiation and documentation of a variety of OTC derivative transactions, including equity, credit, hedge fund, fixed income, commodity and currency swaps and options, synthetic CDOs, structured products and hybrid financial instruments, as well as prime brokerage, debt trading and other cash and synthetic trading documentation. In addition, she has counseled clients on a variety of regulatory and compliance issues involving OTC derivative transactions. Ms. Parisi’s practice also includes the exchange-traded futures and options markets where she has advised a range of futures market professionals. Ms. Parisi has developed, documented and implemented risk management strategies, policies and procedures for clients in both the OTC and exchange-traded derivative markets.

Ms. Parisi has been actively involved in helping to shape, analyze and comment upon the global regulatory reforms that have followed from the recent financial crisis.

Education
  • Boston College Law School, J.D., magna cum laude, 1993, Order of the Coif
  • Vassar College, B.A., 1989
Experience
  • Shearman & Sterling LLP
  • Cadwalader, Wickersham and Taft
Accreditations
  • Licensed to practice in New York
Associations
  • American Bar Association, member
  • Committee on Commodities and Futures Law, New York State Bar Association, member
  • The Association of the Bar of the City of New York, member
 
Anna PinedoMorrison  Foster

Anna Pinedo

Firm: Morrison & Foerster LLP

Anna T. Pinedo is a partner at Morrison & Foerster LLP, New York. She has concentrated her practice on securities and derivatives, representing issuers, investment banks/financial intermediaries, and investors in financing transactions, including public offerings and private placements of equity and debt securities, structured notes and other structured products. Anna works closely with financial institutions to create and structure innovative financing techniques, including new securities distribution methodologies and financial products. She has particular financing expertise in certain industries, working with technology-based companies, telecommunications companies, healthcare companies, financial institutions, REITs and consumer finance companies.

Anna also has worked closely with foreign private issuers in their securities offerings in the United States and in the Euro markets, and has worked with financial institutions regarding international offerings of equity and debt securities, equity- and credit-linked notes, hybrid and structured products and medium-term note and commercial paper programs.

Education
  • University of Chicago Law School, JD
  • Georgetown University, BSFS
Experience
  • Morrison & Foerster LLP, partner
Accreditations
  • Licensed to practice in New York
Associations
  • American Bar Association, member, Committee on the Federal Regulation of Securities, subcommittee on Disclosure and Continuous Reporting, subcommittee on Securities Registration, Task Force on the Future of Securities Regulation, and chair of the subcommittee on the Annual Review of Federal Regulation of Securities, and member of the Committee on Regulation of Futures and Derivatives Instruments
  • Member of the ISDA Joint Associations Committee, Documentation Committee and Dodd-Frank Compliance Committee
 
Robert RappCalfee, Halter & Griswold LLP

Robert Rapp

Firm: Calfee, Halter & Griswold LLP

Robert Rapp is Senior Counsel in the Securities and Capital Markets practice at Calfee, Halter & Griswold LLP,  Cleveland, Ohio. He handles financial market regulatory, compliance and related administrative and civil litigation matters for a wide range of market participants and financial intermediaries, as well as complex market-related litigation in state and federal courts. 

A noted author in the field of securities law and financial market regulation, Bob’s work has been published in numerous law journals and cited by courts including the United States Supreme Court. He lectures frequently on capital markets issues, and as Distinguished Practitioner in Residence at the Case Western Reserve University School of Law he teaches “Law, Theory and Practice in Financial Markets.” Bob previously served as a public member of the former NASD Legal Advisory Board, and currently is a member of the Market Operations Review Committee for the NASDAQ Stock Market LLC, NASDAQ OMX-BX (the former Boston Stock Exchange), and NASDAQ OMX-PHLX (the former Philadelphia Stock Exchange).

Bob is the author of Blue Sky Regulation (LexisNexis Matthew Bender), the definitive treatise on state securities regulation in the United States, and is a principal contributing author for Federal Securities Act of 1933 (Matthew Bender LexisNexis).

Education
  • Case Western Reserve University, JD
  • Cleveland State University, MBA
  • Case Western Reserve University, BA
Experience
  • Calfee, Halter & Griswold LLP, Senior Counsel
  • Case Western Reserve University, Distinguished Practitioner in Residence
  • Cornell Law School, practitioner in residence
Accreditations
  • Licensed to practice in Ohio and admitted to practice in the U.S. Supreme Court, the United States Court of Appeals for the Sixth Circuit and United States District Courts for Northern Ohio, Southern Ohio and Western Pennsylvania
Associations
  • American Bar Association Section of Business Law; Committee on Federal Regulation of Securities; Committee on State Regulation of Securities; Sub-Committee on Broker-Dealer Regulation; American Bar Association Section of Litigation; Committee on Securities Litigation
 
Michael RaveDay Pitney

Michael T. Rave

Firm: Day Pitney LLP

Michael Rave is a partner at Day Pitney LLP, Parsippany, New Jersey. As chair of the firm’s Capital Markets practice group, he concentrates his practice on public and private capital markets transactions, mergers & acquisitions (M&A), securities and corporate law.

