Articles & Presentations (combined)

Public Companies

• Board of Directors: Pragmatic Realities Boston University School of Law, October 26, 2009
• It’s Time To Change Outdated Corporate Models Selker Leadership Interview - Part 2, June 28, 2009
• The SEC: What’s Wrong And How To Fix It Selker Leadership Interview - Part 1, June 16, 2009
• Legislation Won't Prevent The Next Madoff: SEC Needs Talent, Technology & Collaboration (Not New Laws) The Huffington Post, January 13, 2009
• Going Private: A Reasoned Response to Sarbanes-Oxley? Delisting of Companies, Chapter 7, The Icfai University (2008)
• Corporate Governance: Building an IPO and Merger Defense through Board Minutes 39th Annual Institute on Securities Regulation, (New York, New York), November 9, 2007
• Review Directors’ Meeting Materials to Ensure Consistent Disclosure Bowne Digest for Compliance Professionals, May 2007
• Effect of Sarbanes-Oxley on the C-Officers' of Public Companies Case Western Reserve University Weatherhead School of Management (Cleveland, Ohio) February 12, 2007
• Sarbanes-Oxley's Subtle Disclosure Costs Insights: Corporate & Securities Law Advisor, January 2007
• Practical Experience with Securities Reform Advanced Securities Law Workshop 2006 (San Diego, CA) August 17-18, 2006
• Reforming Sarbanes-Oxley: The SEC Advisory Committee Practising Law Institute's Advanced Securities Law Workshop 2006 (San Diego, CA) August 17-18, 2006
• Public Companies: Sarbanes' Oxley's Subtle Disclosure Costs Practicing Law Institute Handbook for the 2006 Advanced Securities Law Workshop (San Diego, CA); August 2006
• Public Company Board Governance SEC Updates - 2005, Bowne Seminar, (Cleveland, Ohio), October 28, 2005
• Recommendations to the SEC's Advisory Committee on Smaller Public Companies about Corporate Governance, Capital Formation, and Internal Controls Over Financial Reporting, and Accounting Moderator and Lead Spokesperson, SEC 24th Annual Government Business Forum on Small Business Capital Formation, (San Francisco, California) September 19-20, 2005, text available at www.sec.gov/info/smallbus/gbfor24.pdf (pp. 9-11, 22); also, see subscript.bna.com (Sept. 23, 2005)
• Smaller Issuers Unfairly Overburdened In Complying With Sarbanes-Oxley Abstracted from "The Impact of Sarbanes-Oxley on Mid-Cap Issuers", Bowne Digest for Corporate & Securities Lawyers, May, 2005
• The Impact of Sarbanes-Oxley on Mid-Cap Issuers Lead Author, The Review of Securities & Commodities Regulation, December, 2004
• Blocking the Boards: Sarbanes-Oxley Prevents Corporate Boards from Making Decisions Based on Solid Business Principles Inside Business - Guest Column, March, 2005
• At What Cost HRO Alert, references "The Impact of Sarbanes-Oxley on Mid-Cap Issuers" and "Going Private: A Reasoned Response to Sarbanes-Oxley" February 7, 2005
• Financial Statement Transparency in Management's Discussion and Analysis - 2003 The Lawyer's Brief, November 30, 2004
• Going Private: A Reasoned Response to Sarbanes-Oxley SEC 23rd Annual Government-Business Forum on Small Business Capital Formation (Washington, D.C.) September 20, 2004 (text available at www.sec.gov/info/smallbus/pnealis.pdf)
• The Impact of Sarbanes-Oxley on Mid-Cap Issuers SEC 23rd Annual Government-Business Forum on Small Business Capital Formation (Washington, D.C) September 20, 2004 (text available at www.sec.gov/info/smallbus/mmorgensternmidcap.pdf)
• Going Private: A Reasoned Response to Sarbanes-Oxley Builder UK, September 13, 2004
• The Impact of Sarbanes-Oxley on Mid-Cap Issuers Builder UK, September 13, 2004
• Going Private: A Reasoned Response to Sarbanes-Oxley PLI Advanced Securities Law Workshop (San Diego, CA) August 12, 2004 www.sec.gov/info/smallbus/smallbus-toc.htm
• The Impact of Sarbanes-Oxley on Mid-Cap Issuers PLI Advanced Securities Law Workshop (San Diego, CA), August 12, 2004 www.sec.gov/info/smallbus/smallbus-toc.htm
• Best Intentions. Sarbanes-Oxley: A Law of Unintended Consequences Smart Business Magazine, June 2004
• Off-Balance Sheet Disclosures in MD & A The Review of Securities & Commodities Regulation, January 28, 2004
• MD & A 2003: The Off-Balance Sheet Rules (a Mid-Cap Perspective) 35th Annual PLI Institute on Securities Regulation (New York, New York), November 6, 2003
• Executive Compensation After The Sarbanes-Oxley Act of 2002 Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C), September, 2002
• Buying and Selling Public Companies Weatherhead School of Management, Case Western Reserve University (Cleveland, Ohio) January 17, 2002
• The Negotiation Dance: Buying a Public Company Weatherhead School of Management, Case Western Reserve University (Cleveland, Ohio) February 10, 2000
• Is Going Public in Your Future? The Cleveland AD Association (Cleveland, Ohio) November 6, 1997
• Initial Public Offerings Guest Speaker, Executive MBA Program Cleveland State University (Cleveland, Ohio), May 17, 1997
• Disclosure Simplification - The Howard Task Force Recommendations Moderator, Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.) September 26, 1996
• SEC Small Business Initiatives 21st Annual SEC/AICPA National Conference on Current SEC Developments (Washington, D.C) January, 1994
• Going Public Co-Chair, Kahn Kleinman-Coopers & Lybrand-McDonald & Company Securities-NASDAQ Stock Market, Inc. Seminar (Cleveland, Ohio) November, 1994
• Executive Compensation for Public Companies Federal Securities Law Institute (Ft. Lauderdale, FL) February, 1994
• Proxy Season 1993 - The New SEC Rules on Executive Compensation Federal Securities Law Institute (Ft. Lauderdale, FL), February, 1993
• Mechanics of Underwriting Greater Cleveland Bar Association (Cleveland, Ohio), April, 1985
• Initial Public Offerings -- Perspective of Company Counsel (Ohio Securities Bulletin, Vol. 1, Number 4, 1983

