hillip m. goldberg...counsel interviewed at fortune 1000 companies. mr. quick is also listed in...
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PHILLIP M. GOLDBERG
PARTNER
321 NORTH CLARK STREET SUITE 2800
CHICAGO, IL 60654-5313 (312) 832-4549
Phillip M. Goldberg is a partner with Foley & Lardner LLP, where he counsels securities broker-dealers and other clients on compliance with the federal and state securities laws and rules of the various self-regulatory organizations (SROs) and represents those clients in SEC enforcement proceedings and SRO disciplinary and other proceedings, litigation and grand jury investigations. Mr. Goldberg also assists special committees of boards of public companies in investigations of financial reporting and related conduct. He has represented various securities broker-dealers and investment advisors in SEC and SRO investigations of sales practices, municipal securities business, equity, fixed income and financial futures trading, and back office compliance and related supervision. He has represented various broker-dealers and individuals in significant investigations relating to research analyst conflicts of interest, sales of derivatives, IPO allocations, and financial reporting and net capital compliance. Mr. Goldberg represents public companies and individuals, including corporate officers and directors in SEC investigations, including investigations into the adequacy of financial and other reporting and internal controls and insider trading and related shareholder litigation. He also consults corporations and institutional investors in proxy contests and related takeover cases. Mr. Goldberg is a member of the firm's Management Committee. He is chair of the firm's Securities Enforcement & Litigation Practice and a member of the Securities, Commodities & Exchange Regulation Practice and Automotive Industry Team.
Mr. Goldberg was profiled in Illinois Legal Times as one of Chicago's best young litigators. He often speaks at bar and securities trade association programs on corporate internal investigations, SEC enforcement issues, and regulatory examinations, and has published several articles on these topics.
Mr. Goldberg received his law degree from DePaul University (J.D., 1983) and his undergraduate degree from Indiana University (B.A., 1980).
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RICHARD H. GRUBAUGH
SENIOR VICE PRESIDENT
D.F. KING & CO., INC.
48 WALL STREET NEW YORK, NY 10005
212.493.6950
Rick Grubaugh is a Senior Vice President of D.F. King & Co., Inc. and co-director of the Strategic Analysis and Proxy Division. Rick primarily advises corporations and shareholders involved in complex transactions specializing in corporate control situations such as proxy contests, mergers and hostile tender offers.
Rick formulates and recommends shareholder communications strategies for public companies in crisis situations. Prior speaking engagements include various programs sponsored by the Practicing Law Institute, programs sponsored by the Society of Corporate Secretaries and Governance Professionals and Georgetown University’s program on corporate governance issues.
Prior to joining King, Rick was a principle of MalCon Proxy Advisors, Inc. specializing in advising companies and activist shareholders in corporate control situations. Prior to forming MalCon, Rick was Managing Director of the Strategic Consulting Division of Beacon Hill Partners, Inc. and was primarily responsible for providing consulting services to clients involved in proxy contests and hostile tender offers.
Rick began his proxy solicitation career at the Carter Organization, Inc., joining that firm in 1986. Rick graduated from Virginia Wesleyan College in 1986.
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SETH W. HAMOT
MANAGING MEMBER
ROARK, REARDEN & HAMOT CAPITAL
MANAGEMENT LLC 420 BOYLSTON STREET
BOSTON, MASSACHUSETTS 02116 617.595.4405
Seth Hamot is a Managing Member of Roark, Rearden & Hamot Capital Management LLC, where he manages the Costa Brava Partnership. This investment fund focuses on the turnarounds of smaller companies and the purchase of distressed and defaulted debt. While in this position, he has grown assets under management from $2 million to $180 million and served on the Boards of Bradley Pharmaceuticals, CCA Industries, Contour Energy, Telos Corporation, TechTeam Global, Orange 21. He also has played significant roles in the Chapter 11 reorganization of Casual Male, Drug Emporium, and Fremont General, as well as the realization of value for shareholders of Sports Supply Group, Riscorp, LaSalle Re, Global Crossing (bonds).
