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, 2014 and 2015 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 2006-2016 editions of the Best Lawyers in America for his corporate governance practice and named the Boston Corporate Governance Law Lawyer of the Year for 2016
  • Named a BTI Client Service All-Star in 2014

Publications & News


August 17, 2015

WilmerHale Lawyers Named Among the 2016 Best Lawyers in America®, Seven Recognized as Lawyers of the Year

Best Lawyers in America® recognizes 99 WilmerHale lawyers and names seven partners as Lawyers of the Year in its 22nd edition. Only one lawyer in each legal practice specialty within each region is honored as a Lawyer of the Year.

July 15, 2015

SEC Proposes Compensation Clawback Rules

On July 1, 2015, the Securities and Exchange Commission voted 3-2 to propose new rules requiring national securities exchanges to establish listing standards requiring listed companies to develop, implement and disclose clawback policies.

May 19, 2015

WilmerHale Practices, Lawyers Ranked Among Nation’s Best by Chambers USA

Chambers USA: America's Leading Lawyers for Business announced its final rankings for the 2015 edition, with WilmerHale ranking among the nation's best in 46 practice area categories. Chambers also ranked 86 WilmerHale attorneys as leaders in their respective fields.

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 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.

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.

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).

Professional Activities

Mr. Wolfman is a 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 a member of the Society of Corporate Secretaries & Governance Professionals and serves on the advisory committee of the Eastern New England Chapter.

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