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Contributor profiles NYSE 11 Wall Street New York, NY 10005 United States Tel +1 212 656 3000 www.nyx.com Scott R. Cutler Executive Vice President, Head of Global Listings Scott Cutler is executive vice president and head of global listings at NYSE, where he is responsible for managing the Exchange’s relationship with over 2,100 companies listed at the NYSE from Canada, Latin America, United States and Asia, as well as over 2,000 companies listed at the European domestic markets. In addition, Mr. Cutler is responsible for the Exchange’s relationship with the investment banking, private equity, venture capital, and legal communities to attract new listings and also oversees the capital markets business, including, initial public offerings for operating companies, structured products, closed-end funds, and REITs listing on the NYSE or NYSE MKT. He also oversees strategic development and M&A for the global listings business. Mr. Cutler has been involved in over $130 billion in initial public offering transactions since 2008, leading the NYSE to its #1 ranking globally among exchanges over the past four years, and 75% of the domestic U.S. market. He has managed some of the largest capital markets transactions in history, such as General Motors, Visa, Petrobras, HCA and Banco Santander Brazil, and led the NYSE’s transition in technology IPOs, with deals including AOL, AVG, Freescale, Fusion i-o, LinkedIn, Netsuite, Pandora, VMWare and Yelp! He is a regular commentator on CNBC and Bloomberg TV and is frequently quoted in financial publications such as The Wall Street Journal, Financial Times, Reuters, Bloomberg, New York Times, Exame (Brazil) and Caijing Magazine (China) on topics including capital markets, regulation and corporate governance. Mr. Cutler has an extensive background in investment banking and corporate securities law. Before joining NYSE, he was an investment banker focused on technology at SG Cowen & Co. and Thomas Weisel Partners. He was also a corporate securities lawyer at Cooley Godward, focused on M&A, IPOs, venture fund formation and venture capital representation. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 United States Tel + 1 212 225 2000 www.clearygottlieb.com Nicolas Grabar Partner ngrabar@cgsh.com Nicolas Grabar’s practice focuses on international capital markets and securities regulation, as well as the representation of large reporting companies, leading Mexican and Brazilian companies, Fortune 100 companies and global investment banks. He has extensive experience in international financings in public and private markets, including U.S. securities law applicable to foreign issuers, and in the regulation of financial reporting. He specializes in the telecommunications and natural resource sectors and has advised on acquisitions, joint ventures, privatizations and debt restructurings. Mr. Grabar was honored in 2011 as a “Dealmaker of the Year” and in 2010 as a “Dealmaker in the Spotlight,” each by The American Lawyer. IFLR, Chambers, The Legal 500, Latin Lawyer, The International Who’s Who of Lawyers and The Best Lawyers in America repeatedly recognize him as one of the world’s best capital markets lawyers. From 2002 to 2010, Mr. Grabar chaired the annual PLI program on foreign issuers and U.S. securities regulation. He is a co-author of U.S. Regulation of the International Securities and Derivatives Markets (published by Wolters Kluwer, 10th edition, 2012) and is currently a member of the TriBar Committee on Legal Opinions. Based in the New York office, Mr. Grabar became a partner in 1991. Mr. Grabar is a member of the Bar in New York and has been admitted to practice in France. Sandra L. Flow Partner sflow@cgsh.com Sandra Flow’s practice focuses on capital markets transactions and corporate governance, including the representation of both U.S. and international issuers, as well as underwriters, in a variety of Securities and Exchange Commission 120 NYSE IPO Guide
Contributor profiles (SEC) registered and private securities offerings and domestic and cross-border listings. Her corporate governance practice includes advising companies on their disclosure obligations and governance matters, including compliance with SEC requirements, the Sarbanes-Oxley Act and listing standards of the NYSE and NASDAQ. She has also advised a number of companies on issues relating to financial statement restatements. Ms. Flow has been recognized as a “leading lawyer” for capital markets by the IFLR 1000 Guide to the World’s Leading Law Firms and distinguished for her capital markets practice by The U.S. Legal 500. Ms. Flow is currently Chair of the Committee on Securities Regulation of the New York City Bar Association. Based in the New York office, Ms. Flow became a partner in 2004. She is a member of the Bar in New York. John Palenberg Partner jpalenberg@cgsh.com John Palenberg’s practice focuses on international capital markets transactions, particularly matters related to Japan and German-speaking Europe, and corporate governance issues. He has extensive experience with international debt and equity financings, restructurings, recapitalizations and refinancings involving obligors in the United States, Europe, Africa and the Commonwealth of Independent States. Chambers Global, Chambers Europe, The Legal 500 UK and The Legal 500 U.S. recognize him as one of the world’s best capital markets lawyers. Mr. Palenberg was resident in the Frankfurt office from 1996 to 2000 and in the London office from 2000 to 2010, and from 2004 to 2010, he divided his time between the London and Cologne offices. Prior to his return to the United States, JUVE ranked him as among the leading seven attorneys in Germany for debt offerings. Currently based in the New York office, Mr. Palenberg became a partner in 1991. He is a member of the Bar in New York. Mary E. Alcock, a counsel in the Cleary Gottlieb New York office, provided executive compensation and employee benefits expertise for this guide. In addition, Cleary Gottlieb associates Alex Speyer, Craig Fischer and Fred Martin, all of whom focus on corporate and financial matters, provided invaluable assistance, as did Cleary Gottlieb associates Liliane Diaba, who focuses on executive compensation and employee benefits, Brynn Lyerly, who focuses on litigation, and Julie Yip-Williams, who focuses on M&A and corporate governance. Cleary Gottlieb senior attorney Elizabeth Chang provided expertise in the area of Blue Sky law. We also thank Cleary Gottlieb associates Catherine Skulan and Nicole Puppieni, and former associates Femi Austin, Colleen Harp and Carsten Fiege, for their assistance on the first edition of this guide. Fenwick & West LLP Silicon Valley Center 801 California Street Mountain View, CA 94041 United States Tel + 1 650 988 8500 www.fenwick.com Jeffrey R. Vetter Partner jvetter@fenwick.com Jeffrey Vetter’s practice concentrates on public and private offerings of securities, mergers and acquisitions, counseling public and late-stage private companies and other securities law matters. Mr. Vetter’s recent public offerings include Tableau Software, Workday, Facebook, Proofpoint, Fusion-io, Jive Software, Responsys, SuccessFactors and ShoreTel. He has worked on more than 45 IPOs during his career. Mr. Vetter also represents underwriters of numerous initial public offerings, including the initial public offerings of Marin Software, Model N, Jive Software, Fusion-io, Salesforce. com and Omniture, and has experience with other public and private offerings of debt and equity securities and stock exchange listings, including the listing of SuccessFactors on the NYSE and Frankfurt Stock Exchange, corporate governance matters and joint ventures. Mr. Vetter has also advised companies with respect to corporate governance and SEC matters, activist stockholders and joint ventures. He also advises a variety of latestage private companies. Mr. Vetter was named a 2012 Attorney of the Year by The Recorder and is listed in Chambers USA for capital markets: debt & equity, U.S. News–Best Lawyers® for securities and capital markets law and is repeatedly selected as a Northern California Super Lawyer by Super Lawyers, a Thomson Reuters publication. William L. Hughes Partner whughes@fenwick.com William Hughes’s practice focuses on securities offerings, counseling public companies and securities law compliance. His experience encompasses initial public offerings, follow-on equity offerings, investment-grade debt offerings, NYSE IPO Guide 121
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