Prior to that, Seth worked for Actionvest, where he formed various entities with two partners. While there he raised funds to purchase distressed debt and defaulted mortgages, specializing in complicated legal issues. With support from institutional investors the Actionvest entities controlled 1000 apartment and condominium units at deeply discounted purchase prices and he established a management company to oversee property maintenance matters.
Seth graduated cum laude from Princeton University in 1983 with a Bachelor of Arts in Economics.
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GAIL L. HANSON
DEPUTY EXECUTIVE DIRECTOR
STATE OF WISCONSIN INVESTMENT BOARD
P.O. BOX 7842 MADISON, WI 53707-7842
608.261.0187
As Deputy Executive Director for the State of Wisconsin Investment Board (SWIB), Gail is responsible for managing the day-to-day operations, ensuring the adequacy of internal controls and prudent investment processes, identifying strategic issues requiring attention by the agency, coordinating topics for consideration by the Trustees, providing direction for compliance and corporate governance activities.
Ms. Hanson began her professional career as an auditor with Price Waterhouse prior to joining Blue Cross & Blue Shield United of Wisconsin, which subsequently merged with Cobalt Corporation. In her last position as Senior Vice President, Treasurer and Chief Financial Office of Cobalt, Gail had responsibility for managing all corporate finance functions, including budgeting, financial reporting, oversight of internal and external auditors, and investment of corporate reserves, defined benefit and defined contribution retirement plan assets
Ms. Hanson holds a bachelor’s degree from the University of Michigan, and an MBA from the University of Chicago. She is a CPA and has her CFA designation. She is a board member of the Council on Institutional Investors and serves on the Public Company Accounting Oversignt Board Standards Advisory Group and the International Financial Reporting Standards Advisory Council.
The State of Wisconsin Investment Board is an agency responsible for managing assets of the Wisconsin Retirement System. As of 3/31/10, AUM were approximately $80.1 billion. Asset classes include domestic, international and emerging market equities, domestic and global fixed income, TIPS, high yield and emerging market debt and alternatives.
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PATRICK G. QUICK
PARTNER
777 E WISCONSIN AVENUE
MILWAUKEE, WI 53202-5306 (414) 297-5678
Patrick G. Quick is a partner with Foley & Lardner LLP and a member of the firm’s Transactional & Securities Practice and Sports Industry Team. Mr. Quick practices corporate law, with an emphasis in securities law compliance, acquisitions, and takeover defense. He regularly counsels several public companies concerning compliance requirements and governance matters and has participated in initial and other public offerings for Wisconsin corporations. Mr. Quick also has participated in many complex acquisition transactions representing both buying and selling parties in a variety of industries. He has been actively involved in the representation of clients doing advance takeover preparedness planning and has counseled clients who have received unsolicited takeover proposals or similar overtures.
Mr. Quick was among approximately 100 attorneys nationwide who made The BTI Consulting Group’s coveted Client Services All Star Team for 2005 and 2004. This honor is bestowed upon individual attorneys who deliver outstanding client service according to corporate counsel interviewed at Fortune 1000 companies. Mr. Quick is also listed in Chambers USA: America's Leading Lawyers for Business (2005-10). In addition, he has been selected by his peers for inclusion in the current edition of The Best Lawyers in America® in the areas of corporate law, mergers & acquisitions law and securities law. He was also selected for inclusion in the 2007, 2008 and 2009 Wisconsin Super Lawyers® lists for his securities & corporate finance work.
Mr. Quick is a member of the board of advisors of TheCorporateCounsel.net. His professional affiliations include memberships in the Milwaukee Bar Association, State Bar of Wisconsin, and American Bar Association. He served for many years on the board of directors of the Child Abuse Prevention (CAP) Fund and also has been involved in the United Way, the Children's Miracle Network Telethon for Children's Hospital of Wisconsin, and the Marquette University Business Administration Alumni Association.