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Venture Capital and Private Equity

• Commercialization of Technology Boston University Engineering School Colloquium, (Palo Alto, CA) January 15, 2010
• Marking Your Territory-Protecting intellectual property, AirTran Inflight, January, 2010.
• Bridge Financing In A Crisis Often Pits Parties Against Each Other Bowne Review for Dealmakers, December 2009
• Crisis Bridge Financings — 2009 The Review of Securities & Commodities Regulation, September 23, 2009
• Venture Capital - How to Structure and Value the Deal University of San Francisco School of Business and Management (San Francisco, California), August 24, 2007
• Fundraising, Valuations, Dilution, Term Sheets, and Negotiations Jumpstart, a Kauffman Foundation Seminar (Cleveland, Ohio) June 6, 2007
• Discussion of Case Studies and Valuation Jumpstart, a Kauffman Foundation Seminar, The Power of Angel Investing - (Cleveland, Ohio) October 25, 2006
• Small Business Capital Raising SEC's 25th Annual Government-Business Forum on Small Business Capital Formation (SEC's Headquarters Washington, D.C.) September 29, 2006
• Group Therapy: SEC Rules Confound Partnerships Between Private Equity Firms and Hedge Funds The Deal, September 22, 2006
• Life Support: Crisis Bridge Financing The Deal, August 7, 2006
• Crisis Bridge The Deal, August 4, 2006
• Investor Defaults. How to Protect Your Private Equity or Venture Capital Fund Private Equity Fund Raising 2002, Institute for International Research (New York, New York), September 18-19, 2002
• Broker-Dealer or Finder - Financial Intermediaries in Private Placements Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.), September, 2002
• On Being an Entrepreneur: Sometimes you eat the bear, and sometimes the bear eats you. (Michael D. Solomon) Distinguished Speaker Series Graduate School of Management, Kent State University (Kent, Ohio) April 22, 2002
• Bridge Financings Psychological and Financial Architecture, March 2001
• Meet the Invendor Venture Capital & Startups, February 14, 2001
• Bridge Financings - Alternative Structures Weatherhead School of Management, Case Western Reserve University (Cleveland, Ohio) February 10, 2001
• Business and Legal Capital Structures for Venture Capital and Institutional Investors Practicing Law Institute, Satellite Broadcast (New York, New York) December 7, 2000
• Transitioning into the New Economy Panelist, Forum sponsored by EMC, Cisco Systems, Oracle, and Bowne (Cleveland, Ohio), October 31, 2000
• Bricks and Mortar: Finding Early Stage Capital and the Quest for Later Stage Capital Moderator, Securities and Exchange Commission Small Business Capital Formation Forum (San Antonio, TX) September 11-12, 2000
• Barbarians on the Net Panelist, Council of Development Finance Agencies, 2000 Spring Education Conference (Cleveland, Ohio) May 18, 2000
• The Definitive Deal Dictionary 1999
• Balancing the Deal: Private Placements - What They Can Mean to Your Client Bowne & Company (New York, New York) 1998, p. 401 (co-author).
• Venture Capital: Exit Strategies Securities and Exchange Commission Small Business Capital Formation Forum (Chicago, IL) September 24, 1998
• Impact of Regulatory Changes on the Venture Capital Market Federal Securities Law Institute (Coral Gables, FL) February 6-8, 1997
• The Wallman Commission Report on Capital Formation and Regulatory Processes Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.) September 27,1996
• Balancing the Deal: Private Placements - What They Can Mean to Your Client Business Law Today Volume 5, Number 2, November/December, 1995
• Venture Capital: Structures and Alternatives, Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.) September 9, 1994
• Venture Capital: Deal Structure and Vocabulary Federal Securities Law Institute (Miami, FL) 1990

