Jean Hanson joined the Firm in 1976 and became a partner in 1983. Upon her retirement as a partner in 2012 she became of counsel and currently serves as such in the bankruptcy and restructuring department of Fried Frank's New York office.
Ms. Hanson concentrates her practice on transactional representations and corporate counseling, including the corporate aspects of restructurings and distressed investments.
Ms. Hanson's transactional representations include acquisition and disposition transactions, public and private financings, joint ventures and initial public offerings. The corporate counseling aspects of her practice include a broad range of corporate and securities matters, including governance, disclosure, executive compensation and shareholder and partnership matters.
Ms. Hanson has experience in many industries, including consumer products, financial services, energy, media, telecommunications and technology. Her clients have included Banc of America Securities LLC; eFunds Corporation; Goldman, Sachs & Co.; JPMorgan Securities Inc.; Rand McNally & Co.; and Vornado Realty Trust, among others.
Ms. Hanson served as general counsel to the United States Treasury from 1993-94, rejoining Fried Frank in 1994. During her tenure as general counsel, she headed the 2,000-lawyer legal department, including the attorneys in the Internal Revenue Service; the Customs Service; the Office of the Comptroller of the Currency; the Office of Thrift Supervision; the Secret Service; the Bureau of Alcohol, Tobacco and Firearms; the Mint; the Bureau of Engraving and Printing; the Bureau of Public Debt; the Financial Management Service; and the Federal Law Enforcement Training Center.
Ms. Hanson writes on subjects related to her expertise and is a frequent speaker at seminars for clients and fellow professionals. She is a member of the Editorial Advisory Board of Executive Counsel magazine. She has guest lectured at numerous law schools, including Columbia University Law School, Harvard Law School, and the University of Minnesota Law School. She is a regular speaker at the Practicing Law Institute "Securities Filings" seminar on topics including public offerings and the Securities Act of 1933.
Ms. Hanson serves as Chair of the Board of Regents of Concordia College, Bronxville, New York. She has been a member of the Board of Regents of Luther College and has received their Distinguished Service Award. She has also served on the Board of Visitors of the University of Minnesota Law School and has received the University's Outstanding Achievement Award. She also has been involved in numerous fundraising activities on behalf of, among others, inMotion-Justice for All Women and the Village Lutheran Church and Chapel School.
Honors & Awards
Ms. Hanson has been recognized by Legal 500 in Finance: Corporate Restructuring.
Professional Associations
Member, American Bar Association (Business Law and International Law Sections)
Member, American Bankruptcy Institute
Member, New York State Bar Association
Member, The Association of the Bar of the City of New York
Member of the Securities Regulation Committee, The Association of the Bar of the City of New York (1991 - 1998)
Served as a member of the Association's Task Force on Women in the Profession (1995 - 1998)
Selected Representations
Ms. Hanson regularly represents debtors and creditors, creditors committee's and third party purchasers. Some of these matters include:
AAIPharma, Inc.; Adelphia Communications Corporation; Calpine Corporation; Delphi Corporation; Globo Communicacoes E. Participacoes S.A.; Inland Fiber Group, LLC (formerly known as US Timberlands Klamath Falls, LLC); James Cable Partners, LP.; Rand McNally & Co.; and Reliant Energy Channelview LP.
Additional selected representations include:
Impsat Fiber Networks, Inc. in its sale to Global Crossing
Plains Resources Inc. in the acquisition of the 54% stake in Plains All American Pipeline LP by a group of investors Bestfoods Inc. in connection with the unsolicited offer by Unilever plc and Unilever NV to acquire Bestfoods and the subsequent acquisition transaction valued at $24.3b
Minnesota Mining and Manufacturing Company (3M) in the acquisition of Robinson Nugent, Inc., its sale of National Advertising Company to Outdoor Systems, Inc. for $1b, the formation of Dyneon LLC, a joint venture with Hoechst AG, and the subsequent acquisition of the Hoechst interest
Goldman Sachs in its role as financial adviser in connection with the acquisition of its interest in Asia Global Crossing, a joint venture of Global Crossing Ltd., Softbank Corporation and Microsoft Corporation
AEA Investors Inc. in its acquisitions of Rand McNally & Co. and Marbo, Inc. through recapitalization transactions
GKN plc in its acquisition of Sinter Metals, Inc., a New York Stock Exchange company, as well as the acquisition and disposition of various GKN subsidiaries
The underwriters in the initial public offering and subsequent offerings by Estée Lauder, including offerings of trust automatic common exchange securities (TRACES) by certain trusts
The underwriters in the exchange offer by Limited Brands for shares of Abercrombie & Fitch Company
Banc of America Securities LLC and JPMorgan Securities Inc., financial advisers and dealer-managers in the modified "Dutch auction" self-tender offer by Limited Brands Inc. for $1b of common stock
Goldman Sachs and Banc of America Securities LLC, financial advisers and dealer-managers for Limited Brands in its $1.8b exchange offer for the 16% outstanding publicly held common shares of Intimate Brands, Inc.
