People

Jonathan Wolfman

Partner

Co-Chair, Public Company Counseling Group

Wolfman, Jonathan

Jonathan Wolfman is a partner in the Corporate Practice Group and co-chairs the Public Company Counseling Group. He’s also a member of the Dodd-Frank Whistleblower Working Group. He joined the firm in 1989.

Practice

Mr. Wolfman concentrates his practice in corporate and securities law. He provides ongoing representation to several public companies and frequently advises the firm's public company clients on a wide range of disclosure, corporate governance and compensation issues, including compliance with SEC and stock exchange rules and understanding and addressing the impact of new and emerging disclosure and governance practices.

Mr. Wolfman also advises purchasers and sellers in various corporate transactions including tender offers, mergers and asset transactions. Additionally, he represents issuers and underwriters in initial and follow-on offerings of equity and debt securities.

His clients come from a broad range of industries, including computers, consumer products, telecommunications, biotechnology and retail.

Honors & Awards

  • Named a "New England Super Lawyer" (formerly "Massachusetts Super Lawyer") in the 2007, 2008, 2009, 2010, 2011 and 2012 issues of Boston Magazine
  • Selected by peers for inclusion in the 2006, 2007, 2008, 2009, 2010, 2011 and 2012 editions of The Best Lawyers in America

Publications & News

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May 6, 2013

2013 IPO Report

Our 2013 IPO Report offers a detailed analysis of, and outlook for, the IPO market. The report features regional breakdowns, a Q&A with former SEC Corp Fin Director Meredith Cross, and a discussion of the use of social media for investor communications under Regulation FD. We review the elements of relief being chosen by emerging growth companies under the JOBS Act; offer practical insight on “test-the-waters” communications and scheduling the first annual meeting of stockholders; summarize IPO disclosure requirements applicable to directors, officers, 5% stockholders and selling stockholders; discuss Form 10 IPOs as an alternative route to going public; and present useful IPO market metrics that are ordinarily unavailable elsewhere.

April 29, 2013

SEC Gives Nod to Use of Social Media Under Regulation FD—If Done Correctly

On April 2, 2013, the Securities and Exchange Commission issued a Report of Investigation that concluded an investigation by the SEC’s Division of Enforcement into whether the CEO of Netflix, Inc. had violated Regulation FD by posting an updated corporate metric on his personal Facebook page, without the company making any other simultaneous public disclosure of that metric.

March 21, 2013

WilmerHale Advises Yandex in $607 Million Secondary Offering

September 21, 2012

Conflict Minerals – A Summary of the SEC’s Final Rules

On August 22, 2012, the Securities and Exchange Commission, acting pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, adopted a final rule that will require public companies to make disclosures about the use of “conflict minerals” in the products that they manufacture or contract to manufacture. Congress adopted Section 1502 in order to further the humanitarian goal of ending the violent conflict and rampant human rights abuses in the Democratic Republic of Congo (the “DRC”), which have been partially financed by the exploitation and trade of conflict minerals from the region.

August 27, 2012

PCAOB Focuses on Audit Committee Interactions with Auditors

July 5, 2012

SEC Takes Next Step to Implement Dodd-Frank Act's Compensation Committee

April 29, 2011

SEC Proposes New Compensation Committee Rules

February 18, 2011

SEC Issues Final Rules and Interpretive Guidance on Say-on-Pay and Say-on-Frequency Advisory Votes

January 25, 2011

SEC Finalizes Rules for Say-on-Compensation Votes

November 17, 2010

SEC Proposes Whistleblower Protection Rules

Professional Activities

Mr. Wolfman is an active member of the ABA's Committee on Federal Regulation of Securities and is a former co-chair of the Subcommittee on Disclosure and Continuous Reporting.

Mr. Wolfman is the author of the corporate governance chapter in PLI’s Initial Public Offerings: A Practical Guide to Going Public and was a co-editor of The Practitioner’s Guide to the Sarbanes-Oxley Act published by the American Bar Association.

Practices

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Education

JD, magna cum laude, Harvard Law School, 1989

BS, State University of New York at Binghamton, 1986

Bar Admissions

Massachusetts

District of Columbia