Media Mentions
2008
James H. Wilson was quoted in a May 15 article published by San Antonio Express News regarding Clear Channel Communications Inc.'s leveraged buyout that required the company, its buyers and the banks financing the deal to make some big concessions in order to avoid a costly and protracted litigation. Mr. Wilson commented that had the litigation moved forward, one or more of the parties probably would have walked away from the deal forcing Clear Channel to start over in its quest to go private. "You can never hold a deal like this together - one with this many parties - if it goes to litigation," he said.
James H. Wilson, Corporate, Mergers & Acquisitions, Securities
David Cifrino was quoted in a May 7 article published by Forbes Online regarding the increase of phone calls from proxy solicitors, which have increased this year because new SEC rules regarding electronic delivery of proxy statements have reduced voting by shareholders. Mr. Cifrino commented that shareholders registered with their brokers as objecting beneficial owners ("OBO"), should not get calls from proxy solicitors. "If you sign up as an OBO, you shouldn't be pestered regularly," he said.
David A. Cifrino PC, Corporate, Public Companies, Securities
David Cifrino was quoted in a February 14 article published by Securities Law360 regarding a set of proposed rule changes by the SEC that would accelerate the annual reporting deadline for private issuers that are publicly listed in the U.S. as well as allow U.S. investors to more easily access the disclosure documents of foreign companies that are exempt from U.S. regulation. Mr. Cifrino commented on the new rules and stated that the changes were not "earth-shattering," however they were a step in the right direction to modernize disclosure requirements. "It's making it a little bit easier for these companies to stay outside of regulation," Mr. Cifrino said.
David A. Cifrino PC, Corporate, Securities
2007
Helen Friedli was been recognized in the 2007/08 edition of the PLC Cross-border Mergers and Acquisitions Handbook, published by Practical Law Company, as a recommended lawyer for cross-border mergers and acquisitions.
Helen R. Friedli PC, Corporate, Mergers & Acquisitions, Securities
Thomas Murphy was quoted in the February 13 issue of Compliance Week regarding companies taking action against No-Action Letters. Mr. Murphy commented about the issue of more proposals in proxies and said "Companies are more aggressive in keeping them out, as we have seen an increase in the level of proposals that are meaningful and can change corporate governance."
Thomas J. Murphy, Corporate, Public Companies, Securities
2006
James L. Sanders was quoted in the October 15 edition of The San Francisco Chronicle in an article discussing how individuals formerly employed at companies where backdating probes are taking place may find it difficult to find new jobs. Companies may be able to ease the burden by conducting their own internal investigations. "If companies want to get credit (with the SEC and Justice Department) for their cooperation by showing they found a problem and have done everything possible to eliminate it going forward, one thing they will want to say is that people associated with the problem are no longer here," he mentioned.
James L. Sanders, Corporate Responsibility, Securities, Securities Litigation, Trial
William P. Schuman was quoted in the September 25 issue of The National Law Journal in an article about the government increasingly holding general counsel liable when a company's actions come into question. Mr. Schuman stated that enforcement agencies currently take the stand that GCs should not just look out for their employer but also need to also protect the shareholders' interests. "We're seeing more inquiries and investigations where the conduct of in-house counsel is being examined every bit as much as the business people's." he said.
William P. Schuman PC, Securities, Trial
William P. Schuman was quoted in an August 24 article published by Securities Law360 regarding options backdating investigations targeting attorneys and auditors involved in the development of executive stock options plans. Mr. Schuman commented that a new trend is arising where companies that are accused of options backdating may try to avoid severe punishments by arguing that they were merely following the direction of their legal and financial advisors. "If the companies and their management are being accused of wrongdoing, they may point to their legal and accounting advisors," he said.
William P. Schuman PC, Securities, Securities Litigation, Trial
Edwin "Ted" Laurenson commented on the courts' rejection of an SEC hedge fund rule in the June 24 issue of The Wall Street Journal. If companies are asked to put their registration aside until it is clear on what the SEC's next steps will be in the process, Mr. Laurenson predicts that a number of hedge funds would act to de-register due to procedure and policy costs that would be incurred, which would be particularly onerous on smaller hedge fund advisers.
