Jonathan Wolfman


Co-Chair, Public Company Counseling Group

Wolfman, Jonathan

Jonathan Wolfman co-chairs the Public Company Counseling Group. Over the last 20 years, Mr. Wolfman has established an exceptional practice advising public companies on a wide range of disclosure, corporate governance and compensation issues. He regularly advises public companies on understanding and addressing new SEC rules and other emerging issues. He has represented a variety of clients in M&A and capital markets transactions.


Mr. Wolfman concentrates his practice in corporate and securities law. He advises public companies on a wide range of disclosure, corporate governance and compensation issues, including compliance with SEC and stock exchange rules responding to shareholder proposals, formal and informal communications with investors and others, 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

  • Recognized in the 2013 edition of Chambers USA: America's Leading Lawyers for Business in the field of corporate/M&A for Massachusetts
  • Named a "New England Super Lawyer" (formerly "Massachusetts Super Lawyer") in the 2007-2013 issues of Boston Magazine
  • Selected by peers for inclusion in the 2006-2014 editions of The Best Lawyers in America for his corporate governance practice
  • BTI Client Service All-Star, 2014

Publications & News


September 25, 2013

SEC Proposes Rules for Pay Ratio Disclosure

At an open meeting on September 18, 2013, by a 3-2 vote, the Securities and Exchange Commission proposed a new rule,1 as mandated by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, to require companies to disclose (i) the median of the annual total compensation of all company employees (excluding the company’s principal executive officer), (ii) the annual total compensation of the company’s principal executive officer and (iii) the ratio between the two. A summary of the proposed rule is set forth below.

August 15, 2013

Best Lawyers in America® 2014 Recognizes Nearly 100 WilmerHale Partners, Naming Eight “Lawyer of the Year”

Nearly 100 WilmerHale lawyers have been selected for inclusion in the 20th edition of The Best Lawyers in America®—a respected peer-review publication in the legal industry. The 2014 list also highlights eight WilmerHale partners who have been named "Lawyer of the Year" by Best Lawyers.

May 24, 2013

Chambers USA 2013 Final Results Announced

Chambers USA: America's Leading Lawyers for Business today announced its final rankings for the 2013 edition, in which 93 WilmerHale lawyers and 44 firm practice areas have been recognized as leading in their field.

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

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.


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JD, magna cum laude, Harvard Law School, 1989

BS, State University of New York at Binghamton, 1986

Bar Admissions


District of Columbia