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Securities Matters Developments affecting corporations, financial services organizations, and their directors, officers, partners, and principals

About

Securities Matters provides timely analyses of developments concerning federal and state securities laws, Delaware corporate law, and related topics. The blog serves as a resource on regulatory compliance and enforcement matters, private litigation issues, D&O insurance coverage, and other current developments of interest to companies and their directors and management as they raise capital, go public, comply with SEC disclosure requirements, and deal with changing standards of governance and risk management.

Our editors and contributors – attorneys from Mintz Levin’s Securities Litigation Practice and Securities & Capital Markets Practice – have decades of experience providing guidance to public company directors and officers as well as clients in the financial services industry.

Editors

Megan Gates

Megan Gates

Bio | LinkedIn

Megan is Co-chair of Mintz Levin’s Securities & Capital Markets Practice. She counsels public companies on compliance and disclosure obligations, public and private financing matters, and merger and acquisition transactions, and advises clients on corporate governance matters such as Sarbanes-Oxley compliance. Megan is frequently invited to speak at industry conferences on topics including securities offerings, corporate governance, and compliance matters.

Brian Keane

Brian Keane

Bio

Brian’s practice deals with all aspects of corporate and transactional law and general business representation, including registered public offerings, mergers and acquisitions, venture financing, and general business counseling. He has represented numerous companies and underwriters in public financings, including initial public offerings, PIPE offerings, shelf offerings, and follow-on offerings. On an ongoing basis, Brian represents a number of public and late-stage private companies, primarily in the life sciences industry.

Breton Leone-Quick

Breton Leone-Quick

Bio | LinkedIn

Bret is a Member in the firm and is based in the Boston office. He has significant experience with SEC, FINRA, DOJ and Massachusetts Securities Division investigations as well as arbitrations and private civil litigation involving the state and federal securities laws. He regularly represents public and private companies, and their officers, directors, and employees, in securities litigation, before regulatory bodies, and in SEC investigations.

Chip Phinney

A. W. “Chip” Phinney III, PhD

Bio | LinkedIn

Chip is a Member in the firm and is based in the Boston office. Chip co-chairs the firm’s Appellate Practice. He focuses his practice on shareholder and securities litigation and advising officers and directors on fiduciary duties and corporate governance. Chip has tried shareholder suits in both state and federal courts and has represented corporations, directors, and officers in securities class actions, derivative suits, and matters involving the SEC. Chip has written extensively on topics in appellate practice and corporate litigation and has been actively involved in legal and corporate governance education programs.

Contributors

Nancy Adams

Nancy Adams

Bio | LinkedIn

Nancy is a Member in the firm and is based in the Boston office. She represents insurers in coverage disputes arising under directors and officers, professional liability, fiduciary, financial institutions, and general liability policies. Nancy also advises corporations and individuals on risk management issues. She regularly works with corporate boards on insurance program audits and reviews, D&O indemnity agreements, insurance issues related to road shows and IPOs, and insurance and indemnity due diligence for corporate transactions.

David Barres

David Barres

Bio

David is a Member in the firm and is based in the New York office. He focuses his practice on commercial litigation in federal and state courts, including complex breach-of-contract, fraud, and securities matters. David has extensive experience representing banks in bankruptcy litigation and other commercial matters, including the defense of fraudulent transfer claims and the litigation of disputes concerning the valuation of businesses and assets.

Joshua Foust

Joshua Foust

Bio

Josh is an Associate in the firm and is based in the San Francisco office. His practice focus includes complex commercial litigation and consumer protection actions. Josh is experienced in all phases of litigation, from electronic discovery and depositions to merits briefing and trial preparation.

Adam Gale

Adam Gale

Bio

Adam is a Member in the firm and is based in the New York office. He co-chairs the firm’s Investment Funds Practice. Adam counsels hedge funds, private equity funds, broker-dealers, banks, and registered investment companies on regulatory and compliance issues as well as on formation and structuring. He represents both well-established and start-up entities.

