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William L. Tolbert, Jr. is a partner in Jenner & Block’s Washington, DC office. He is a member of the Firm's Corporate and Mergers & Acquisitions Practices and Co-Chair of the Securities Practice. Mr. Tolbert focuses on securities regulation and disclosure issues and sophisticated capital markets counseling. He represents public companies in mergers and acquisitions, public offerings and all aspects of equity and debt offerings as well as corporate governance matters.
A former Associate Director of the Division of Corporation Finance of the U.S. Securities and Exchange Commission, Mr. Tolbert concentrates his practice in securities law. As a senior member of the SEC, Mr. Tolbert set policy and resolved issues on disclosure matters on registration statements, proxy statements, periodic reports and requests for confidential treatment for all public companies. He provided guidance and interpretive advice regarding federal securities laws, rules, forms and policies relating to the Securities Act of 1933, the Securities Exchange Act of 1934 and the Trust Indenture Act of 1939. Most recently Mr. Tolbert drafted rules and assisted in setting policy for the implementation of the Sarbanes Oxley Act rulemaking and the emergency Arthur Andersen rulemaking. He also represented the SEC before Congressional Committees and Executive branch meetings. He has been a speaker on securities issues on numerous occasions for continuing legal education programs, at meetings with shareholder groups and corporate groups.
Prior to his promotion to Associate Director, Mr. Tolbert served as an Assistant Director. In this position he managed the Office of Transportation and Leisure, taking final action on all matters for over 1,000 public companies and for initial public offerings. He has extensive experience in the areas of mergers, going private transactions, capital raising transactions, initial public offerings and offerings of tracking stock.
In addition to his work at the Securities and Exchange Commission, Mr. Tolbert was an adjunct professor at the Georgetown University Law Center in Washington, DC, teaching a class in takeovers, mergers and acquisitions. Mr. Tolbert is the Vice Chair of the ABA Subcommittee on Proxy Statements and Business Combinations.
Mr. Tolbert graduated cum laude from Case Western Reserve University School of Law in 1988, and from The Ohio State University cum laude in 1985.
Publications:
- Contributor, "Practicing Under the U.S. Anti-Corruption Laws," Aspen Book Publishers, 2010
Available Publications:
- Client Advisory: SEC Approves Circuit Breaker Rules In Response To "Flash Crash" of May 6, 2010, June 11, 2010
Please click here to view client advisory. - Client Advisory: Update from the Tranches: The SEC Proposes Sweeping New Rules for Asset-Backed Securities, April 21, 2010
Please click here to view client advisory. - Contributor,“Practicing Under the U.S. Anti-Corruption Laws," Aspen Book Publishers, 2010, April 2, 2010
Please click here to view an excerpt from the treatise. - Client Advisory: What You Need to Know About The New SEC Guidance on Climate Change Disclosure, February 10, 2010
Please click here to view the advisory. - What You Need to Know About The New SEC Guidance on Climate Change Disclosure, Emerging Issues Commentary, LexisNexis, February 1, 2010
Please click here to view. - Client Advisory: SEC Issues New Guidance Regarding Climate Change Disclosures, January 28, 2010
Please click here to view the advisory. - "SEC Proposes New Rules for Disclosure by Issuers of Credit Ratings and Liability of Rating Agencies as ‘Experts’," Financial Fraud Law Report, January 2010
Please click here to view the article. - Client Advisory: SEC Adopts New Proxy Disclosure Rules for 2010 Proxy Season, December 18, 2009
Please click here to view the advisory. - News Alert: New SEC Guidance on Shareholder Proposals, October 27, 2009
Please click here to view the news alert. - Client Advisory: SEC Proposes to Add Flexibility to E-Proxy Rules to Increase Voter Response, October 19, 2009
Please click here to view the advisory. - Client Advisory: SEC Proposes New Rules for Disclosure by Issuers of Credit Ratings and Liability of Rating Agencies as "Experts", October 12, 2009
Please click here to view the advisory. - Client Advisory: SEC Proposes Amendments Likely to Impact the 2010 Proxy Season, July 2, 2009
Please click here to view the advisory. - Client Advisory: SEC Approves New Rules Mandating XBRL-Format Filings, December 18, 2008
