Adam O. Emmerich practices in Wachtell Lipton's corporate department, focusing primarily on mergers and acquisitions, securities law matters, and corporate governance. His practice has included a broad and varied representation of public and private corporations and other entities in a variety of industries throughout the United States and abroad in connection with mergers and acquisitions, divestitures, spin-offs, joint ventures, and financing transactions. He also has extensive experience in takeover defense. Adam is recognized as one 500 leading lawyers in America by Lawdragon, as one of the world's leading lawyers in the field of Mergers and Acquisitions in the Chambers guide to the world's leading lawyers, as an expert in each of M&A, Corporate Governance and M&A in the real estate field by Who's Who Legal?, and as an expert both in M&A and in Corporate Governance by Euromoney Institutional Investor's Guides, respectively, to the World's Leading Mergers and Acquisitions and Corporate Governance Lawyers.

Adam Moses focuses his practice on mergers and acquisitions, private equity investments, and capital markets transactions. He represents clients across a range of industries in connection with acquisitions, divestitures, joint ventures, equity and debt investments, and other complex corporate transactions. His experience includes domestic and cross-border M&A transactions, take-private transactions, proxy contests, and unsolicited bids for corporate control. In addition, Mr. Moses routinely advises issuers and underwriters in connection with securities offerings. He also has extensive experience with distressed M&A transactions, restructurings, and recapitalizations.

Alexander M. Dye is a partner in the Corporate & Financial Services Department specializing in M&A and Insurance transactions. Mr. Dye represents strategic and financial buyers, sellers and financial advisers in merger and acquisition transactions. He advises on public and private acquisitions, sell-side and buy-side auctions, asset acquisitions, hostile takeovers, proxy contests, leveraged buy-outs and strategic and rescue investments. He also advises boards of directors on the implementation of defensive measures, including shareholder rights plans, charter and by-law provisions and regulatory defenses.

Mr. Dye also has an active capital market practice, and advises issuers and underwriters in public and private offerings of debt, equity and hybrid securities.

Mr. Dye's practice focuses primarily on transactions in the insurance industry.

Chambers USA has recognized Mr. Dye as a leading lawyer for insurance transactions every year since it commenced publication in 2005. Its 2012 edition places Mr. Dye in Band 1 (its highest band) nationally and in New York for "Insurance: Transactional and Regulatory." In addition, in March 2010, Mr. Dye was named "Dealmaker of the Week" by The American Lawyer for leading two M&A transactions with an aggregate value of approximately $17 billion that were announced within a three week period in the first quarter of 2010.

Andrea S. Kramer is a partner in the international law firm of McDermott Will & Emery LLP. Andie is head of McDermott's Financial Products, Trading and Derivatives Group, and is a member of the U.S. & International Tax Practice Group. Andie focuses her legal practice on derivative financial products (their taxation, management, trading, regulation and documentation) and energy and commodity trading, contract negotiation and dispute resolution. Chambers USA ranked Andie as a Leading Individual in tax for her "expertise in the tax treatment of financial instruments and derivatives." The Legal 500 ranked Andie as a Leading Lawyer in structured finance whose "expertise in financial derivatives is outstanding," as well as a Leading Lawyer in Domestic Tax and Financial Products categories as 'the best of class in a generation of lawyers' and takes a deep and active interest in tax policy development.

In 2007, Andie was named one of the 50 Most Influential Women Lawyers in America by the National Law Journal.® Andie is also the author of Financial Products: Taxation, Regulation, and Design.

Andrew J. Sherman is a Partner in the Washington, D.C. office of Jones Day, with over 2,500 attorneys worldwide. Mr. Sherman is a recognized international authority on the legal and strategic issues affecting small and growing companies. Mr. Sherman is an Adjunct Professor in the Masters of Business Administration (MBA) program at the University of Maryland and Georgetown University where he has taught courses on business growth, capital formation and entrepreneurship for over twenty-three (23) years. Mr. Sherman is the author of twenty-one (21) books on the legal and strategic aspects of business growth and capital formation. His eighteenth (18th) book, Road Rules Be the Truck. Not the Squirrel. (http://www.bethetruck.com) is an inspirational book which was published in the Fall of 2008.

Barbara L. Borden specializes in mergers and acquisitions, cross border transactions, joint ventures and other complex transactions and public securities law. Ms. Borden represents strategic and financial buyers and sellers in public and private acquisitions. Ms. Borden also has significant experience in counseling boards of directors in connection with mergers and acquisitions and related governance and anti-takeover matters.

Ms. Borden has experience representing a broad range of technology, life sciences and other growth companies including software, electronic commerce, semi-conductor, telecommunications, biotechnology, medical device, healthcare, consumer finance, defense contractors, sporting goods and apparel and service companies.

Ms. Borden was recognized by Chambers USA: America's Leading Guide for Business Lawyers in 2011 in the areas of Corporate/Mergers & Acquisitions and named to the Legal 500: United States 2011 Edition for Mergers, Acquisitions and Buyouts category for large deals. Ms. Borden was also selected as the Lawyer of the Year in the 2012 edition of The Best Lawyers in America in the San Diego Mergers & Acquisitions Law category. Ms. Borden was selected as one of the Top 25 Women Lawyers in San Diego in 2011 by San Diego Super Lawyers, and was recognized by Super Lawyers in the category of Mergers & Acquisitions from 2007-2011. Ms. Borden was also named to the Lawdragon 500 Dealmakers in America list as well as recognized in the 2010 and 2011 editions of The Best Lawyers in America in the specialties of Corporate Governance and Compliance Law, Corporate Law and Securities Law.

Berl Nadler is partner of Davies Ward Phillips & Vineberg LLP, one of Canada's leading law firms, where he conducts a wide-ranging business law practice in that firm's Toronto and New York offices. Mr. Nadler has been recognized as a leading lawyer in The Best Lawyers in Canada, the Lexpert®/American Lawyer Guide to the Leading 500 Lawyers in Canada, the Lexpert® Guide to the Leading US/Canada Cross Border Lawyers in Canada and the Canadian Legal Lexpert® Directory. He is also listed in Who's Who in Canada. In addition to his practice, Mr. Nadler is a frequent speaker at professional conferences and has published articles and papers on a wide range of legal topics. He was for a number of years an Adjunct Professor at Osgoode Hall Law School.