He advises public companies on federal securities law compliance and corporate governance, as well as advising financial institutions on state and federal regulatory issues. Michael has represented a wide range of clients in various industries, including banking, financial services, insurance, pharmaceuticals, hospitality, manufacturing, health care devices, alternative energy, semiconductor technologies and energy.

Michael has been chosen for inclusion in the Chambers USA Legal Directory as a leading corporate and mergers and acquisitions attorney in New Jersey (2008 – 2012) and in The Best Lawyers in America, Corporate Governance and Compliance Law (2009 – 2013). He’s also been recognized as a New Jersey Super Lawyer in the area of mergers & acquisitions (2008 – 2012), and was named by New Jersey Law Journal as one of the top "40 under 40" (2006).

Education
  • Catholic University of America, Columbus School of Law, JD
  • Catholic University of America, BA 
Experience
  • Day Pitney LLP, partner
  • Hon. Edward M. Coleman, Superior Court of New Jersey, Somerset County, law clerk
Accreditations
  • Licensed to practice in New Jersey
Associations
  • New Jersey Corporation and Business Law Study Commission, chairman
  • American Bar Association, Committee on Federal Regulation of Securities and Subcommittee on Corporate Governance
  • American Bar Association, Mergers & Acquisitions Market Trends Subcommittee of Mergers & Acquisitions Committee
 

Manny Rivera

Firm: Norton Rose Fulbright

Manny Rivera is Senior Counsel in the M&A/Securities Group of Norton Rose Fulbright in New York City. He concentrates his practice on representing corporate issuers and investors in domestic and cross-border equity and debt capital markets transactions and acting for buyers and sellers in complex mergers and acquisitions. In recent years, his transactional experience has primarily involved companies in energy, retail and technology businesses, and has included cross-border transactions involving parties in Latin America and Europe. In addition, he regularly advises US public companies and foreign private issuers concerning securities law compliance issues and corporate governance best practices.

Education
  • Harvard Law School, JD
  • Baruch College/City University of New York, MBA
  • Yale University, BA
Experience
  • Norton Rose Fulbright (Fulbright& Jaworski LLP)
  • Hughes Hubbard & Reed LLP
  • Winthrop, Stimson, Putnam & Roberts (now Pillsbury Winthrop)
Accreditations
  • Licensed to practice in the State of New York and the District of Columbia
Associations
  • American Bar Association, member
  • New York Bar Association, member
  • Puerto Rican Bar Association, member
  • Society of Corporate Secretaries & Governance Professionals, member
 

David E. Robbins

Firm: Kaufmann Gildin & Robbins LLP

David E. Robbins is a partner in the New York City law firm of Kaufmann Gildin & Robbins LLP and specializes in commercial arbitration, mediation and the representation of parties before regulatory agencies. He represents investors, brokers and firms and is a mediator and arbitrator. He is also an expert witness in malpractice and billing cases arising out of securities arbitrations. He has been responsible for the return of tens of millions of dollars to investors and has represented countless brokers accused of wrongdoing. Mr. Robbins served as Special Deputy Attorney General of New York State, responsible for the civil and criminal prosecution of securities fraud cases. He was with the American Stock Exchange as its Director of the Compliance Department and Director of the Legal and Regulatory Policy Division, where his responsibilities included being Director of Arbitration and Director of Disciplinary Hearings. He has the highest Peer Review Rating (AV) from Martindale-Hubbell and has been named a Super Lawyer.

Mr. Robbins is the author of Securities Arbitration Procedure Manual (Dec. 2015 Matthew Bender, a division of Lexis Publishing), the primary text in this area of the law for over 25 years. Since 1995, Mr. Robbins has written the annual Practice Commentaries to McKinney’s Consolidated Laws of New York, in Article 23-A of the General Business Law, on securities arbitration and mediation for New York attorneys. He has written approximately 70 articles on securities law.

Mr. Robbins served as the Chairperson for 23 Practicing Law Institute (PLI) continuing education programs on securities arbitration and mediation. He also edited and contributed to the program’s course books. He is the recipient of the Public Investors Arbitration Bar Association (PIABA) lifetime achievement Golden Bow Tie Award in honor of one of its former presidents. The American Arbitration Association published his chapter: “Calling All Arbitrators: Reclaim Control of the Arbitration Process – The Courts Let You” for its 2015 Handbook on Arbitration Practice (2nd Ed.)