Edwin C. Laurenson, Corporate, Hedge Funds, Securities
2005
Tom Murphy was quoted in the December issue of CFO Magazine in regard to short-selling.
Thomas J. Murphy, Corporate, Securities
McDermott was mentioned in the August 30 issue of the Daily Deal in regard to representing WR Hambrecht + Co. as lead manager of the initial public offering of IDT Spectrum, Inc.
Steve Scholes was quoted in the May issue of CFO Magazine on the increased cost for companies to settle securities lawsuits. In 2004 the number of suits settled was up 23 percent from 2003 but the total cost to settle the case more than doubled to $5.5 million. The larger settlements are mostly due to the larger losses incurred by the plaintiffs and pressure to settle quickly to focus on regulatory issues. "The claimed damages are massive," commented Mr. Scholes
Steven S. Scholes, Securities, Securities Litigation, Trial
Den White was quoted in the March 29 issue of the Boston Herald in an article reporting on the increase of tech mergers. Mr. White commented that private equity firms have raised billions of dollars in recent years, with few places to invest the cash amidst a lackluster IPO market. He continued by saying that the telecommunications and information technology fields have " a lot of room" for consolidation. "There's forward momentum," of mergers. "This all adds up to heightened (chances) for more consolidations."
Dennis J. White, Corporate, Securities
2004
Thomas Murphy was quoted in the August 24 issue of the Los Angeles Times in regard to some Google investors questioning how the deal terms were set because winning bidders only received about 75% of the shares they asked for. If Google had followed the rules of a pure Dutch auction, it would have been obligated to go with the clearing price, and in theory, it would have satisfied all demand for its shares, which the company originally said was one of its goals. Mr. Murphy commented that in its final moments, the Google stock sale closely tracked how Wall Street has traditionally parceled out new shares. "It was, 'Who do you want in, and who do you want out,'" of the deal.'"
Thomas J. Murphy, Corporate, Securities
Mark Mihanovic was quoted in the August 17 issue of the Los Angeles Times in regard to Google beginning to sells its shares for its IPO and reported on some of the obstacles the IPO has fallen upon including an interview Google's co-founders recently had with Playboy magazine. "It's probably the first time an S-1 (form) included verbatim the contents of a Playboy article," Mr. Mihanovic commented.
Mark J. Mihanovic, Corporate, Securities
Tom Murphy was quoted by United Press International on August 17 in regard to the once highly anticipated Google IPO. "This has been a very peculiar offering with a lot of distractions and unusual circumstances, including: the Playboy interview; the undemocratic dual vote structure; the confusion over how to bid; the high practical thresholds to participate in the offering, despite the stated goal of including the little guy; and the chutzpah to try to do such a big deal in the August 'doldrums,'" commented Mr. Murphy.
Thomas J. Murphy, Corporate, Securities
Mark Mihanovic was quoted in the August 13 issue of the Boston Globe regarding the announcement that Google would be opening its long-awaited auction for its shares shortly. "If they're beginning the process of accepting bids, it seems they would be doing that in the context of the SEC telling them that their registration statement is effective," commented Mr. Mihanovic.
Mark J. Mihanovic, Corporate, Securities
Eugene Goldman was quoted in the July 13 issue of New York Daily News in regard to Google choosing to place their shares on Nasdaq rather than the NYSE in its upcoming IPO. Mr. Goldman commented, "That it certainly would have helped the NYSE (had Google chosen it) and would have been a damaging public relations blow to the Nasdaq."
Eugene I. Goldman, Corporate, Securities
Joel Bernstein was quoted in an online BBC News story on April 29, which reported Google's IPO. Mr. Bernstein commented that a Google IPO would "display confidence" in the tech sector and the economy.