Brian Breheny's areas of emphasis include: Mergers and Acquisitions, Securities Regulation, Corporate Finance and Corporate Governance. He began as chief of the SEC's Office of Mergers and Acquisitions in July 2003, and in November 2007 he became deputy director, Legal and Regulatory Policy. As deputy director, he was a member of the senior staff of the Commission with responsibility for the Division's legal and regulatory policy support offices (Chief Counsel, Chief Accountant, Mergers and Acquisitions, International Corporate Finance, Rulemaking, Small Business Policy and Enforcement Liaison).

He received a number of awards from the Commission for his service, including the Law and Policy Award for his work with the SEC's Office of Legislative Affairs on the Dodd-Frank Act; the Regulatory Simplification Award for his work on the amendments to the tender offer best-price rule; the Supervisory Excellence Award, for his leadership of the Office of Mergers & Acquisitions; and the Equal Employment Opportunity Award for his participation with the development and presentation of an advanced securities law class at Howard University School of Law.

Mr. Breheny was recently honored by The National Association of Corporate Directors as part of its Directorship 100 – a combination of leading corporate directors, corporate governance practitioners and public policy leaders who are recognized as the most influential people in the boardroom and the corporate governance arena.

Bill Baxley is a partner in King & Spalding's Corporate Practice. His primary practice areas include Mergers and Acquisitions, Joint Ventures and Corporate Governance. Mr. Baxley is a former member of the firm's Policy Committee and has served in various other leadership roles within the firm, including as co-head of the firm's M&A Practice. Mr. Baxley's experience involves the full range of M&A transactions, including public and private company mergers, acquisitions and dispositions, tender offers, proxy contests, takeover defense, joint ventures, strategic investments, going private transactions and special committee representations. His practice involves a number of industries, including banking and finance, biotech, consumer products, energy, healthcare, insurance, telecom, transportation, retail and restaurants. In addition to U.S. domestic transactions, Mr. Baxley has extensive experience in successfully executing global and cross-border transactions.

Bar Qualifications

Charles M. Nathan is a member of the corporate department in Latham & Watkins' New York office, is Co-Chair of the firm's Corporate Governance Task Force and is former Global Co-Chair of the firm's Mergers and Acquisitions Group. His practice focuses on mergers and acquisitions, corporate counseling and corporate governance. Mr. Nathan represents companies and financial advisors in significant, high profile mergers and acquisitions. He has worked on some of the largest domestic and global M&A transactions in the last few years, including Roche's $45 billion acquisition of the public's minority stake in Genentech, InBev's $52 billion acquisition of Anheuser-Busch and LiveNation's $2.5 billion merger of equals with Ticketmaster Entertainment. Mr. Nathan has authored various articles on M&A topics and is a frequent contributor to various legal publications. He is recognized among a small group of "personalities and institutions that shape the governance establishment" by The Deal. He is also ranked as a leading mergers and acquisitions attorney in the 2010 Chambers US legal guide.

Chief Corporate Knowledge Counsel

Cheryl Kaeser is the Firmwide Chief Corporate Knowledge Counsel. She has practiced in corporate, mergers & acquisitions, capital markets, corporate finance and private equity. Ms. Kaeser became a partner in 1994 and the Firm's chief knowledge management professional for the corporate group in 2003.

Christopher Bellini is a Partner in Dorsey & Whitney's Corporate group, Chair of the Private Equity practice group and a member of the firm's Capital Markets, Mergers and Acquisitions and Venture Capital and Emerging Companies practice groups. Mr. Bellini specializes in the areas of mergers and acquisitions involving publicly and privately held companies and private equity acquisition and divestiture transactions. Mr. Bellini is also experienced in SEC-registered public offerings and private placement transactions.

Chris Cox is a partner at Bingham and a member of the Corporate, Mergers & Acquisitions, and Securities Group, advising global companies on strategic issues, corporate governance, securities regulation and general business matters worldwide. He is also a principal of Bingham Consulting Group, focused on strategic issues involving federal and state governments, homeland security, and multistate litigation. In private practice prior to joining Bingham, Chris was a partner in the international law firm of Latham & Watkins in Los Angeles and Orange County, and a member of the firm's national management. In 1986 he left Latham to work as a White House counsel to President Ronald Reagan.

During a 23-year Washington career, Chris was chairman of the U.S. Securities and Exchange Commission, chairman of the Homeland Security Committee in the U.S. House of Representatives, the fifth-ranking elected leader in the House and a 17-year member of Congress from California. As a member of the House, Chris was chairman of the Select Committee on U.S. National Security and a senior member of the Energy and Commerce Committee and the Financial Services Committee. For 10 years he served as chairman of the House Policy Committee. In each of these capacities he was responsible for significant legislation, including the Internet Tax Freedom Act, the Securities Litigation Reform Act and the Support for Eastern European Democracy Act.

Daniel Ganitsky is a Partner in the Mergers & Acquisitions and Latin America Groups. Over the course of his career, Daniel has had significant roles in numerous public company transactions, acquisitions of private companies or businesses, restructurings, proxy contests and financial advisor representations.

In 2012, the M&A Advisor selected Daniel as one of the top 40 M&A professionals under the age of 40 and Finance Monthly selected him as a "Dealmaker of the Year." He is a member of the Law360 Mergers and Acquisitions Editorial Advisory Board. Daniel has been recognized by Chambers Global, Chambers Latin America and Legal 500. Chambers notes that he is "a hardcore M&A lawyer" and "has received great acclaim as one of the most promising younger partners in the market." Since joining Proskauer in the summer of 2010, Daniel has been particularly active in the Firm's representation of clients in public company transactions, cross border matters and private equity investments. Daniel routinely advises corporations, stockholders, directors and officers in connection with SEC reporting obligations and periodic reports (including proxy statements, registration statements, Form 8-Ks, and Schedule 13Ds), formation of entities, board governance, stockholders affairs, SEC no-action letters, "poison pen" letters, shareholder rights plans and other corporate law and securities matters.