Steve Ganis

Steve Ganis

Bio | LinkedIn

Steve is a Member of the firm and is based in the Boston office. Steve focuses his practice on financial services law and is globally recognized for his knowledge of anti-money laundering and sanctions regulations. He handles regulatory matters for institutions and high-level financial services executives. Steve has represented firms as outside counsel, a compliance officer, or in-house counsel before all major US financial services regulators. Steve served as counsel to the Committee on Banking and Financial Services of the US House of Representatives for five years during the late 1990s. From 1992 to 1995, Steve served as a general attorney in the SEC Office of the General Counsel.

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Pamela Greene

Bio | LinkedIn

Pam focuses her practice on securities compliance, executive compensation, and corporate governance matters. She advises public companies on compliance with the Securities Act of 1933, the Securities Exchange Act of 1934, stock exchange requirements, the Sarbanes-Oxley Act of 2002, and the Dodd-Frank Act of 2010. Pam works with management teams, boards, and compensation committees to develop and design appropriate executive compensation programs. She also advises public and private companies and individuals on executive compensation matters and provides executive compensation and securities counsel to clients in merger and acquisition transactions.

Jonathan Kravetz

Jonathan Kravetz

Bio

Jon is Chair of the Securities & Capital Markets Practice Group and Co-chair of the Life Sciences Practice Group. He represents clients in both public and privately placed equity and debt financings under the Securities Act of 1933, provides counseling for public companies with respect to the full range of securities compliance issues under the Securities Exchange Act of 1934, and advises high-technology, biotechnology, and medical device companies in numerous contractual and strategic matters. Jon has an active international practice, representing European companies in merger and acquisition, financing, and other transactions with US and non-US companies.

Heidi Lawson

Heidi Lawson

Bio | LinkedIn

Heidi is a Member in the firm and is based in the Boston, New York, and London offices. She is an internationally recognized lawyer with extensive experience in corporate governance, bribery and corruption, compliance and internal investigations, indemnification, and directors and officers and fund management insurance in both the corporate and litigation context. She advises companies, brokers, venture capital firms, private equity firms, hedge funds, family offices, investment banks and other investment advisors, and their senior executives on identifying risks, and protecting against those risks. She is admitted to practice in Massachusetts and New York and is a solicitor in England and Wales.

Marc Mantell

Marc Mantell

Bio

Marc focuses on corporate and securities law matters. He represents private and public companies, investors, underwriters, and other parties in a broad range of transactions, including mergers and acquisitions, securities offerings, and debt financings. Mark has extensive experience representing venture-backed and closely-held companies and private equity firms in middle-market mergers and acquisitions transactions across a broad range of industries, including technology and software, medical device and life sciences, industrial and manufacturing, retail, and consumer products.

Linda Rockett

Linda Rockett

Bio

Linda’s practice involves most aspects of corporate and transactional law and general business representation, including corporate formation and governance, venture capital, mergers and acquisitions, securities law and compliance, equity, debt and convertible debt financings, and general business counseling. She focuses on public offerings, venture capital financings, and mergers and acquisitions, primarily for life sciences and technology companies. Linda also regularly advises both public and private companies at various stages of development on a variety of general corporate matters.

Joel Rothman

Joel Rothman

Bio

Joel is an Associate in the firm’s Boston office. His practice encompasses a wide range of litigation matters. Prior to joining Mintz Levin, Joel held a clerkship position with the Massachusetts Supreme Judicial Court, serving under Associate Justice Ralph D. Gants. Before beginning his legal career, Joel had a successful career in human resources. He is admitted to practice in Massachusetts.

John Rudy

John Rudy

Bio

John’s practice focuses on corporate and securities law matters, including the representation of public and private companies and underwriters in capital markets transactions. He also advises public and private companies and investors in connection with mergers and acquisitions, equity and debt financings, and general corporate governance matters. In particular, John has extensive experience running private equity acquisition and sale processes, and representing PE-sponsored portfolio companies.