Education
  • Villanova University School of Law, J.D.
  • Syracuse University, B.A. magna cum laude
Experience
  • Special Deputy Attorney General, Securities Division, New York Department of Law
  • American Stock Exchange - Director of the Compliance Department and Director of the Legal and Regulatory Policy Division
  • Kaufmann Gildin & Robbins, LLP - Partner
Accreditations
  • Admitted to practice - New York, U.S. District Court Southern District of NY, U.S. District Court Eastern District of New York
Associations
  • Co-Chair - New York State Bar Association Program on Securities Arbitration
  • Member - New York City Bar Association
  • Public Investors Arbitration Bar Association (PIABA)
  • Compliance and Legal Division of the Securities Industry and Financial Markets Association (SIFMA)
 
Gretchen Passe RoinWilmerHale

Gretchen Passe Roin

Firm: WilmerHale

Gretchen Passe Roin represents both registered and unregistered investment companies and investment advisers. She works with a wide range of registered fund structures, including open- and closed-end mutual funds, ETFs, money market funds, target date funds, variable annuity and life insurance funds. Her representation of unregistered funds focuses on hedge funds and stable value funds, though she also works with venture capital and private equity fund managers to determine eligibility for and compliance with exemptions from registration of their advisory business and/or funds with the SEC.

Ms. Passe Roin has substantial experience helping hedge funds and proprietary trading desks address regulators’ evolving concerns with algorithmic and high-frequency trading strategies. Her representation of fund boards and advisers includes addressing a range of questions on the federal securities laws, generally, and specific issues such as liquidity, credit quality, leverage, derivatives, securities lending and fair valuation. She also advises on the development and testing of compliance policies for insider trading, money laundering, market manipulation, pay-to-play arrangements, misuse of expert networks and whistleblower reprisal.

Education
  • Harvard Law School, J.D.
  • Harvard College, B.A., magna cum laude
Experience
  • WilmerHale
Accreditations
  • Licensed to practice in Massachusetts
 

Suzanne Rothwell

Firm: Suzanne Rothwell, Attorney at Law

Suzanne Rothwell is an independent consultant to Skadden, Arps, Slate, Meagher and Flom LLP and other law firms, specializing in compliance with SEC and FINRA rules regulating broker/dealer participation in public offerings of securities, SEC Regulation M, stock exchange listing and corporate governance requirements, and issues related to public offerings of unlisted real estate investment trust securities.

Suzanne previously had a twenty-year career at FINRA (then the NASD), initially serving in the Corporate Financing Department and went on to serve in increasingly responsible positions during which she was Associate Director, Corporate Financing, then Associate General Counsel for ten years with responsibility for all NASD/Nasdaq rulemaking, which was followed by four years as Chief Counsel of the Corporate Financing Department and Special Counsel to The Nasdaq Stock Market. Suzanne worked on a broad spectrum of issues with both the policy and enforcement staffs, which included clearance and settlement requirements, broker/dealer advertising, underwriting regulation, market listing and corporate governance standards, the development of the Rule 144A market and the TRACE reporting system for debt securities, and other broker/dealer conduct regulations. Suzanne Rothwell joined Skadden, Arps, Slate, Meagher & Flom LLP’s Washington, D.C. office as Counsel from 2001 to 2010, where she was a member of the firm’s Corporate Finance and Securities Regulation Group. In that position, Suzanne provided compliance advice to major Wall Street investment banks on the underwriting of public and other matters and to US and non-US companies on compliance with stock exchange listing and corporate governance standards, including representing companies in market delisting hearings.

Suzanne was instrumental in forming the FINRA Corporate Financing Rules Subcommittee of the Federal Regulation of Securities Committee of the American Bar Association, and participated in the preparation of many ABA comment letters submitted to FINRA and the SEC on rulemaking proposals for several ABA Subcommittees.

Education
  • The George Washington University, Washington, DC
    • Juris Doctor, The National Law Center
    • Master of Business Administration in Finance and Investments, The School of Government and Business Administration
    • Bachelor of Business Administration - With Distinction, The School of Government and Business Administration
Experience
  • Financial Industry Regulatory Authority, Inc. (formerly National Association of Securities Dealers)
  • Skadden, Arps, Slate, Meagher & Flom LLP, Counsel, Washington, DC Office
  • Rothwell Consulting LLC
Accreditations
  • Licensed to practice in the District of Columbia and before the U.S. Court of Appeals for the District of Columbia, U.S. District Court, and District of Columbia Court of Appeals.
Associations
  • District of Columbia Bar Association, member
  • American Bar Association: member Business Law Section, Federal Regulation of Securities and Corporate Governance Committees, and former Chair of FINRA Corporate Financing Rules Subcommittee: member Disclosure and Continuous Reporting, International Securities Matters, Listing Standards of Self-Regulatory Organizations and Securities Registration Subcommittees.
 