Dawn H. Dawson has worked on complex commercial cases involving patent, trade secret, antitrust, trademark, copyright and related matters. Prior to joining Kirkland & Ellis, Dawn was the Technology Transfer Administrator at St. Jude Children's Research Hospital where she drafted and negotiated contracts for the protection and commercialization of intellectual property developed there. Dawn had previously worked in St. Jude's Immunology Department where she assisted in a project to develop a polyvalent vaccine to the HIV virus. Dawn authored the article, Supreme Court Reaffirms the Broad Scope of Patentable Subject Matter, which appeared in the Spring 2002 issue of the K&E intellectual property publication, Biotech Update.

Deborah's Practice responsibilities include supporting Lincoln's general account investment activities, with particular emphasis on private placement transactions. She also advises Lincoln on various topics relating to implementation of the Dodd-Frank Act, including Title VII on Derivatives, and is engaged in developing and advocating industry positions in the rulemaking process. She is a member of the Association of Corporate Counsel and a Fellow in the American College of Investment Counsel, where she serves as a member of the Transaction Process Management Committee.

Dennis J. Block is Senior Chairman of Global Mergers & Acquisitions Practice at Greenberg Traurig. He has handled numerous mergers and acquisitions transactions – both hostile and friendly – on behalf of acquirers, targets, and investment banks.

The range of transactions includes mergers, acquisitions, proxy contests, joint ventures, third-party tender offers, self-tender offers, and spin-offs, and other forms of corporate restructurings.

As a corporate counselor, Dennis has been retained to represent public companies, entrepreneurs, private equity and hedge funds, and investment and commercial banks in connection with issues of major public interest and debate. Dennis' practice involves the representation of Corporate Boards and Audit, Compensations, and Special Committees thereof in connection with numerous issues, including corporate governance. Dennis also represents public companies in connection with SEC investigations.

Dennis has been Co-Chairman of the Committee on Corporate Counsel and a member of the Council of the Section of Litigation of the American Bar Association. He has co-authored The Business Judgment Rule: Fiduciary Duties of Corporate Directors (5th ed. 1998 and Supp. 2000). He is also co-author of a monthly column in the New York Law Journal,® co-editor of The Corporate Counsellor's Deskbook (5th ed. 1999), and a member of the editorial boards of several legal publications.

Dieter Schmitz focuses on global mergers, acquisitions and strategic alliances involving companies in a wide range of product and service sectors. Because of his background and German fluency, many of these transactions are international in nature – mainly between the United States and Europe. Mr. Schmitz also authors a number of publications and gives speeches addressing many aspects of international business transactions.

Dieter Schmitz's practice principally involves advising US and foreign clients on acquisitions, divestitures, joint ventures, strategic alliances and other business transactions. He has practiced in the Firm's Chicago, Berlin and Frankfurt offices since 1984. Mr. Schmitz and his 25 years as an international lawyer at Baker & McKenzie were profiled in the January 2009 issue of Chicago Lawyer. He has also held various leadership positions with the Chicago Bar Association, the Chicago Council on Foreign Relations, the Greater Chicago Chapter of the United Nations Association – USA and the German American Chamber of Commerce of the Midwest.

Edward Best is co-leader of the firm's Capital Markets and Financial Institutions groups, as well as the firm's Israel Practice. He is widely recognized as one of the nation's leading capital markets attorneys. Eddie's experience includes capital markets, mergers and acquisitions, and general corporate practice.

Chambers USA noted that "Edward Best's 'extremely quick mind' makes him a popular figure among lawyers and clients alike. 'He is never stumped by a question . . ..'" Eddie has been described as "Aptly named, as he's one of the best in town," and as "A 'stand-out debt and equity' lawyer." Legal500 recommended Eddie in "Capital Markets – Debt – Advice to Issuers" and "Capital Markets – High-Yield – Advice to Managers," noting that Eddie is "chief amongst [Mayer Brown's excellent partners]." Eddie is also listed in Who's Who Legal, Best Lawyers in America for Securities Law, the Guide to the World's Leading Capital Market Lawyers, The International Who's Who of Capital Markets Lawyers (2007), and the International Who's Who of Business Lawyers (2008). In addition, he has been named among the "Leading Lawyers" in Illinois in the categories of Corporate Finance Law, Mergers and Acquisitions Law, and Securities and Venture Finance Law.

Frank Aquila advises a broad range of companies, boards of directors and special committees with respect to corporate governance, mergers and acquisitions, takeover defense, strategic alliances and related matters.

Mr. Aquila serves as a regular adviser to global leaders such as Amgen, Anheuser-Busch InBev, British Airways and Diageo. He has represented Amgen, the world's largest biotech company, in its acquisitions of Abgenix, Alantos Pharmaceuticals, Avidia, BioVex and Ilypsa, and their collaborations with Kirin and Airways in numerous collaborations with Takeda. Mr. Aquila has represented British transactions over the last 20 years, including its recently completed merger with Iberia, as well as in its previously completed joint venture with American Airlines and Iberia. Mr. Aquila represented InBev in its unsolicited acquisition of Anheuser-Busch and has subsequently represented Anheuser-Busch InBev, the world's largest brewer, in the sale of Busch Entertainment to an investor group led by Blackstone and other divestitures. Over the last decade he has represented Diageo, the top premium beverage alcohol company, in many significant transactions, including its sale of Burger King Corporation to an investor group led by Texas Pacific Group and the merger of Pillsbury with General Mills; its acquisitions of Seagram Wines and Spirits, The Chalone Wine Group, Rosenblum Cellars and Stirrings; the restructuring of its U.S. joint venture arrangements with Moët Hennessy; and its joint venture with respect to Ketel One Vodka.

George Casey is Co-Head of Shearman & Sterling's Global Mergers & Acquisitions Group and an elected member of the firm's Policy Committee. Mr. Casey has extensive experience in U.S. domestic and cross-border M&A transactions, venture capital financings, strategic investments and joint venture transactions, representing many of the largest U.S. and non-U.S. corporate and investment banking clients. Mr. Casey has been recognized and recommended as a mergers and acquisitions practitioner by Chambers Global: The World's Leading Lawyers for Business, Legal 500, IFLR 1000 U.S. and PLC Which Lawyer? Mr. Casey is also a Lecturer in Law at the University of Pennsylvania Law School where he teaches a course in mergers and acquisitions.

