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Statement 5 and 141R Loss Contingency Disclosures
Lewis Ferguson
Partner
Gibson, Dunn & Crutcher LLP
Lewis H. Ferguson is a partner in the Washington, D.C. office of Gibson Dunn & Crutcher and a member of the firm's Securities Regulation and Corporate Transactions practice groups. Mr. Ferguson's practice focuses on the representation of accounting and auditing firms and their employees, securities regulation and disclosure issues and corporate governance matters.
Mr. Ferguson joined the firm in 2007 after serving for more than three years as the first General Counsel of the Public Company Accounting Oversight Board. At the PCAOB, Mr. Ferguson was in charge of all legal affairs and was involved in drafting the PCAOB's rules and regulations and auditing standards, including auditing standards for the audit of internal controls. He also oversaw the successful defense of litigation against the PCAOB challenging the constitutionality of the organization and of the Sarbanes Oxley Act itself.
Prior to joining the PCAOB in 2004, Mr. Ferguson was a partner in another Washington, D.C. firm where he specialized in corporate transactions, securities enforcement matters and representation of audit committees and boards of directors. From 1994 to 1998, he was Senior Vice President, General Counsel and Director of Wright Medical Technology, a medical device company. He has also been a director of a number of public and private companies, mainly in the medical device and technology areas.
For a number of years, Mr. Ferguson was an Adjunct Professor of Law at the Georgetown University Law School. He received his B.A. degree cum laude with High Honors in Politics and Economics from Yale College in 1966 and a B.A. and M.A. degree from Cambridge University (King's College) which he attended on a fellowship. In 1971, he received his J.D. degree from Harvard Law School where he was a member of the Harvard Law Review. Mr. Ferguson clerked for the Hon. Frank J. Murray, U.S. District Judge for the District of Massachusetts. He is a frequent speaker on accounting and auditing matters and the relationship between corporations, regulators and auditors at industry, legal and media-sponsored conferences.
Linda L. Griggs
Partner
Morgan Lewis
Linda L. Griggs is a partner in the Securities Practice. Ms. Griggs's practice focuses on securities regulatory matters, including financial reporting and accounting and other disclosure requirements under the securities laws and public and private securities offerings. Ms. Griggs also handles corporate law matters, including advising with respect to the fiduciary duties of directors and corporate governance matters.
Before joining the firm, Ms. Griggs served as chief counsel to the chief accountant of the SEC for five years. Prior to that, she worked in the Division of Corporation Finance at the SEC as a special counsel, as an attorney in the Division's rule-writing office, and as a reviewer of registration statements, proxy statements and reports filed by companies covered by federal securities laws.
Ms. Griggs is admitted to practice in the District of Columbia and Ohio.
Thomas White
Partner
Wilmerhale
Thomas White is a partner in the Corporate Practice Group. He joined the firm in 1979. Mr. White has practiced corporate and bankruptcy law at the firm since 1983. He is one of the firm’s leading practitioners in the area of corporate governance, and also has extensive experience representing corporate and institutional clients in complex business transactions.
Practice
Since passage of the Sarbanes-Oxley Act in 2002, Mr. White has developed a multi-disciplinary corporate governance practice. He has advised numerous Fortune 100, mid-cap, and small-cap companies and their boards and management on key issues under the Act, including internal control over financial reporting, attorney responsibility policies, director/officer loans, whistleblowers and auditor independence. He also advises clients and their boards and management on difficult corporate law, securities and accounting issues, and in conducting internal investigations.
Mr. White represents corporate clients in a wide range of transactions. These include both public and private merger transactions, bond and bank debt financing and securities offerings. Indicative of the types of complex transactions Mr. White has handled is the 1995 acquisition of West Publishing Company, the leading legal publisher, by Thomson Corporation, and the 1998 strategic restructuring of US Office Products, which involved a simultaneous equity investment, debt refinancing and self-tender offer, and spin-offs of four non-core businesses.
Mr. White also has substantial experience in corporate debt restructurings and the corporate and finance sides of chapter 11 proceedings. He has represented clients in out-of-court debt restructurings as well as chapter 11 DIP financing, asset sales, reorganization plans and post-reorganization financing.
Recent Highlights
Mr. White is corporate and securities counsel for a Houston oilfield services company. Mr. White and WilmerHale helped this company successfully navigate a difficult multi-year financial reporting process, which included restating prior year financial statements, bringing the company current in its public SEC filings and obtaining relisting on the New York Stock Exchange, advising with respect to management separation issues, and responding to government investigations. Mr. White also provides ongoing advice to the Board on corporate governance matters.
Mr. White’s recent transactions include representing a major consulting firm in the acquisition of a DC-based economic consulting firm and representing a leading provider of optimization software solutions to the electric power industry in acquiring another company in that industry.
Mr. White and a team of the firm's corporate and tax lawyers assisted the low- and moderate-income tenants of a DC apartment complex in exercising their rights under DC law to purchase their buildings and a subsequent financing transaction which successfully transferred the buildings to new owners while preserving the tenants’ occupancy rights.
Michael L. Hermsen
Partner
Mayer Brown International LLP
Experience
Michael Hermsen has an extensive corporate and transactional practice that focuses on securities matters. He represents issuers, underwriters and securityholders in connection with public and private offerings of equity and debt securities. Mike also represents corporate clients in connection with Securities Act and Exchange Act compliance and reporting and compliance with NYSE and Nasdaq regulations, and counsels companies, board of directors and management on stock purchases, executive compensation reporting and other corporate governance matters.
In the area of mergers and acquisitions, Mike represents buyers and sellers in connection with public and private acquisitions and divestitures, mergers, tender offers, exchange offers and consent solicitations.
Before Mike joined Mayer Brown in 1994, he had extensive senior administrative experience with the US Securities and Exchange Commission in Washington, DC. In the SEC’s Division of Corporation Finance he served as Assistant Director (1992-1994), Special Counsel (1990-1992) and Attorney/Advisor (1986-1990). He also has accounting and audit experience with a then-Fortune 500 manufacturing corporation.
Education
• University of Wisconsin Law School, JD, 1986
• Marquette University, MBA, 1982
• Marquette University, BS, 1980
Admitted
• Illinois, 1995
• Wisconsin, 1986
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