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Mr. Quick graduated, magna cum laude, from the University of Michigan Law School in 1984, where he served as an editor of the Michigan Law Review and was elected to the Order of the Coif. He received his B.S., magna cum laude, from Marquette University, where he studied accounting.
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STEVEN H. SHAPIRO
GENERAL COUNSEL AND CORPORATE
SECRETARY
TAYLOR CAPITAL GROUP, INC.
9550 W. HIGGINS ROAD ROSEMONT, IL 60018
847.653.7380
Steve Shapiro is Vice President, General Counsel and Corporate Secretary of Cole Taylor Bank, a based in the Chicago area. In this capacity, Steve is responsible for all legal, compliance and corporate governance matters for this $4.6 billion bank and its publicly traded holding company.
Prior to that, Steve was Vice President, General Counsel and Corporate Secretary of eLoyalty Corporation, a publicly traded consulting company focusing on customer call centers. At eLoyalty, she oversaw the preparation, negotiation and completion of dozens of IT contracts, supervised the privacy function and advised the Board of Directors and executive management on corporate governance, securities law and human resource matters. Steve led two financings while at eLoyalty, served on its Branding Steering Committee, and implemented numerous innovations and process improvements.
Before that, Steve was Executive Vice President and Corporate Secretary of First Midwest Bancorp, Inc. At First Midwest Bancorp, he oversaw the legal, corporate governance, securities disclosure, investor relations, executive compensation and corporate development functions.
Before joining First Midwest Bancorp, Steve served as Deputy General Counsel and Assistant Secretary of FMC Technologies, where he counseled its food processing and airport products divisions; supervised the Chicago Law Department; oversaw the human relations, benefits compliance and governmental relations legal functions; and acted as lead counsel on all corporate, securities and merger and acquisition matters.
Steve acted as lead counsel for FMC Technologies’ initial public offering and its subsequent spin-off of FMC Technologies from FMC Corporation.
Steve’s legal expertise is in corporate governance, financings, mergers and acquisitions and securities and
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banking law. He is nationally recognized speaking on these and other topics, author of numerous articles and founder of several continuing legal education programs. He is a President of the Chicago Chapter of the American Society of Corporate Secretaries and currently serves on its Advisory Committee.
Steve graduated cum laude from Columbia University in 1979 and from the University of Chicago Law School in 1984.
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JOHN K. WILSON
PARTNER
777 E WISCONSIN AVENUE
MILWAUKEE, WI 53202-5306 (414) 297-5642
John K. Wilson is a partner with Foley & Lardner LLP where his practice focuses on mergers and acquisitions, corporate financings, and securities law and general corporate matters. He is a member of the firm's Transactional & Securities Practice and Energy Industry Team.
Mr. Wilson regularly represents public and private companies in a variety of industries on transactional and corporate matters. He represents buyers and sellers, both domestically and internationally, in public and private mergers, acquisitions, dispositions, spin-offs, leveraged buyouts, recapitalizations and other strategic alliances. Mr. Wilson also represents issuers and investment banks in public and private equity and debt securities offerings. He provides continuing advice to a number of public companies in a variety of industries regarding federal securities law compliance, disclosure and reporting, corporate governance and takeover defense matters. Mr. Wilson also has experience with venture capital and private equity fund formation and portfolio company investments, as well as hedge fund matters.
Mr. Wilson frequently lectures on corporate governance and securities law disclosure matters. He is a member of the Milwaukee Bar Association, the State Bar of Wisconsin and the American Bar Association.
Chambers USA: America’s Leading Lawyers for Business recognized Mr. Wilson as an "Up and Coming" mergers and acquisitions attorney in Wisconsin (2010). He was also named to the 2006 and 2007 lists of Wisconsin Super Lawyers – Rising Stars® for his mergers and acquisitions work.
Mr. Wilson received his J.D., magna cum laude, from Georgetown University Law Center, where he was elected to the Order of the Coif. He received his B.A., magna cum laude, from Marquette University, where he was elected to membership in Phi Beta Kappa.
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