Gregg Berman is a partner in Fulbright & Jaworski L.L.P.'s New York office and a Vice Chair of our Securities Practice Group. He has an active corporate and securities practice, representing companies and investment banks in all types of public and private debt and equity offerings, including cross-border transactions.

Gregg also represents public and private companies in merger and acquisition activities, with a particular emphasis on complex international transactions.

Greg has co-authored many publications, including: "Key Transactional Securities and Public Company Disclosure/Governance Provisions," The International Law Firm of Fulbright & Jaworski – Financial Reform Task Force, July 20, 2010 and "SEC Claws 'Innocent' Officers," Fulbright & Jaworski L.L.P. Briefing, June 2010.

Hal Leibowitz is chair of WilmerHale's Corporate Practice Group and a senior member of the firm's Mergers and Acquisitions Committee. His practice focuses on corporate and securities law matters for companies in the technology, life sciences and services industries, with an emphasis on mergers and acquisitions and public company counseling. Mr. Leibowitz routinely advises clients and their boards of directors on a wide range of merger and acquisition transactions, including acquisitions and dispositions of public and private companies, tender offers, exchange offers and going private transactions.

Mr. Leibowitz has consistently been recognized as a leader in mergers and acquisitions. He is named as a leader in corporate/M&A in the 2007, 2008, 2009, 2010 and 2011 editions of Chambers USA: America's Leading Lawyers for Business, and recognized in the 2004, 2005, 2007, 2008, 2009, 2010 and 2011 editions of Boston Magazine as a "New England Super Lawyer" for mergers and acquisitions, as well as for his representation of public companies. Mr. Leibowitz is a member of the American Bar Association's Merger and Acquisitions Committee, including the Committee's Subcommittee on M&A Market Trends and Subcommittee on Acquisitions of Public Companies, and serves as Chair of the Market Trends Subcommittee's Deal Points Studies on the Acquisition of Public Companies.

James Bourdeau is the head of Nixon Peabody's Food, Beverage & Agriculture initiative and Deputy Practice Group Leader of the firm's Global Business & Transactions Practice Group. James concentrates on business law matters related to the formation, financing, expansion, and dissolution of corporations and limited liability companies. He works closely with senior management teams to provide advice on strategic decisions, business planning, and risk management. He is highly experienced at negotiating and executing complex corporate transactions including mergers and acquisitions, private placements, venture financings, secured transactions, and technology licensing.

James acts as general counsel to clients ranging from start-up ventures to mature public companies. These businesses represent a cross-section of the economy, including companies in the food and beverage, technology, biotech and industrial sectors. He is also deeply involved with the local Rochester, New York entrepreneurial community and has worked closely with local venture capital funds, universities, angel networks, incubators, and entrepreneurs.

Hogan Lovells Partner Jeffrey W. Rubin focuses his practice on domestic and international securities transactions, corporate finance transactions, and mergers and acquisitions. In the securities area, Mr. Rubin has represented issuers and underwriters in public offerings and private placement transactions, with an emphasis on international transactions. He has also represented private equity funds in connection with technology and other portfolio investments. Mr. Rubin is the Chair of the Federal Regulation of Securities Committee of the American Bar Association's Business Law Section. He may be reached at jeffrey.rubin@hoganlovells.com.

Jessica Pearlman is a partner in the firm's corporate group and resides in the Seattle office. Ms. Pearlman represents emerging and established companies in various corporate, securities, and finance matters, with an emphasis on mergers and acquisitions for both public and private clients, domestic and international. Ms. Pearlman has particular depth of experience in various technology sectors, including software, social media, data security, data storage, healthcare applications, mobile applications, and search and search engine optimization, as well as in digital and traditional media, biotechnology, and transportation. She is a frequent presenter on mergers and acquisitions topics. Ms. Pearlman serves as chair of the Mergers & Acquisitions Market Trends Subcommittee of the Mergers & Acquisitions Committee of the American Bar Association's Section of Business Law. Ms. Pearlman serves as the Chair, M&A Market Trends Subcommittee, M&A Committee of the American Bar Association's Section of Business Law, and as Co-Chair, ABA 2011 Private Target Deal Points Study. She is the co-author of "Negotiating M&A Escrow Agreements Checklist," Practical Law Company, http://us.practicallaw.com/3-506-5396, June 2011, as well as "What's the Market for that Cross-border Deal? The European, US and Canadian Private Target M&A Deal Points Studies," Business Law International, Volume 12, Number 2, May 2011.

Joel Greenberg is the Senior Corporate Partner and Co-Chair of the Canada Group at Kaye Scholer. He concentrates in U.S. and cross-border mergers and acquisitions of public and private companies, representation of financial sponsors, and securities transactions. He also advises publicly held and private companies on a wide variety of corporate governance and day-to-day corporate as well as transactional matters. He is a former Chair (2006–2009) of the Committee on Mergers & Acquisitions of the American Bar Association Section of Business Law.

Mr. Greenberg is included in Chambers USA: America's Leading Lawyers for Business; Legal 500 U.S.; The Best Lawyers in America; Who's Who Legal (Mergers & Acquisitions); Practical Law Company's Mergers and Acquisitions Guidebook; Experts Guides' 2012 Banking Finance & Transactional Guide; and EuroMoney's Guides to the World's Leading Mergers and Acquisitions Lawyers and Corporate Governance Lawyers.

John K. Hughes is a partner in Sidley Austin's M&A and Private Equity Group. He concentrates in transactional work, with an emphasis on merger and acquisition and private equity transactions, buyouts, recapitalizations and restructurings, strategic investments, and cross-border transactions. He has represented the full range of market participants involved in these transactions, including bidders (U.S. and non-U.S.), targets, private equity sponsors, hedge funds (as private equity investors, financing sources, and arbitrageurs), management teams, public companies, private companies, private investors, joint venture partners, financing sources, boards and special committees, investment banks, and governmental agencies (federal and state) engaged in M&A-related transactions. He has worked with private equity firms for more than 25 years. He is involved in all phases of the transaction process, ranging from initial planning, structuring, and negotiation, to implementation and ongoing post-acquisition advice to portfolio companies. He also works with investment banking firms in their capacity as financial advisor to parties involved in transactional matters and as providers of fairness opinions. He is a co-founder and current chair of the ABA Subcommittee on Private Equity M&A.