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Private Placements and Exempt Offerings

• Corporate Survival: Crisis Bridge Financings Boston University School of Law, October 26, 2009
• Proposed SEC Small Business Regulatory Changes Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.) September 24, 2007, Co-Moderator
• The Best in Securities Offerings. Reprint of Balancing the Deal: Private Placements - What They Can Mean to Your Client Co-Author, Bowne & Co., New York, 1998
• Balancing the Deal: Private Placements - What They Can Mean to Your Client Co-Author, Business Law Today, Vol. 5, No. 2, November/December 1998
• Private Placements to Accredited Investors Moderator, Securities and Exchange Commission Small Business Capital Formation Forum (Providence, RI), September 13-14, 1995
• Exempt Securities Offerings, Foreign and Domestic Securities and Exchange Commission Small Business Capital Formation Forum (Providence, RI), September 8, 1994
• Exempt Securities Offerings Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.), September, 1993
• Regulation D and the Small Business Initiatives Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.), September, 1993
• Private Placement Guidelines - A Lawyer's Letter to a First Time Issuer American Bar Association Section of Business Law, November 1992
• Intrastate Exemption - An Insider's View of the Rule 147 Proposals Securities Law Section of the Cleveland Bar Association (Cleveland, Ohio), November 1991
• Rule 147 Proposals Federal Regulation of Securities Meeting of the American Bar Association (Washington, D.C), November 1991
• Proposal Letter to the Division of Corporate Finance and Small Business Division of Corporate Finance of the Securities and Exchange Commission Co-Chair and Co-Author, with Carl Schneider and Stanley Keller, American Bar Association Task Force to revise SEC Rule 147 on Intrastate Offerings, August 9, 1991
• Private Placements - Impact of Rule 144A Moderator, Federal Securities Law Institute, 1991
• Private Exemptions - The Need to Reform the Intrastate Exemption Moderator, Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.), September, 1990
• Regulation D - General Solicitation and Advertising Moderator, Federal Securities Law Institute (Miami, FL), September 1989
• Recent Developments in the Securities Laws Affecting Small Business Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.) September, 1989
• Regulation D Moderator, Federal Securities Law Institute (Miami, FL), 1987
• Corporations, Partnerships and Trusts as Purchasers Under Regulation D Real Estate Securities Journal, Volume 7, Issue 2, 1986
• Resales of Restricted Securities Moderator, Federal Securities Law Institute (Miami, FL), 1986
• Issuer Sales and Investment Partnerships Moderator, Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.), 1986
• Issuer Exemption from Broker-Dealer Registration Cleveland Bar Association, Securities Law Institute (Cleveland, Ohio), October 1985
• Offshore Investors Cleveland Bar Association, Securities Law Institute (February 1985)
• Securities and the Foreign Investor 5th Annual Southern Securities Law Institute (Miami, FL) February 1985
• Real Estate Securities and the Foreign Investor - Some Problems and Proposals Securities Regulation Law Journal, Volume 11, Number 332, 1984
• Extraterritorial Application of United States Securities Law - A Matrix Analysis 7 Hastings Int'l and Comp. L. Rev., Vol. 7, Number 201, 1983
• Extraterritorial Application of Federal Securities Law 3rd Annual Ohio Division of Securities Conference, 1982

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Real Estate and Real Estate Securities

