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Understanding New Compliance & Disclosure Interpretations ("C&DIs")
David M. Lynn
Partner, Co-Chair-Global Public Companies Practice
Morrison & Foerster LLP
David M. Lynn is a partner in the Washington D.C. Office of Morrison & Foerster, and is Co-Chair of the firm’s Global Public Companies practice. He is the former Chief Counsel of the Division of Corporation Finance at the U.S. Securities and Exchange Commission.
Mr. Lynn’s practice is focused on advising a wide range of clients on SEC matters, securities transactions and corporate governance. In addition to being a leading authority on SEC issues, Mr. Lynn is particularly well known in the area of executive compensation disclosure, having recently co-authored The Executive Compensation Disclosure Treatise and Reporting Guide. In 2006, while serving as Chief Counsel, Mr. Lynn led the rulemaking team that drafted sweeping revisions to the SEC’s executive compensation and related party disclosure rules.
Mr. Lynn was the Chief Counsel of the SEC's Division of Corporation Finance from 2003-2007. He re-joined the SEC as Chief Counsel shortly after adoption of the Sarbanes-Oxley Act of 2002. As a result, he was intimately involved in implementing and interpreting the record amount of SEC rulemaking that occurred in the wake of SOX. Mr. Lynn initially served on the SEC staff from 1995-2000 as an Attorney-Advisor and subsequently a Special Counsel in the Division of Corporation Finance. While in private practice from 2000-2003, he advised clients on SEC investigations, securities transactions, mergers and acquisitions and corporate governance. Mr. Lynn has also served as an Adjunct Professor of Law at the Georgetown University Law Center, where he taught a course in corporate governance.
Since 2007, Mr. Lynn has served as the co-editor of TheCorporateCounsel.net, where he co-authors one of the most widely-read blogs on securities, governance and corporate law matters. Mr. Lynn also contributes to publications such as The Corporate Counsel, The Corporate Executive and the recently-launched newsletter Borges & Lynn’s Proxy Disclosure Updates.
Mr. Lynn currently serves as Vice-Chair – Programs of the ABA Business Law Section’s Federal Regulation of Securities Committee.
Mr. Lynn received his J.D., with honors, from The University of Maryland School of Law. Mr. Lynn also received a Master of Science in Finance from Loyola College.
Dennis Bertron
Partner
Behar Bertron PLLC
Mr. Bertron is a corporate and securities attorney with over 10 years of sophisticated regulatory and compliance experience including experience gained in-house, at major corporate law firms and with the U.S. Securities and Exchange Commission. His expertise include, regulatory compliance, regulatory reporting, risk management, legal research, analysis and writing.
Mr. Bertron is currently a Partner at Behar Bertron PLLC Transactional corporate and securities practice representing U.S. and foreign corporations and financial institutions in private debt and equity offerings, private investments in public entities (PIPES), registered debt and equity offerings under the Securities Act of 1933 (“Securities Act”), and ongoing compliance under the U.S. securities laws including the Securities Exchange Act of 1934 (“Exchange Act”) and the Sarbanes-Oxley Act. Counsel to clients on all aspects of corporate finance, corporate governance, contract review and general corporate law. Global international practice includes representation of foreign corporations with investments in the U.S. and domestic corporations with investments world-wide. International transactions practice includes representing domestic and foreign entities in cross-border transactions. Investment management practice includes establishment and representation of hedge funds and registered mutual funds, establishment and representation of registered Investment Advisors and ongoing compliance with the Investment Company Act of 1940 and Investment Advisers Act of 1940 (“Advisers Act”).
Prior to Behar Bertron, Mr. Bertron was the Attorney/Adviser, Division of Corporate Finance, U.S. Securities and Exchange Commission, Washington, D.C. from February 1997 – December 1999. During his term, Mr. Bertron examined various registration statements, annual, periodic and current reports, shareholder proposals and other materials filed with the SEC by domestic and foreign issuers. He examined documents filed with the SEC relating to initial public offerings, mergers and exchange offer transactions. He also examined more sophisticated transactions such as “toxic” convertible security offerings, “Exxon Capital” exchange offerings, “going private” transactions, and proxy contests between management and third-party insurgents. Reviewed and analyzed proxy statement submissions to the Division, including proxy contests involving management and insurgent parties. Selected to be a rotating attorney in the Division’s Office of Chief Counsel to supervise the Division’s shareholder task force of about a dozen attorneys in reviewing over 300 no-action letter requests. Drafted numerous no-action letter responses on behalf of the Division.
Mr. Bertron was also the Vice President and Assistant General Counsel of Atticus Capital LP, a hedge fund with approximately $13 Billion AUM. Atticus has offices in New York and London. He was also an Associate at Sidley Austin LLP, Akin Gump Strauss Hauer & Feld LLP, and Thelen Reid & Priest LLP.
Colin Diamond
Partner, Capital Markets Practice
White & Case LLP
Colin Diamond is a partner in the Capital Markets group at White & Case. Mr. Diamond specializes in securities transactions, public mergers and acquisitions, and general corporate representations.
Mr. Diamond has significant experience representing both issuers and underwriters in connection with registered and unregistered offerings. Mr. Diamond’s work includes counseling the boards and audit committees of public companies on disclosure issues, corporate governance practices and Sarbanes-Oxley compliance. In addition, he represents publicly-traded companies in complying with their obligations under the U.S. securities laws, including preparation of annual, quarterly and periodic reports, proxy statements, and SEC no-action letters on a variety of topics.
Mr. Diamond also has significant experience in the securities law aspects of Chapter 11 reorganizations. Examples include the Chapter 11 reorganization by Mirant Corporation and WCI Communities, Inc., and representation of ad-hoc committees of bondholders in reorganizations of Adelphia Communications Corporation, Washington Mutual, Inc. and Lehman Brothers, Inc., and the proposed equity investors in the reorganization of Delphi Corporation.
Thomas O. Gorman
Chair- Securities Litigation practice group
Porter Wright Morris & Arthur LLP
Mr. Gorman is the Chair of the firm's Securities Litigation practice group, Co-chair of the ABA White Collar Crime Securities Section, former partner-in-charge of the Washington, D.C. office (2000-2007), and a former member of the staff of Securities and Exchange Commission's Enforcement Division and Office of the General Counsel. He is a frequent speaker and author of articles regarding securities litigation topics and publishes a blog, which comments on trends and current events in SEC and DOJ securities enforcement investigations and actions, SECActions.com. In 2007, he was selected for inclusion in Super Lawyers in the area of securities litigation. Washington Business Journal previously recognized him as one of the five top lawyers in Washington, D.C.
Mr. Gorman's practice includes a wide range of civil and criminal securities and business litigation matters as well as conducting internal corporate investigations. He has defended public companies and individuals in SEC and DOJ investigations involving securities issues, which include financial fraud, insider trading, corporate governance matters, accounting and auditing issues, and similar matters. Mr. Gorman has also defended securities class action and derivative suits and led teams conducting internal investigations focused on financial fraud and other securities law issues.
Before joining the staff of the SEC, Mr. Gorman also served for two years on the staff of the Public Defender's Office in Cleveland, Ohio and as an adjunct professor of law at the Cleveland-Marshall College of Law, Cleveland State University.
Understanding New Compliance & Disclosure Interpretations ("C&DIs")
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