John F. Olson is a founding partner of Gibson, Dunn & Crutcher's Washington, D.C. office. Mr. Olson has extensive experience in general representation of business organizations as to corporate governance, corporate securities, corporate finance and merger and acquisition matters. He has acted as special counsel for boards of directors and board committees on governance issues and in assessing shareholder litigation, responding to business combination proposals and conducting internal investigations. He also has represented corporations, broker-dealer firms and individuals in defense of Securities and Exchange Commission and other governmental investigations. Mr. Olson served as the American Bar Association's Chair of the Business Law Section's Committee on Corporate Governance and Chair of the ABA's Committee on Federal Regulation of Securities. He is also former Chair of the ABA's Task Force on Regulation of Insider Trading, former member of both the Legal Advisory Committee of the New York Stock Exchange and the Legal Advisory Board of the National Association of Securities Dealers.

Mr. Olson is frequently recognized as one of the nation's foremost authorities on securities, corporate governance and mergers and acquisitions law. He was ranked among the leading securities regulation attorneys nationwide for 2009, 2010 and 2011 by Chambers USA: America's Leading Lawyers for Business. Mr. Olson was selected by the National Association of Corporate Directors and Directorship magazine as one of the "Directorship 100: The Most Influential People in the Boardroom," in the U.S. in both 2009 and 2010. He has been named by the International Financial Law Review as a Leading Lawyer in U.S. Mergers & Acquisitions and by both Legal Media Group and Who's Who Legal as one of the leading corporate governance practitioners in the world. He has been listed in The Best Lawyers in America for corporate and securities work in every edition published since its inception.

John M. Pollack, a partner in the New York office, practices in the areas of public and private mergers, acquisitions, divestitures, restructurings, recapitalizations and tender/exchange offers. His clients include private investment funds, as well as U.S. and foreign publicly traded companies.

John was recently named one of Law360's Rising Stars of 2013 for Private Equity (the publication's recognition for top private equity attorneys under 40). He is the co-principal author of the SRZ Large Market and Middle Market PE Buyer/Public Target M&A Deal Studies, which detail and compare the notable trends and themes in recent mergers and acquisitions involving private equity buyers and public company targets in the large market and middle market sectors. He worked on the merger of Charming Shoppes Inc. with Ascena Retail Group Inc., a transaction named the 2012 "North America Corporate Deal of the Year" by Global M&A Network and the 2012 "Corporate/Strategic Acquisition Deal of the Year" by The M&A Advisor; and the merger of DynCorp International Inc. with an affiliate of Cerberus Capital Management LP, a transaction which was selected by The Deal as one of 2010s "Private Equity Deals of the Year."

Jonathan Klein concentrates his practice in the areas of mergers and acquisitions, private equity, corporate finance, securities matters and restructuring for both domestic and international clients. Mr. Klein is Chair of DLA Piper's Mergers and Acquisitions practice group and heads DLA Piper's New York Corporate and Finance department. Mr. Klein has represented public and private companies in negotiated domestic and cross border acquisitions and dispositions (including mergers, stock transactions, asset deals and divestitures), as well as bidders and targets in contested transactions. Mr. Klein's private equity experience includes domestic and international leveraged transactions for both financial and strategic parties. His corporate finance experience includes public and private offerings of equity and debt securities and his general corporate practice includes advising public companies on SEC compliance and reporting issues, internal investigations, joint ventures, licensing and distribution agreements and providing general corporate advice and counsel to public and private companies, partnerships and individuals. He regularly counsels senior management, corporate boards and controlling stockholders with respect to acquisitions, dispositions, buyouts and general corporate and securities matters.

Joseph Crabb focuses his practice on corporate finance and securities matters including merger and acquisition transactions, public and private securities offerings, and counseling corporate officers and directors. Joseph has practiced for nearly 20 years and has experience with a wide variety of transaction structures across a broad range of industries, including matters for both private and public clients. He regularly advises boards of directors and management in connection with corporate governance and compliance issues.

Joseph is named a 2013 BTI Client Service All-Star, a distinction honoring select lawyers in the US who differentiate themselves from all others through excellence in client service. He has the distinction of being listed in The Best Lawyers in America since 2007 and has been included in Chambers USA: America's Leading Business Lawyers since 2003. He has also been selected as a Southwest Super Lawyer, a distinction honoring the top 5 percent of lawyers in the region, and one of bizAZ magazine's Up & Comers, and as a top lawyer for mergers and acquisitions by AZ Business Magazine.

Joseph E. Suh is a partner in the Structured Products & Derivatives Group, where he focuses his practice on structured private investment funds and other structured products, including ABS investment funds, structured notes, credit derivatives, equity derivatives, total return swaps, fund-linked derivatives, fund-linked notes and asset-backed securities. Joseph represents fund managers, dealers, issuers and managers of charitable foundations in connection with a wide range of structured fund, structured finance and derivatives transactions.

A published author and speaker on the subject of structured products, Joseph wrote, among other articles, "Negotiating SPV Structured Note Terms: A Primer For Investors" for Derivatives Week and "Impact of Proposed Changes to FASB 140 on Private Equity and Hedge Fund CFO's" for Securitization News, and coauthored "Keeping up with the Hedges" for Hedge Fund Manager. He spoke on the panel on "Funds and Institutional Investors in the Wake of Dodd-Frank" sponsored by West LegalEdcenter in November 2010, on the "Convergence of Structured Products and Hedge Funds – Bankers on the Buy Side" at Maples Investment Funds Forum 2009 and on "Developments in Structured Products and Derivatives" at SRZ's 17th Annual Private Investment Funds Seminar. Joseph also has been frequently quoted by newspapers, trade publications and journals, including American Banker, Total Securitization and Fox Business Network, on a wide variety of issues in the structured products industry.