Adriana SchwartzSchulte Roth

Adriana Schwartz

Firm: Schulte Roth & Zabel LLP

Adriana Schwartz is a special counsel at Schulte Roth & Zabel LLP, New York, and practices in the securities law and regulatory and compliance areas. She represents some of the largest private investment groups and investment banks in the United States and abroad in private investments in public and private companies, including private investments in public equity (PIPEs), special purpose acquisition companies (SPACs), reverse-merger transactions, equity lines and Reg S and Rule 144A offerings.

Adriana also advises clients on indenture interpretation and defaults and shareholder activism, as well as regulatory and compliance matters in the areas of Sections 13 and 16, Rule 144, insider trading and Regulation M/Rule 105.

Education
  • Brooklyn Law School, JD, cum laude
  • Brooklyn Journal of International Law, member
  • University of Rochester, BA, cum laude
Experience
  • Schulte Roth & Zabel LLP, associate
Accreditations
  • Licensed to practice in New York
Associations
  • American Bar Association
  • New York City Bar Association
 
Steven SiesserLowenstein Sandler

Steven Siesser

Firm: Lowenstein Sandler LLP

Steven Siesser, a partner at Lowenstein Sandler LLP, is co-head of the firm’s New York City office and co-chair of the Transactions and Advisory Group.  He is also chairman of the firm’s Specialty Finance Group through which he represents investment funds, including private equity, mezzanine and hedge funds, in handling their transactional work, and investment banks, where they act either as agent or investor.

Steven’s wide range of experience encompasses fund-specific experience, both representing and consulting in private debt and equity financing transactions, senior secured and mezzanine debt financing, control acquisitions, leveraged buyouts, management buyouts, Private Investments in Public Equities (PIPEs), Registered Direct placements (RDs), and reverse mergers. He also serves as outside general counsel to public and large private, often family-owned, companies; manufacturing, distribution and services industries; and a particular focus on companies in the consumer products, food and healthcare industries.  Recently, Steven also has been involved in some of the firm's largest private equity sponsored LBO transactions, representing the lead equity sponsor or their portfolio companies.

Education
  • George Washington University, JD, MA and BA
Experience
  • Lowenstein Sandler, partner
Accreditations
  • Licensed to practice in New York and New Jersey
Associations
  • American Bar Association
  • New York State Bar Association
  • New Jersey State Bar Association
  • Seton Hall University School of Law, Mergers and Acquisitions, adjunct professor 
 
Patrick SimpsonPerkins Coie LLP

Patrick Simpson

Firm: Perkins Coie LLP

Patrick Simpson is an of counsel in the corporate finance group of Perkins Coie LLP, an international law firm. He has over 40 years of experience and has represented public and private companies in mergers and acquisitions, corporate governance and financing transactions. He is a former chair of the Oregon Securities Law Section and a member of a task force reviewing and rewriting the Oregon Securities Law. He is a frequent speaker on corporate governance and securities law matters.

Patrick has represented issuers and investors in a variety of private company investments, including seed and venture capital financings. He has represented companies in public offerings of debt and equity. He had advised boards of public companies and committees with regard to corporate governance matters, including the conduct of an internal investigation by a special committee of a board of directors, representation of a special committee of a board of directors regarding interested director transactions, and representation of a committee of independent directors with regard to compliance with restrictions on doing business in certain foreign countries.

Patrick has represented public and private companies in merger and acquisition transactions, representation of a private health care consulting company in a sale to a publicly held consulting firm, and representation of a public company in the sale of control to a private equity firm.

Patrick has recently represented a land and mineral owner in negotiation of a joint venture to build the first underground coal gassification project in the United States and has represented the majority equity investor in connection with the development of a 103MW wind generating facility.

Patrick earned his J.D. from the University of California, Berkeley School of Law, and his A.B. in Economics from the University of California at Berkeley.

In his spare time Patrick serves on the Stand for Children advisory board, the board of trustees for Columbia Funds and as a senior fellow with the American Leadership Forum. He has been a board member of the Pacific Crest Outward Bound School and the Pacific Northwest College of Art.

