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 and 2014 editions of Chambers USA: America's Leading Lawyers for Business in the field of corporate/M&A for Massachusetts. In 2014, clients described him as "an extraordinary talent" whose "knowledge is incredible."
  • 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 2006-2015 editions of the Best Lawyers in America for his corporate governance practice
  • BTI Client Service All-Star, 2014

Publications & News


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

November 8, 2010

New Case Shows Importance of Regulation FD Compliance

October 27, 2010

SEC Proposes Rules for Say-on-Compensation Votes

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