Scott Samuels

Scott Samuels

Bio

Scott’s practice focuses on corporate and securities law matters, primarily for life sciences and technology companies. He has represented private and public companies, underwriters, venture capital funds, angel investors, and other parties in a broad range of transactions, including the formation and growth of start-up and emerging companies, private and public offerings, and mergers and acquisitions.

Peter Saparoff

Peter Saparoff

Bio

Peter is a Member in the firm and is based in the Boston office. He co-chairs the firm’s Securities Litigation Practice. Peter is one of the nation’s leading securities litigators. He has represented clients in well over 100 cases, investigations, and proceedings throughout the country. He has successfully defended SEC investigations, class actions, derivative suits, stock exchange proceedings, and state securities investigations, and has handled numerous FINRA arbitrations, among other matters. Peter also represents hundreds of institutional investors with respect to the monitoring and evaluation of securities class action settlements.

Laurence Schoen

Laurence Schoen

Bio | LinkedIn

Larry is a Member in the firm and is based in the Boston office. He specializes in complex financial litigation, including contract disputes, accounting and actuarial malpractice, insurance, corporate governance, and class action defense cases. He has represented large and small companies and financial institutions in trial courts, appellate courts, and arbitration proceedings across the United States. Because of his undergraduate background in accounting, Larry frequently handles the damages component of complex cases.

Jonathan Shapiro

Jonathan Shapiro

Bio | LinkedIn

Jonathan is a Member in the firm and is based in the San Francisco office. He serves as the Head of West Coast Litigation. His focuses on the defense of business and securities litigation and government enforcement actions. Jonathan has provided counsel in class action litigation, challenges to corporate transactions and governance, and other matters regarding allegations of fraud and breach of fiduciary duty. His clients include public and financial services companies, officers and directors, and investment bankers. He also serves as counsel defending and conducting internal investigations to those subject to enforcement action under the SEC, the DOJ, FINRA, and other government agencies and self-regulatory organizations.

Adam Sisitsky

Adam Sisitsky

Bio | LinkedIn

Adam is a Member in the firm and is based in the Boston office. He chairs the firm’s Israel Business Group. His practice encompasses a range of litigation matters, with an emphasis on securities-related issues, and includes significant federal and state court trial experience. He represents corporations, officers, directors, accountants, and other individuals in SEC investigations and enforcement proceedings as well as in civil litigation.

John Sylvia

John Sylvia

Bio

Jack is a Member in the firm and is based in the Boston office. He co-chairs the firm’s Securities Litigation Practice. Jack is a seasoned trial lawyer whose clients include public and private corporations, officers, directors, special committees, accountants, mutual funds, portfolio managers, and investment advisors. His practice encompasses all facets of securities and financial fraud litigation, and he has handled complex civil and criminal matters involving insider trading, revenue recognition, high-yield investment schemes, market timing, late trading, options backdating, and auction rate securities. As well, Jack represents clients in internal investigations and investigative and enforcement proceedings conducted by the SEC, FINRA, and state regulatory agencies. He also has represented clients in arbitration and alternative dispute resolution.

Aaron Tidman

Aaron Tidman

Bio

Aaron is an Associate in the firm’s Washington, DC office. He focuses his practice on white-collar criminal defense, Foreign Corrupt Practices Act internal investigations and compliance reviews, and securities litigation. He has extensive experience handling white-collar matters, including insider trading investigations, corporate governance investigations, Arms Export Control Act investigations, and other financial fraud investigations and enforcement matters brought by the SEC and the DOJ. During law school, he clerked in the Enforcement Division of the SEC, the US Attorney’s Office for the Northern District of New York, and interned in the Investor Protection Bureau of the New York State Office of the Attorney General.

Garrett Winslow

Garrett Winslow

Bio | LinkedIn

Garrett focuses on securities, venture capital, and general corporate law. He advises public companies and underwriters in connection with public offerings, SEC reporting compliance, listing requirements, and general corporate governance matters. In addition, he represents both public and private companies and investors in a range of corporate transactions, including mergers and acquisitions, stock and asset purchases, and other finance transactions.