At Perkins Coie Karl Ege advises senior executives and boards on matters involving corporate governance, internal controls and corporate investigations. Karl is also involved in advising the firm's investment and financial services clients and emerging companies, as well as assisting on the firm's efforts in Asia, Europe and Latin America. Karl returned to private practice in March 2008 after serving for more than 15 years as Chief Legal Officer for Russell Investments. While in that role he had global responsibility for Russell's legal, compliance, internal audit and risk management functions and was instrumental in developing Russell's international business. Although retired from Russell, he remains a director of the Russell 20-20 Association.

Karl is a former Chair of the American Bar Association Business Law Section and is the Business Law Section Liaison to the ABA Task Force on Financial Markets Regulatory Reform. He is also a former Chair of the Washington State Bar Association Business Law Section. Karl has served in a wide variety of leadership capacities at the American Bar Association, including as Chair of the Mergers & Acquisitions Committee. He was recently appointed by the ABA Board of Governors to the ABA Standing Committee on Audit. He has been actively involved in the APEC Business Advisory Council (ABAC) and in 2008 participated as a delegate to the World Economic Forum in Davos, Switzerland.

Kerry E. Berchem, co-head of Akin Gump Strauss Hauer & Feld LLP's corporate practice and member of the firm's management committee, advises companies, including boards of directors, and financial services clients, including distressed, private equity and hedge funds, in (i) mergers, acquisitions and private equity investments; (ii) capital markets transactions; (iii) corporate governance matters and (iv) reorganizations and recapitalizations. In 2011, she was named to the American Lawyer's "45 Under 45" list, recognizing the top female lawyers in private practice. In 2010, she led one of the largest financial services mergers of the year. Her areas of emphasis include: corporate, mergers and acquisitions, capital markets, corporate governance, corporate restructuring and insurance.

Lanny Schwartz is a member of Davis Polk's Corporate Department and the Trading and Markets practice within our Financial Institutions Group. He advises on securities compliance, regulatory and transactional matters. His clients include major international banks, broker-dealers, securities exchanges and consulting firms.

From 1999 to 2005, Mr. Schwartz was Executive Vice President and General Counsel of the Philadelphia Stock Exchange. Previously, he was Managing Director and Counsel at Bankers Trust Company, concentrating in bank and broker-dealer regulation and investment banking.

Lynne Barr, a partner in Goodwin Procter's Financial Services Group and chair of its Consumer Financial Services Practice, focuses on banking and financial services law. She advises banks, bank holding companies, brokerage concerns, mortgage companies, trade associations and other entities on general corporate matters, including the operation and offering of their products and services, particularly in the context of federal and state regulation of financial institutions and their activities. Ms. Barr has extensive experience in credit and mortgage lending matters (including licensing, disclosure, documentation, interest rate limitations and credit reporting), fair lending and equal credit opportunity issues, credit and deposit services, electronic banking and Internet services, and insurance products. You can find Lynne's full bio at http://www.goodwinprocter.com/People/B/Barr-Lynne.aspx.

Mark S. Bergman is co-head of the securities and capital markets group at Paul, Weiss, Rifkind, Wharton & Garrison LLP. Mr. Bergman has extensive experience in corporate finance and securities transactions. Offerings in which he has been involved range from traditional equity and debt (including high yield debt) to offerings of hybrid securities, principally for financial institutions. He has been involved in global capital markets transactions and other securities offerings for issuers in a variety of countries. As part of the firm's general representation of US and non-US companies listed in the US, Mr. Bergman advises a range of listed companies on reporting and other obligations under securities laws, establishment of corporate compliance programs, and compliance with corporate governance standards under securities laws and stock exchange rules.

He has advised companies in connection with SEC and other US regulatory investigations, and stock exchange proceedings. In cross-border M&A, Mr Bergman has been involved in cross-border tender offers, exchange offers and going-private transactions. He has also acted for sponsors in connection with leveraged acquisitions. Since the credit crisis, Mr. Bergman has also advised on negotiated private investments, restructurings, liability management transactions and the implications of regulatory reforms.

Michael R. Littenberg has over 20 years of experience representing issuers, boards of directors, board committees (including special committees), investment banks and investors in capital markets transactions, public and private M&A transactions and minority investments. As a significant part of his practice, he also advises on securities law and exchange compliance and governance matters, including Dodd-Frank. Michael's clients range from well-known large-cap companies to growing micro-cap companies and his experience spans every major industry and includes both domestic and foreign companies.

Michael is a frequent speaker at conferences and seminars, and has authored numerous articles and is frequently quoted as an expert in the business and specialty press on topics pertaining to his areas of expertise.

Michael Lubowitz is co-head of the firm's New York Private Equity and Mergers & Acquisitions Department. Mr. Lubowitz represents public and private companies in a broad range of transactions, including leveraged buyouts, friendly and hostile acquisitions, strategic investments, tender and exchange offers, proxy contests, spin-offs, director governance advice and in and out of court restructurings.

Mr. Lubowitz also has represented both issuers and underwriters in public offerings and private placements of equity securities and senior and subordinated debt instruments.

Michael Macaluso is a partner in DLA Piper's global Corporate Finance and Capital Markets practice. Mr. Macaluso has broad experience in managing complex and international corporate finance transactions including in the private equity space and has handled several hundred billion dollars in the aggregate in structured financings, such as domestic and cross-border asset-backed and mortgage-backed securities, conduits, synthetic securities, repos and credit derivatives. He also regularly serves as treasury counsel and outside general counsel for clients.

He works closely with various private equity, credit opportunity, and hedge funds, as well as REITs and other specialized investment vehicles. On the corporate finance side, Mr. Macaluso's experience includes joint ventures, acquisitions, divestitures, recapitalizations, and acquisition finance, with particular emphasis on the financial services sector.

Mr. Macaluso regularly advises clients in the establishment and ongoing management of various programs and strategies and has significant cross-border experience, particularly with respect to Europe and Latin America.

Michael O'Bryan is a partner in the firm's Corporate Department. His practice focuses on U.S. and international mergers, acquisitions, divestitures and other strategic transactions, including "going private" and other related party transactions. He has been involved in more than 350 M&A transactions, advising companies, boards and special committees, as well as investment banks, in both negotiated and contested transactions. Mr. O'Bryan has worked extensively with clients across a variety of industries, including in technology, software, telecommunications, Internet, consumer, and healthcare / life sciences sectors.