Education
  • University of California, Berkeley, School of Law (formerly Boalt Hall), JD
  • University of California, Berkeley, AB, Economics
Experience
  • Perkins Coie LLP
  • Oregon Securities Law
Accreditations
  • Listed in Who's Who Legal USA, Corporate Governance
  • Ranked by Chambers USA, as one of "America's Leading Business Lawyers"
  • Listed in The Best Lawyers in America
  • Peer Review Rated AV® in Martindale-Hubbell®
  • Listed in Oregon Law and Politics, "Oregon Super Lawyers"
Associations
  • American Bar Association, Corporate and Banking Section
  • Oregon State Bar, Corporate and Securities Law Sections
  • Past Chairman, Securities Regulation Section
  • Stand for Children Advisory Board
  • American Leadership Forum, Senior Fellow
  • Pacific Crest Outward Bound School, Former Member Board of Advisors
  • Pacific Northwest College of Art, Former Member Board of Governors
  • Columbia Funds (a mutual fund complex), Board of Trustees
 
Steven SkolnickLowenstein Sandler

Steven M. Skolnick

Firm: Lowenstein Sandler LLP

Steven Skolnick is a partner at Lowenstein Sandler LLP, Roseland, New Jersey and co-chair of the Capital Markets Group. He is also in the firm’s Specialty Finance, M&A and Corporate Finance practice groups. His extensive experience encompasses representing clients in the life sciences and other industries in securities regulation, corporate finance, mergers and acquisitions, business planning and general corporate matters.

Steven has been very active in public securities offerings, including RDs, PIPEs, SPACs and convertible equity and debt offerings representing placement agents, institutional investors and issuers. He also regularly advises companies and their boards on SEC compliance and disclosure issues and corporate governance matters. In addition, Steven counsels clients on federal securities law, Financial Industry Regulatory Authority (FINRA) and NASDAQ® and NYSE MKT, LLC issues and provides other transaction and disclosure advice.

Education
  • St John’s University School of Law, JD, cum laude
  • Amherst College, BA
Experience
  • Lowenstein Sandler LLC, partner
Accreditations
  • Licensed to practice in New Jersey and New York
Associations
  • American Bar Association
  • New Jersey State Bar Association
 
Kaye Scholer LLP

Skanthan Vivekananda

Firm: Kaye Scholer LLP

Skanthan Vivekananda is a Partner in the Finance Department of Kaye Scholer’s Los Angeles office. Skanthan has a wide ranging finance practice focused on structured finance, derivatives and investment management. A significant portion of Skanthan’s structured finance practice involves the representation of banks and asset managers in connection with the formation and structuring of cash and synthetic CDOs, CLOs and other securitization vehicles. Skanthan also advises clients in connection with the risk retention rules for securitizations and related structuring issues.

Skanthan is also a derivatives specialist and counsels investment funds and other financial institutions in connection a variety of over-the-counter and centrally cleared derivatives and structured products. His practice focuses on a wide range of issues relating to derivatives, including transaction structuring, counterparty exposure analysis and regulatory and compliance obligations arising under U.S. securities laws, the Commodity Exchange Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Investment Company Act. His finance practice also has an investment management focus. He routinely advises both registered and private investment funds and their investment advisers in connection with margin lending facilities, prime brokerage facilities and related regulatory issues.

Education
  • J.D., University of Michigan Law School, 2003, (cum laude, Associate Editor, University of Michigan Law Review)
  • A.B., University of California, Berkeley, 1999, (political science and economics)
Experience
  • Kaye Scholer LLP, Partner
  • K&L Gates LLP, Partner
Accreditations
  • Licensed to practice in Massachusetts and New York
 
Michael ZeidelSkadden Arps

Michael J. Zeidel  is a partner at Skadden, Arps, Slate, Meagher & Flom LLP, New York. He represents investment banks and corporate clients in a variety of U.S. and international transactions, including public and private offerings of equity and debt securities, initial public offerings, tender offers, exchange offers and consent solicitations.

Michael also counsels corporate clients across a variety of industries on an ongoing basis, assisting with the review and preparation of SEC filings, corporate governance matters and interactions with security holders, stock exchanges and other regulatory bodies. Additionally, he regularly speaks at conferences and seminars on a variety of corporate finance and governance-related topics.

Education
  • Syracuse University College of Law, JD, magna cum laude
  • Syracuse Law Review
  • Order of the Coif
  • George Washington University, BA, cum laude, Phi Beta Kappa
Experience
  • Skadden, Arps, Slate, Meagher & Flom LLP, partner
Accreditations
  • Licensed to practice in New York and Connecticut
Solutions
Industries
Store
Support & Training
Communities & Blogs
Contact Us