Lexis Practice Advisor®—Securities & Capital Markets

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.

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

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

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

  • Cornell University, JD, cum laude
  • Bard College, BA, high honors
  • Hughes Hubbard & Reed LLP, partner
  • Skadden, Arps, Slate, Meagher & Flom LLP
  • Milbank, Tweed, Hadley & McCloy LLP
  • 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.  

  • 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  
  • Venable LLP, partner
  • Licensed to practice in the District of Columbia and Virginia
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.

  • University of Pennsylvania Law School, JD
  • The Ohio State University, BA
  • 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
  • Licensed to practice in the District of Columbia and California
  • Corporation, Finance, and Securities Law Section of the DC Bar, Chair
  • Society of Corporate Secretaries and Governance Professionals, Board 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.
  • 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
  • The Hereditary Disease Foundation
  • McCarter & English, partner
  • Licensed to practice in Massachusetts and before the U.S. District Court, District of Massachusetts
  • 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
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).

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

  • 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
  • Partner, Schulte Roth & Zabel LLP
  • Davis Polk & Wardwell
  • Licensed to practice law in New York and Connecticut
  • American Bar Association
  • New York City Bar Association
  • Securities Regulation Committee
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. 

  • 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.
  • Reed Smith LLP, partner
  • United States Securities and Exchange Commission, Division of Corporation Finance
  • Licensed to practice in California and New York
  • 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
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).

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

Richard Phillips

Firm: K&L Gates LLP

Dick Phillips, of counsel and former senior partner at K&L Gates, San Francisco, concentrates his practice in securities regulation, particularly investment management, broker/dealer regulation and SEC enforcement.

Prior to joining K&L Gates, Dick held numerous positions on the SEC staff, including assistant to the chairman and to a member of the Commission, assistant general counsel and staff director of the SEC Corporate Disclosure and Investment Company Studies. His wide range of experience also includes having served as chair of the Section of Business Law of the American Bar Association and vice-chairman and editor of the Business Law Section’s publication, The Business Lawyer, and chair of its Committee on Federal Regulation of Securities.  Additionally, he has been chair of the Federal Bar Association’s Executive Council of the Securities Law Committee and a member of the Legal Advisory Committee of the National Association of Securities Dealers, Inc., and the Regulatory Affairs Advisory Committee of the New York Exchange.

Dick served as leader of securities law delegations to China, Eastern Europe, Brazil and Russia, as well as a consultant to the Korean Minister of Finance on the Korean securities market and to the U.S. Agency for International Development on the Brazilian securities market.

In 2001, Dick received the William O. Douglas Award of the SEC Alumni Association for contributions to the development of securities law and service to the financial and SEC communities over the years.

  • Columbia University, BA
  • Yale Law School, LL.B.
  • K&L Gates, senior partner
  • U.S. Securities and Exchange Commission
  • Licensed to practice in California, the District of Columbia and New York
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.

  • University of Chicago Law School, JD
  • Georgetown University, BSFS
  • Morrison & Foerster LLP, partner
  • Licensed to practice in New York
  • 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).

  • Case Western Reserve University, JD
  • Cleveland State University, MBA
  • Case Western Reserve University, BA
  • Calfee, Halter & Griswold LLP, Senior Counsel
  • Case Western Reserve University, Distinguished Practitioner in Residence
  • Cornell Law School, practitioner in residence
  • 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
  • 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).

  • Catholic University of America, Columbus School of Law, JD
  • Catholic University of America, BA 
  • Day Pitney LLP, partner
  • Hon. Edward M. Coleman, Superior Court of New Jersey, Somerset County, law clerk
  • Licensed to practice in New Jersey
  • 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.

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

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

  • Brooklyn Law School, JD, cum laude
  • Brooklyn Journal of International Law, member
  • University of Rochester, BA, cum laude
  • Schulte Roth & Zabel LLP, associate
  • Licensed to practice in New York
  • 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.

  • George Washington University, JD, MA and BA
  • Lowenstein Sandler, partner
  • Licensed to practice in New York and New Jersey
  • American Bar Association
  • New York State Bar Association
  • New Jersey State Bar Association
  • Seton Hall University School of Law, Mergers and Acquisitions, adjunct professor 
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.

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

  • University of California, Berkeley, School of Law (formerly Boalt Hall), JD
  • University of California, Berkeley, AB, Economics
  • Perkins Coie LLP
  • Oregon Securities Law
  • 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"
  • 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
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.

  • 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
  • Skadden, Arps, Slate, Meagher & Flom LLP, partner
  • Licensed to practice in New York and Connecticut
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