Mr. O'Bryan is recognized in Who's Who Legal – The International Who's Who of Mergers & Acquisitions Lawyers. He is also recommended as a leading lawyer by Chambers USA 2012, Legal 500 US 2012, Best Lawyers In America 2013 and Super Lawyers since 2009.

Michael S. Sackheim is a partner in Sidley's New York office, where he focuses on futures and derivatives regulatory, transactional and enforcement matters.

In the enforcement area, Mr. Sackheim was appointed by a federal court as the receiver in one of the largest foreign currency fraud cases ever brought by the government. He has recently represented a Dubai trading entity in a federal court injunctive action brought by the U.S. Commodity Futures Trading Commission (CFTC) and in a civil forfeiture action brought by the Department of Justice. Mr. Sackheim helped develop and obtained regulatory relief permitting the first public commodity pool traded on a securities exchange to be exempt from customary commodity pool prospectus delivery and position limits requirements.

Mr. Sackheim has represented several non-U.S. exchanges in petitioning the CFTC to permit their members to act as futures brokers for U.S. investors without being required to be registered with the CFTC. On a regular basis, he negotiates derivatives trading documents, including swap, repurchase, prime brokerage and futures agreements for hedge funds, mutual funds and other market participants.

Mr. Sackheim is the former Chair of the American Bar Association's International Securities Transactions Committee, as well as the former Chair of the New York City Bar's Futures & Derivatives Regulation Committee. Mr. Sackheim has been an Adjunct Professor at New York Law School where he taught a seminar on Derivatives Markets Regulation. He is the Managing Editor of Futures & Derivatives Law Report (published by Thomson Reuters/West LegalWorks™). Mr. Sackheim is the author of numerous scholarly articles in the areas of derivatives and legal ethics. He is a frequent speaker on these subjects before various groups, including the New York City Bar, American Bar Association, Practising Law Institute, Futures Industry Association and in-house legal departments of investment banks.

Neal F. Grenley's broad based practice relates primarily to international corporate and commercial transactions, with particular emphasis on international mergers and acquisitions transactions as well as transnational joint ventures. He has represented numerous US multinational and Middle Eastern clients in telecommunications joint ventures, construction joint ventures, real estate joint ventures, asset disposition and acquisitions, major contract negotiations and construction projects. His clients include aerospace contractors, commercial satellite manufacturers, mobile telephone operators, industrial enterprises, as well as financial institutions and high technology companies. Mr. Grenley is the Executive Partner for the New York Office. From 1978 to 1986, Mr. Grenley was a resident partner in what became the Firm's affiliated Jeddah, Saudi Arabia office. He has lectured widely on Middle Eastern law topics. His publications include: "Construction Contract and Project Financing Issues in Middle East Projects," International Commercial Agreements (PLI, 1991) Mahassni and Grenley, "Public Sector Dispute Resolution in Saudi Arabia," 21 The International Lawyer 827. He is a member of the International Bar Association and The Association of the Bar of the City of New York.

Peter Healy is a partner in O'Melveny's San Francisco office and a member of the Capital Markets Practice. He has extensive experience representing companies and underwriters in public offerings, private placements, mergers and acquisitions, going-private transactions, public and private debt offerings, and other capital market transactions. Peter also has recent experience in fund formation, private equity and hedge fund activities. He frequently advises boards of directors and independent committees in connection with various capital market and M&A transactions.

As a member of the Securities Practice Group, Ray Russo has represented issuers and underwriters in connection with initial public offerings, secondary offerings and Rule 144A debt offerings. His transaction experience includes offerings for both domestic and foreign issuers. He also regularly advises issuers and investors in connection with restructurings, recapitalizations and shareholder activism. Ray is recognized as a leading Capital Markets lawyer by Legal 500.

As part of his domestic and international issuer practice, Ray advises public companies on a range of corporate governance and disclosure issues. He also helps senior management and significant shareholders of public companies implement liquidity and monetization strategies.

He represents financial institutions on transactional and regulatory matters and also provides advice on trading and compliance issues to investment managers.

Robert Masella has extensive experience in mergers and acquisitions, corporate governance and capital markets and has advised on over $250 billion in transactions. In his M&A practice, he represents companies, boards of directors, board committees, private equity funds and investment banks in connection with mergers and acquisitions, sell-side and buy-side transactions, cross-border transactions, joint ventures, equity investments and unsolicited takeover offers.

From 2005 to 2010, Robert was with Bank of America Merrill Lynch, where he was a senior Managing Director in the Investment Banking Group advising clients on public and private M&A transactions, sell-side and buy-side processes, private equity investments and unsolicited transactions. Prior to working in investment banking at Bank of America Merrill Lynch, he was with Cravath, Swaine & Moore. Robert is a frequent speaker on panels on issues relating to mergers and acquisitions and corporate governance.

Samuel Wolff practices in the areas of securities law and corporate finance and has over 25 years of experience in the field. Mr. Wolff represents issuers and market participants in domestic and cross-border securities transactions, including public, private, offshore and secondary offerings, exchange offers and resale transactions. He regularly advises issuers and market participants with respect to trading issues and disclosure and securities compliance matters arising under the federal securities laws. His experience includes matters relating to Section 16 and 13(d), periodic reports, stock repurchase programs, insider trading compliance, Rule 10b5-1 plans, corporate governance, executive compensation, shareholder proposals, listing issues, 1940 Act and broker-dealer status issues and securities law aspects of equity derivative transactions. Mr. Wolff has also represented clients in enforcement proceedings before the SEC.

Mr. Wolff has been listed in multiple editions of Legal Media Group's "Guide to the World's Leading Capital Markets Lawyers" and Who's Who Legal's "The International Who's Who of Capital Markets Lawyers."

Sal Barbatano recently became of counsel to Shaw Gussis after many years as a senior partner in the bankruptcy and business reorganization group of Foley & Lardner LLP. Mr. Barbatano is internationally recognized in the bankruptcy field with more than 30 years of experience representing business clients in commercial disputes and bankruptcy litigation. He has been counsel to creditors' committees in a number of large cases including World Kitchens and Lancer Partners, L.P. (the first hedge fund Chapter 11 in U.S.history). He has also advised domestic and international banks and other financial institutions, pension funds, creditors' committees, trustees in bankruptcy, insurance companies, manufacturing companies, health care providers, and real estate developers regarding the structure of secured, credit‐enhanced, and securitized asset‐based transactions.

