Samuel Wolff practices in the areas of securities law and corporate finance and has over 25 years of experience in the field. Mr. Wolff represents issuers and market participants in domestic and cross-border securities transactions, including public, private, offshore and secondary offerings, exchange offers and resale transactions. He regularly advises issuers and market participants with respect to trading issues and disclosure and securities compliance matters arising under the federal securities laws. His experience includes matters relating to Section 16 and 13(d), periodic reports, stock repurchase programs, insider trading compliance, Rule 10b5-1 plans, corporate governance, executive compensation, shareholder proposals, listing issues, 1940 Act and broker-dealer status issues and securities law aspects of equity derivative transactions. Mr. Wolff has also represented clients in enforcement proceedings before the SEC.

Mr. Wolff’s recent experience includes the following transactions and other matters:

• $1.5 billion guaranteed senior note 144A and offshore offering (2009)
• €600 million dual tranche Euro-equity offering and listing on Euronext (2008)
• €950 million senior note Euro-offering with cross-guarantee structure (2007)
• $900 million accelerated stock repurchase plan for US public company (NYSE) (2007)
• $600 million accelerated stock purchase plan for US public company (NYSE) (2006)
• advise foreign stock exchange regarding issues under SEC Regulation S (2008)
• represent European executive of public company (NYSE) in enforcement proceeding before SEC (2005-2006)

Prior to joining Akin Gump, Mr. Wolff was a member of the SEC staff, where he served for three years in the Division of Corporation Finance. He was a member of the Chief Counsel’s Office of the Division of Corporation Finance and later, as deputy chief of the Office of International Corporate Finance, served as the co-draftsperson of the SEC’s Rule 144A and Regulation S rulemaking proposals. He recently completed a four-year term as a member of the National Adjudicatory Council of FINRA.

Mr. Wolff is co-author of the following legal treatises and books:

• Securities and Federal Corporate Law (multivolume treatise)
• International Capital Markets and Securities Regulation (multivolume treatise)
• Going Public and the Public Corporation (multivolume treatise)
• Emerging Trends in Securities Law (18 books in an annual series)
• Going Public Handbook

In addition to the books and treatises on securities law he has co-authored, Mr. Wolff has authored several law review articles and other publications, including—

• “Post-SOX Trends in Delistings and Deregistration,” Vol. 9.1 Richmond Journal of Global Law & Bus. (forthcoming 2009)
• “Federal Government Takes AIM at Executive Compensation,” 31 Sec. & Fed. Corp. L. Rep., No. 9 (Sept. 2009)
• "Recent SEC Initiatives Regarding Cross-Border Securities Regulation,” 30 Sec. & Fed. Corp. L. Rep. (December 2008) and 30 Sec. & Fed. Corp. L. Rep. (July 2008)
• “The New Executive Compensation Rules,” 28 Sec. & Fed. Corp. L. Rep. (Nov./Dec. 2006)
• “Section 16 in Transactional Practice," 32 Sec. Reg. L. J. (2004)
• “Implementation of International Disclosure Standards,” 22 U. Pa. J. Int’l Econ. L. 91 (2001)
• “Recent Developments in International Securities Regulation,” 23 Denv. J. Int’l L. & Pol. (1995)
• “Offshore Distributions Under the Securities Act of 1933,” 23 Law & Pol. Int’l Bus. (1991-1992)
• “Securities Regulation in the European Community,” 20 Denv. J. L. & Pol. (1991)
• “Trust Indenture Act Reform,” 17 Sec. Reg. L. J. 303 (Fall 1989)

Mr. Wolff’s presentations to bar and industry groups include the following—

• “International Securities Regulation and International Financial Reporting Standards,” New York State Bar Association, International Banking, Securities and Financial Transactions Committee of the International Law and Practice Section, New York City, February 24, 2009
• “Developments in US Securities Regulation and Impact on International Capital Markets, International Law and Practice Section, Committee on International Banking, Securities and Financial Transactions,” NY State Bar Association, New York City (2007)
• “US Securities Law and Capital Markets Transactions,” Presentation to a securities exchange in a Northern European country (2006)
• “Handling Corporate Crises,” Washington Metropolitan Area Corporate Counsel Association (2003)
• “Handling Corporate Crises, American Corporate Counsel Association,” Baltimore Chapter (2003)
• “International Securities Law – Disclosure Issues, Symposium on International Securities Law,” University of Pennsylvania Institute for Law and Economics, Philadelphia, PA (2001)
• “Glass-Steagall Act Reform,” Panel Discussion sponsored by Federal Commission on Securities Markets, Moscow, Russia (1999)
• “Developments in Private and Cross-Border Financing”, Presentation to American College of Investment Counsel, Private Placement Forum, Chicago, Illinois (1997)

Mr. Wolff has been listed in multiple editions of Legal Media Group’s “Guide to the World’s Leading Capital Markets Lawyers” and Who’ Who Legal’s “The International Who’s Who of Capital Markets Lawyers.”

Mr. Wolff received his A.B. magna cum laude from Brown University in 1979. He earned his J.D. in 1982 and his LL.M. in securities regulation in 1983 from the Georgetown University Law Center. He received his S.J.D. in 1995 from the University of Wisconsin Law School for his work involving international securities regulation. He was a post-doctoral fellow (in absentia) at Yale University and has studied at the London School of Economics.