People

Jonathan Wolfman

Partner

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.

Practice

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

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May 8, 2015

SEC Proposes Dodd-Frank Pay-Versus-Performance Disclosure Rules

On April 29, 2015, the Securities and Exchange Commission (SEC) voted 3-2 to propose new rules requiring companies to disclose the relationship between executive compensation “actually paid” and the company’s “financial performance.”

May 1, 2015

SEC Adopts Rules to Implement Regulation A+, Providing New Avenue for Capital Formation

On March 25, 2015, the Securities and Exchange Commission adopted amendments to Regulation A pursuant to Section 401 of the Jumpstart Our Business Startups Act for offers and sales of up to $50 million of securities annually. Regulation A+ creates two tiers of offerings that are exempt from registration under the Securities Act of 1933.

March 27, 2015

2015 M&A Report

Our 2015 M&A Report contains a detailed review of, and outlook for, the global M&A market. Other highlights include a comparison of deal terms in public and private acquisitions, updates on takeover defenses and the current climate around proxy access, and a look at the use of social media by public companies and activist shareholders in contested situations.

March 27, 2015

2015 IPO Report

Our 2015 IPO Report offers a detailed analysis of, and outlook for, the IPO market. The report features regional breakdowns, useful IPO market metrics, an update on the rates of adoption of various elements of JOBS Act relief available to emerging growth companies, and helpful tips on how to keep your directed share program company-friendly.

January 20, 2015

SEC's Division of Corporation Finance Staff to Express "No View" on Conflicting Shareholder Proposals This Proxy Season

On January 16, the Securities and Exchange Commission issued a statement from Chair Mary Jo White directing the SEC staff to review the application of Exchange Act Rule 14a-8(i)(9).

October 9, 2014

SEC Enforcement Actions Emphasize Importance of Stock Ownership Reporting Obligations for Public Companies and Insiders

On September 10, 2014, the Securities and Exchange Commission announced charges against 28 officers, directors and major stockholders of public companies for violating Section 16(a) and/or Section 13(d) of the Securities Exchange Act of 1934, as amended.

June 25, 2014

US Supreme Court Decides Closely Watched Case on ERISA "Stock Drop" Class Actions

In Fifth Third Bancorp v. Dudenhoeffer, a decision written by Justice Breyer, the US Supreme Court unanimously held that plan fiduciaries are not entitled to any special “presumption of prudence” under the Employee Retirement Income Security Act of 1974 (ERISA) when they decide to buy or hold employer stock in an employee stock ownership plan (ESOP).

May 23, 2014

Chambers USA Ranks Top WilmerHale Lawyers and Practices in 2014 Edition

We are pleased to announce the names of the individuals and practice areas that are ranked in the 2014 edition of Chambers USA: America's Leading Lawyers for Business.

May 6, 2014

2014 M&A Report

Our 2014 M&A Report offers a detailed review of, and outlook for, the global M&A market. Other highlights include a comparison of deal terms in public and private acquisitions, an update on takeover defenses, and insights into CFIUS and FCPA considerations in M&A transactions. We also look at financial statement requirements in mergers and acquisitions, and survey key terms in sales of VC-backed companies.

March 25, 2014

2014 IPO Report

Our 2014 IPO Report offers a detailed analysis of, and outlook for, the IPO market. The report features regional breakdowns; useful IPO market metrics; an update on the pros, cons and recent rates of adoption of various elements of JOBS Act relief available to emerging growth companies; and a look at the expanded role CEOs now must play in the IPO process.

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