Please click here to view the Client Advisory. - Client Advisory: SEC Issues Emergency Orders Regarding Short Selling in Effort to Curtail the Crisis of Confidence, September 22, 2008
Please click here to view the Client Advisory. - Client Advisory: SEC Issues Guidance on Company Web Site Usage, August 14, 2008
Please click here to view the Client Advisory - Recent SEC Rules and Announcements Impacting Small Public Companies, June 2008
Please click here to view the Client Advisory - Client Advisory: SEC Proposes New Rules Mandating XBRL-Format Filings, May 22, 2008
Please click here to view the Client Advisory - Client Advisory: Securities and Exchange Commission Proposes Revisions to the Cross-Border Tender Offer, Exchange Offer, and Business Combination Rules, May 16, 2008
Please click here to view the Client Advisory. - "Borrowed Voting..Perspectives on Legislation, Regulation and Litigation," AEI Legal Center for the Public Interest, April 1, 2008
Please click here to review the article. - Client Advisory: SEC Adopts Amendments to Rules Governing the Sale of Restricted and Control Securities, February 2008
Please click here to review the article. - Client Advisory: The Securities and Exchange Commission Proposes Revisions to Regulation D, August 2007
Please click here to view the Client Advisory. - Client Advisory: SEC Meets on Proxy Rules, Accounting Standards and International Financial Reporting Standards, July 27, 2007
Please click here to view the advisory. - Client Advisory: Securities and Exchange Commission Votes to Propose Interpretative Guidance for Management to Improve Sarbanes Oxley Section 404 Implementation and Adopt Amendments to the Proxy Rules Under Section 14 of the Exchange Act, December 15, 2006
Please click here to read the Client Advisory. - Client Advisory: Securities and Exchange Commission Proposes New Executive Compensation and Related-Party Transaction Disclosures, January 19, 2006
Please click here to view the Client Advisory. - Client Advisory: SEC Clarifies Views On Corporate Penalties, January 5, 2006
Please click here to read the Client Advisory. - Client Advisory: SEC Proposes Amendments to Best Price Rule for Tender Offers; Adopts Revisions to Periodic Filing Report Deadlines, December 21, 2005
Please click here to read the Client Advisory. - Client Advisory: SEC Approves Securities Offering Reforms, June 29, 2005
Please click here to read the Client Advisory. - Client Advisory: SEC Postpones Deadline for Internal Control Reports, November 29, 2004
Please click here to read the Client Advisory. - Client Advisory: The Securities and Exchange Commission Proposes Securities Offering Reform, October 26, 2004
Please click here to read the Client Advisory. - News Alert: Staff Legal Bulletin on Shareholder Proposals, September 2004
Please click here to read the News Alert. - SEC Bulletin Vol. 2, Issue 2, August 2004
Please click here to read the Bulletin. - News Alert: Securities and Exchange Commission Votes to Propose New Rules for Asset-Backed Securities, April 29, 2004
Please click here to read the News Alert. - SEC Bulletin Vol.2, Issue 1, March 2004
Please click here to read the Bulletin. - News Alert: Securities and Exchange Commission Issues Final Rules on Additional 8-K Requirements and Accelerated 8-K Filing Deadlines, March 2004
Please click here to read the News Alert. - News Alert: Securities and Exchange Commission Adopts Additional 8-K Requirements and Accelerates 8-K Filing Deadlines, March 2004
Please click here to read the News Alert. - SEC, NYSE and NASDAQ: New Disclosure Requirements for 2004, January 2004
Click here to view the advisory. - Client Advisory: SEC Issues Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations, 12/29/2003
Please click here to read the Client Advisory. - SEC Bulletin Vol.1, Issue 1, Winter 2003
Please click here to read the Bulletin. - Client Advisory: SEC Adopts Rules on Disclosure of Nominating Committee Functions and Communications Between Security Holders and the Boards of Directors, December 2003
Please click here to view the Client Advisory. - News Alert: SEC Comment Letters and Company Response Letters Now Available on LIVEDGAR, December 2003
Please click here to view the news alert. - News Alert: Summary of Final Nasdaq Corporate Governance Rules, December 2003
Please click here to view the news alert. - News Alert: Summary of Final NYSE Corporate Governance Rules, December 2003
Please click here to view the news alert. Professional Activities: Awards- U.S. Securities and Exchange Commission
 | Byron Woodside Award (2001) - for excellence in the area of disclosure
Supervisory Excellence Award (1998) |
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