• Finance for New Projects in the Caribbean First Caribbean Hotel & Tourism Conference (Paradise Island, Bahamas) April 3-4, 1997
• Buyer Beware: Clauses for Protection of the Buyer in the Purchase of Income-Producing Property Real Estate Outlook, February, 1989
• Introduction to Real Estate Securities Real Estate Institute, Cleveland Bar Association (Cleveland, Ohio) October, 1988
• Retail Trends in the Next Decade Moderator, National Real Estate Investment Forum, Wharton School, University of Pennsylvania (Philadelphia, PA) October, 1987
• Impact of Electronic Retailing Moderator, National Real Estate Investment Forum, Wharton School, University of Pennsylvania (Philadelphia, PA) October, 1987
• The Syndicator as a Securities Broker-Dealer Small Business Counselor , July, 1986
• Partnership Bibliography: 1980-1984 Co-Author, Business Law, Vol. 41, Number 2, 1986. Referenced on American College of Real Estate Lawyers at www.acrel.org
• RULPA in Ohio Real Estate Securities and Syndication Institute, May, 1985
• Securities and the Foreign Investor Cleveland Bar Association, Securities Law Institute (Cleveland, Ohio) February, 1985
• The Real Estate Syndicator as a Securities Broker-Dealer Real Estate Securities Journal, Vol. 6, Number 2, 1985
• Real Estate Syndications Ohio Conference of Real Estate Securities and Syndication Institute, (Columbus, Ohio) May 1984
• Real Estate Securities and the Foreign Investor - Some Problems and Proposals 11 Securities Regulation Law Journal, 332, 1984
• Joint Ventures - The Unexpected Real Estate Security Real Estate Securities Journal, Vol. 5, Number 1, 1984
• Real Estate Securities and the Foreign Investor - Some Problems and Proposals Securities Regulation Law Journal, Vol. 11, Number 332, 1984
• Real Estate Syndications Ohio Conference of Real Estate Securities and Syndication Institute, Ohio State University (Columbus, Ohio), May, 1984
• Real Estate Joint Venture Interests as Securities-the Implications of Williamson v. Tucker Washington University Law Quarterly, Vol. 59, Number 1231, 1982

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Buying and Selling Businesses

• Negotiations: Confessions of an Encyclopedia Salesman Weatherhead School of Management, Case Western Reserve University (Cleveland, Ohio) March 19, 2005
• Negotiation: The Science, the Art, and the Music Weatherhead School of Management, Case Western Reserve University (Cleveland, Ohio), February, 2004
• Negotiating: Techniques & Strategies Weatherhead School of Management, Case Western Reserve University ( Cleveland, Ohio) February, 2003
• Purchasing Public Companies Weatherhead School of Management, Case Western Reserve University, (Cleveland, Ohio) January 17, 2002
• Valuation - The Uncertain Science Weatherhead School of Management, Case Western Reserve University (Cleveland, Ohio) February 1, 2001
• The Negotiation Dance: Buying a Public Company Weatherhead School of Management, Case Western Reserve University, (Cleveland, Ohio), February 10, 2000
• Buying a Business: Negotiating Strategies and Psychology Weatherhead School of Management, Case Western Reserve University (Cleveland, Ohio) February 4, 1999
• Acquisitions -- The Zero Sum Game Ohio Society of Certified Public Accountants, Akron/Canton Chapter (Akron, Ohio) September 10, 1996
• Philosophy of Acquisitions Corporate Counsel's Quarterly, January, 1992
• Philosophy of Acquisitions Supplement to Dealing With Financially Troubled Companies, Business Laws, Inc. July 31, 1991
• Acquiring or Selling the Financially Distressed Company Moderator, Kahn Kleinman/Arthur Andersen/National City Bank Seminar (Cleveland, Ohio) September 26, 1990

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Finance

• Finance for New Projects in the Caribbean First Caribbean Hotel & Tourism Conference (Paradise Island, Bahamas), April 3-4, 1997
• Dealing with Financial Analysts Federal Securities law Institute (Ft. Lauderdale, FL), September, 1993
• Understanding Financial Covenants Cleveland Bar Association, Corporation, Banking, and Business Law Institute (Cleveland, Ohio) April, 1992
• The Effect of Changes in the Size and Ownership of Banks and Financial Institutions on Small Business's Ability to Secure Debt Financing Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.) September, 1987
• Start-Up Business Financing Securities and Exchange Commission Small Business Capital Formation Forum (Washington, D.C.) September, 1987

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