Tom Murphy was quoted in the Los Angeles Times on April 26 in an article reporting on the proposed Google public offering. Addressing the fact that Google, whether or not it conducts and IPO, would likely need to start filing reports with the SEC because it has so many holders of its stock options, Mr. Murphy commented that just because Google has to open its books doesn't mean it has to go public and have its stock traded on an exchange, "where it can be battered around by the vagaries of the market."
Thomas J. Murphy, Corporate, Securities
Joel Bernstein was quoted by United Press International on April 26 in regard to Google going public. "The Google IPO has moved from speculation to serious. The current estimates of enterprise value are north of $20 billion. If that value structures holds, it will be not only a great benefit for Google but also for the securities markets as a whole because of the confidence it displays in technology and the economy," commented Mr. Bernstein. The article also appeared in the Washington Times.
Eugene Goldman was quoted by Reuters on March 30 in regard to the possibility that the New York Stock Exchange will be sanctioned by the U.S. Securities and Exchange Commission for failing to properly supervise its floor traders. The article reported that some commission members are considering fining the NYSE or altogether removing the exchange's ability to regulate itself, even though the NYSE has implemented structural changes under John Reed. "All of the changes would certainly have impact on deterring the Commission from launching a nuclear bomb on the exchange in the regulatory context. But if they feel there was a serious breakdown, the SEC will probably proceed with disciplinary measures," commented Mr. Goldman.
Eugene I. Goldman, Corporate Responsibility, SEC Defense, Securities, Securities Litigation, Trial
David Cifrino was quoted in CFO magazine on March 2 regarding the U.S. Securities & Exchange Commission's (SEC) new budget of $811.5 million, 15% more than their budget last year. Last year's funding increase was dedicated to adding 842 new positions, boosting the SEC staff by 30%. Mr. Cifrino commented, "Adding people will add to more [frequent] review of periodic filings but whether it increases the quality and value of the reviews remains to be seen."
David A. Cifrino PC, Securities
Thomas Murphy was quoted in the Chicago Tribune on February 8 regarding the current economic environment that now shows signs of life for the IPO market. The improvement of potential returns on IPOs is still not guaranteed, and as Mr. Murphy commented "you can't tell people not to get exuberant and make stupid investment decisions," when you see improvements in the market.
Thomas J. Murphy, Corporate, Securities
Thomas Murphy was quoted in the Financial Times on January 28 regarding Adecco's silence on its accounting problems. So far the Swiss company's comments on the difficulties that forced it to postpone its 2003 results have been very limited and management has mentioned Sarbanes-Oxley as the prime reason. However, the article pointed out that Sarbanes-Oxley does not prohibit giving information to investors and notes that Adecco is probably being extremely cautious. "The stakes are higher. The landscape is more complicated. They probably want to make sure they get it right," commented Mr. Murphy.
Thomas J. Murphy, Corporate, Corporate Responsibility, Securities
2003
Eugene Goldman was quoted in two recently released Reuters wire stories regarding John Reed’s (NYSE's interim chief) proposed array of reforms. On November 12, Mr. Goldman commented that SEC Chairman William Donaldsan’s support of the new reform plan would probably blunt the impetus toward a full-fledged regulatory split at the NYSE. "I don’t think (the SEC will) do anything to disrupt the Reed reforms. As they continue to look at the issue, they are going to be looking at the NASD regulation model." On November 13, Mr. Goldman was quoted in a story regarding John Reed’s plan to install board members of the NYSE who are independent from the financial service industry. Mr. Goldman commented that the SEC will "keep a watchful eye over the issue of severing the regulatory business of the exchange. The creation of an independent board will be viewed by the SEC as a first step, but probably not the last step."
Eugene I. Goldman, Corporate Responsibility, SEC Defense, Securities
Eugene Goldman was quoted in the November 8 issue of Financial Times regarding the NYSE’s continued governance reforms. Mr. Goldman commented that cases where regulation has been separated from an exchange's trading business have been well received by the SEC. The best example is the split between the NASD and the Nasdaq stock market.