Mr. Barbatano is a former senior lecturer and adjunct professor at Loyola University Law School in Chicago and served as a member of the Illinois State Bar Association President's Select Committee on Bankruptcy Law Amendments in 1982 and 1983. He was listed in the Best Lawyers in America (1995‐6 edition). Mr. Barbatano was also selected for inclusion in the 2006, 2007, 2008, 2009 and 2010 Michigan Super Lawyers® lists for his work in bankruptcy, creditor and debtor rights. He has been given an AV rating by Martindale-Hubbell.

Scott Sonnenblick focuses his practice on corporate transactions. He has extensive experience in mergers and acquisitions across a wide range of transactions, representing buyers, sellers, special committees, financial advisors and investors in public and private mergers, acquisitions, tender offers, hostile contests, leveraged buyouts, spin-offs and venture capital transactions. Scott's M&A practice has spanned a variety of industries with a particular emphasis on cross-border transactions and complex joint ventures. He advises clients on corporate and securities laws, governance issues and U.S. Securities and Exchange Commission compliance and reporting matters. Scott also co-heads the U.S. executive compensation and benefits group at Linklaters.

Steven G. Scheinfeld is vice-chairman of Fried Frank's corporate department, co-head of the Firm's corporate real estate transactions group, and a member of the Firm's capital markets, mergers and acquisitions and private equity groups. He joined the Firm as a partner in 1998.

Mr. Scheinfeld has extensive experience in representing financial institutions and real estate companies in connection with public and private securities offerings, mergers and acquisitions, fund formations, corporate governance matters and financings. He also has significant experience representing companies in various businesses in complex strategic partnerships.

Tom Morante co-chairs Holland & Knight's Insurance Industry Team. His practice focuses on the intersection of insurance, securities, banking and tax laws in an evolving and increasingly complex global regulatory framework that demands flexible solutions to regulatory challenges and rapid adoption of "best practices." Mr. Morante counsels life insurers, property & casualty, health insurers, reinsurers, captive insurers, hedge funds, financial institutions, investment banks and financial intermediaries in connection with their domestic and international regulatory, compliance and transactional needs including with respect to authorization and licensing, development and distribution of insurance and investment products, enterprise risk management (ERM), corporate governance, insolvency and restructuring, and regulatory authority investigations.

Fluent in Spanish, he has also handled corporate finance and cross-border transactions in numerous foreign countries with emphasis on Latin America. He advises foreign insurers doing business in the U.S. on regulatory and transactional matters and assists insurance companies in connection with establishing operations in foreign countries. He also advises in connection with offshore insurance (with particular emphasis on Bermuda and the Cayman Islands), relative to establishing insurance operations and analyzing the foreign country laws implicated in sale of offshore products. He counsels clients on the Dodd-Frank Wall Street Reform and Consumer Protection Act and its evolving regulatory scheme, including with respect to the Federal Insurance Office, the Consumer Financial Protection Bureau and the Financial Stability Oversight Council and resolution authority for companies that pose systemic risk. Mr. Morante received his J.D. from American University Washington College of Law, and an LL.M. in International and Comparative Law from Georgetown University Law Center, LL.M., International and Comparative Law.

V. Gerard Comizio is the chair of the Paul Hastings Global Banking and Financial Institutions practice, resident in the Washington, D.C., office. He is a leading authority on banking and financial services matters. He has extensive experience in representing a wide range of both domestic and foreign bank, thrift, mortgage, industrial loan banks, trust and fiduciary, consumer and specialty lenders, and financial services companies. Mr. Comizio has been featured in the AMERICAN BANKER'S annual "Washington Insider's Survey of the 25 Most Influential People Involved in Financial Services Regulatory Issues", and recognized in Washingtonian Magazine’s "Top Lawyer" edition as one of the best banking lawyers in the United States. He also has regularly appeared on television, Internet media and radio discussing current banking and regulatory issues, including Fox Business News, Bloomberg TV, Wall Street Journal Online, Dow Jones Online, C-SPAN, The Deal Online, The Street, Reuters Insider, CBS radio and most recently NPR Radio's Marketplace to discuss bank regulatory capital and liquidity issues.

Warren de Wied's practice focuses primarily on mergers and acquisitions. For more than 20 years, Warren has advised major corporations, private equity firms, and investment banks in connection with significant business combination transactions and contests for corporate control, including domestic and cross-border negotiated mergers and acquisitions, hostile takeovers and takeover defense, proxy contests, and private equity transactions.

Prior to joining the firm, Warren was a managing director in the mergers and acquisitions group at Bank of America Merrill Lynch and its predecessor Merrill Lynch & Co., where he headed the firm's takeover defense and shareholder activist response practice. In this role, he advised clients in connection with takeover defense, contested bids, and activist shareholder campaigns, as well as corporate governance and investor relations matters.

Mr. William Lamb advises both public and private companies in mergers, acquisitions and divestitures, as well as financings. He represents bidders and targets in both negotiated and unsolicited mergers and acquisitions; and acts as counsel to issuers and underwriters in major financings. He also has written extensively on energy and securities law, including a variety of articles and papers discussing corporate governance, accounting and disclosure issues.

Mr. Lamb is regularly named among leading lawyers by Chambers Global and Chambers USA. Before becoming a lawyer, he was a certified public accountant with a major accounting firm.

Scott Ortwein is co-leader of Alston & Bird's securities group, and his practice is concentrated in the areas of corporate finance and mergers and acquisitions. Mr. Ortwein represents investment banking firms and public companies in a variety of industries in the areas of corporate governance, securities compliance, public and private securities offerings and mergers and acquisitions. Mr. Ortwein is also a frequent speaker and author on topics ranging from complicated business combination issues to securities regulation and reforms. Mr. Ortwein is listed in a number of publications as a leading corporate attorney, including Chambers USA: America's Leading Lawyers for Business.