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Corporate Counsel/Securities Law Luncheon/CLE: Let Bylaws Be Bylaws:
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When: 11/09/2015
12 - 1 PM
Where: Chester H Ferguson Law Center
1610 N. Tampa St.
Tampa, Florida  33602
United States

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1.0 CLE Credit (applied for)

Let Bylaws Be Bylaws: A Discussion of Corporate Governance and Deal Litigation Issues


Recent developments concerning forum selection, mandatory arbitration, minimum stake to sue, and fee shifting by-laws

Recent decisions from Delaware Chancery court affecting corporate governance.

Increase in shareholder litigation and corporate tools to protect against or manage the risk of litigation.

Shareholder voting on proposed by-law amendments and effects on litigation.


Judge Samuel Salario was appointed to the Second District Court of Appeal on December 23, 2014 by Governor Rick Scott.  He began service on the court on February 9, 2015.  Prior to his appointment to the bench, Judge Salario was a partner at Carlton Fields Jorden Burt where he was the leader of the firm’s Securities and Derivative Litigation Practice Group. His practice primarily involved representing public companies, public company directors and officers, and financial services firms in securities class actions, shareholder derivative suits, internal investigations, and regulatory investigations. He also practiced general class action defense and complex business litigation.

Christopher O’Reilly is the associate general counsel and senior litigation counsel of Emergent Capital, Inc., a New York Stock Exchange listed specialty finance company.  Prior to Emergent, Mr. O’Reilly was affiliated with the law firms of White & Case LLP and Sullivan & Cromwell LLP.  Mr. O’Reilly received a Bachelor of Arts from Duke University and a Juris Doctor, with honors, from Rutgers Law School. Prior to attending law school, Mr. O’Reilly served as a surface warfare officer in the United States Navy.

Michael Altschuler is the general counsel of Emergent Capital, Inc., a New York Stock Exchange listed specialty finance company that invests in esoteric asset classes, primarily life settlements. He is responsible for all legal matters and advises the executive team and Board of Directors on acquisitions and financings, capital raising, reporting, investor relations and corporate governance. Prior to Emergent, Mr. Altschuler served as director and counsel at UBS Investment Bank within the Global Syndicated Finance and Debt Capital Markets groups. Earlier in his career, Mr. Altschuler was associated with the law firm of Latham & Watkins, LLP where he practiced as a member of the capital markets and company representation practice groups. 

Richard Leisner is a senior securities lawyer at Trenam Kemker.  He joined the firm in 1972 and has been a Shareholder since 1978.  Mr. Leisner’s broad-based corporate and securities law practice encompasses all stages of the life cycle for public and private companies, including: all phases of capital formation and corporate transactions from start-up venture capital and Regulation D private placements through IPOs and ongoing SEC reporting, executive employment and equity-based benefits, mergers and acquisitions, private equity, spin-offs and other reorganizations, takeover contests and SEC and other regulatory investigations.  Richard is also experienced in counseling Boards of Directors on corporate governance, fiduciary duty and regulatory compliance issues.  A substantial portion of Richard’s practice is devoted to service as an expert witness in corporate and securities litigation and professional malpractice matters.

Chris Polaszek is the Co-Leader of Morgan & Morgan’s Securities, Antitrust, and Commodities Class Action Litigation Group.  Prior to joining Morgan & Morgan, Mr. Polaszek served as the Managing partner of the Tampa, Florida office of a national Plaintiff’s class action firm for over five years.  Mr. Polaszek’s undergraduate educational background is in finance and accounting. While pursuing his J.D. and M.B.A. degrees, Mr. Polaszek was awarded a coveted scholarship and internship with the Florida Senate and also worked in the equity research department of a Wall Street investment bank. While completing his LL.M. in Securities and Financial Regulation at the Georgetown University Law Center, Mr. Polaszek interned with United States Senator Bob Graham in Washington, DC.

Mike Matthews is a litigation partner with Foley & Lardner LLP and serves as chair of the Tampa Litigation Department.  As a member of the firm’s securities litigation and government enforcement practices, Mr. Matthews defends individual and corporate clients in a variety of securities litigation matters, including securities class actions, shareholder derivative actions, and SEC enforcement matters, as well as other government enforcement matters.  Mr. Matthews received a Bachelor of Arts (magna cum laude) from Georgetown University and a Juris Doctor (magna cum laude) from the University of Michigan.

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