Eugene I. Goldman, Corporate Responsibility, SEC Defense, Securities
Eugene Goldman was quoted in the November/December 2003 issue of Corporate Board Member magazine in the article, "The SEC vs. Eliot Spitzer: Whose Turf Is This?" Mr. Goldman commented that it is possible that a compromise could be reached regarding proposed legislation that as part of a broader securities act would reduce the states’ ability to supersede the SEC's brokerage regulations with their own, so there are not 50 different sets of rules. "I think there needs to be a mechanism that would require the state to consult with the SEC before it attempts to impose these kinds of business conditions. If the SEC has no problem, fine. If it does, the state would have to defer to the SEC."
Eugene I. Goldman, Corporate Responsibility, SEC Defense, Securities
Eugene Goldman appeared on CNBC's News with Brian Williams on June 3 and Bloomberg radio on June 4 in regard to Martha Stewart's indictment by a grand jury. He was also quoted on Forbes.com on June 5. "While much of the evidence outlined in the 41-page indictment may resurface in the civil case, a judge could still rule that some of it is inadmissible," Mr. Goldman commented.
Eugene I. Goldman, Corporate Responsibility, Securities
Eugene Goldman appeared on CNBC's Closing Bell program on May 14. Mr. Goldman was interviewed on issues arising from the SEC's hearings on whether hedge funds should regulated.
Eugene I. Goldman, Securities, Securities Litigation
McDermott Will & Emery was listed as advising Numis Securities as sole underwriter on the £43m placing and open offer of 133.5 m shares in Lloyd's insurance and reinsurance company Chaucer Holdings, published by Legal Week on May 1.
Eugene Goldman appeared on CNBC's Squawk Box program on April 11. Mr. Goldman was interviewed on the SEC's plan to in examine whether unregistered hedge funds should be regulated, and SEC fraud actions against hedge funds.
Eugene I. Goldman, SEC Defense, Securities
Rick Mitchell was quoted in the February 3 issue of The Deal regarding those European companies who want their shares traded in the U.S. will have to make several changes in 2003 despite the softening of some of the rules for foreigners.
Richard Mitchell, Corporate, London, Securities
2002
Eugene Goldman appeared on the CNBC's Squawk Box on December 6. Mr. Goldman was interviewed by economist Larry Kudlow on the SEC's proposed rules that would require mutual funds to disclose their proxy voting record.
Eugene I. Goldman, Corporate Responsibility - SEC Enforcement, Securities
Mark Pearlstein was quoted in the October 3 issue of The Boston Globe regarding the alleged insider trading by Martha Stewart. As a result of Douglas Faneuil's confession, Mr. Pearlstein commented that his agreement with prosecutors is likely going to put more heat on Stewart. Mr. Faneuil has "every incentive at this point to truthfully cooperate with prosecutors" related to ImClone trade, commented Mr. Pearlstein
Mark W. Pearlstein, Securities
Eugene Goldman made his fourth appearance on the CNBC show Squawk Box on August 5. Mr. Goldman was interviewed by noted economist Lawrence Kudlow on recent securities law prosecutions and CEO/CFO certifications of financial statements.
Eugene I. Goldman, Corporate Responsibility, Securities
Eugene Goldman was quoted in the July 29 issue of The Wall Street Journal regarding the corporate oversight bill recently passed by Congress, which increases the role of the SEC. Mr. Goldman commented on the boost of the SEC resources, which, "will result in more cases being brought [and] that will contribute to the ability of class-action lawyers to piggyback on the SEC's efforts." He concludes by saying that as a result there could be heightened exposure for accounting firms.
Eugene I. Goldman, Corporate Responsibility, SEC Defense, Securities
McDermott Will & Emery was mentioned in the June 28 issue of The Daily Deal in regard to our representation of Hewitt Associates in its $200 million initial public offering.
Helen R. Friedli PC, Securities
2001
McDermott Will & Emery's London office was mentioned as advising the film finance company, IAC Holdings, in its flotation on AIM in the August 6 issue of The Lawyer.