Publications
Client Memoranda
Delaware Bankruptcy Court Applies Section 1129(a)(10) on a Per Debtor Basis in the Tribune Chapter 11 Cases, Nov 15, 2011
Authors: Brad Eric Scheler, Jean E. Hanson, Gary L. Kaplan, Shannon Lowry Nagle, Alan N. Resnick, Jennifer L. Rodburg, Bonnie Steingart, Kalman Ochs
Supreme Court Adopts Amendments to Bankruptcy Rule 2019 on Disclosure Requirements for Multiple Creditors and Equity Security Holders Acting in Concert in Chapter 11 Cases, Apr 29, 2011
Authors: Brad Eric Scheler, Jean E. Hanson, Gary L. Kaplan, Shannon Lowry Nagle, Alan N. Resnick, Jennifer L. Rodburg, Bonnie Steingart, Kalman Ochs
District Court Reverses Controversial TOUSA Decision on Fraudulent Transfers, Feb 22, 2011
Authors: Brad Eric Scheler, Jean Hanson, Gary Kaplan, Shannon Lowry Nagle, Alan Resnick, Jennifer Rodburg, Bonnie Steingart, Kalman Ochs
In re Visteon: Third Circuit Expands the Protection of Retiree Benefits in Chapter 11 Cases, August 12, 2010
Authors: Brad Eric Scheler, Alan N. Resnick, Jean E. Hanson, Bonnie Steingart, Shannon Lowry Nagle, Gary L. Kaplan, Jennifer L. Rodburg, Kalman Ochs
Unraveling Financing Transactions Under Fraudulent Conveyance Laws: The Lessons of In re TOUSA, Inc., Nov 2, 2009
Authors: Brad Eric Scheler, Jean E. Hanson, Gary L. Kaplan, Alan N. Resnick, Jennifer L. Rodburg, Bonnie Steingart, Kalman Ochs
Underfunded Pension Liability: Lenders and Buyers Beware, Nov 7, 2008
Source:
Authors: Valerie Ford Jacob, Brad Eric Scheler, Jean E. Hanson, Gary L. Kaplan, Brian D. Pfeiffer, Alan N. Resnick, Jennifer L. Rodburg, Bonnie Steingart, Daniel J. Bursky, Stuart H. Gelfond, Laraine S. Rothenberg, Amy L. Blackman, Eric Cafritz, David Chijner, Sven Schulte-Hillen, Sheena McCaffrey, Todd McCafferty, Anna Taylor
Florida Dept. of Revenue v. Piccadilly Cafeterias, Inc.: Supreme Court Decision Denying Stamp Tax Exemption to Pre-Confirmation Sales in Chapter 11 Cases, Jun 27, 2008
Authors: Brad Eric Scheler, Jean E. Hanson, Gary L. Kaplan, Brian D. Pfeiffer, Alan N. Resnick, Bonnie Steingart, Kalman Ochs
Reversal of Enron Ruling on Claims Transfers - Reevaluating the Risks of Equitable Subordination, Oct 1, 2007
Authors: Brad Eric Scheler, Jean Hanson, Gary Kaplan, Vivek Melwani, Brian Pfeiffer, Alan Resnick, Bonnie Steingart, Kalman Ochs
Revisiting Insider Trading in the Debt Markets: Lessons For Debt Investors and Members of Committees in Bankruptcy Cases, Jun 19, 2007
Source:
Holding Debt and Equity Investments in a Financially Distressed Company May Survive Recharacterization Claims, Dec 8, 2006
Authors: Brad Eric Scheler, Jean E. Hanson, Gary L. Kaplan, Vivek Melwani, Alan N. Resnick, Bonnie Steingart, Kalman Ochs, Maurice Lantourne, David Chijner
Sarbanes-Oxley Act Expands Corporate Governance and Accounting Requirements for SEC-Registered Non-US Companies (Updated), Feb 17, 2006
The Risks of Equitable Subordination to Transferred Claims, Dec 23, 2005
Authors: Brad Eric Scheler, Jean E. Hanson, Gary L. Kaplan, Vivek Melwani, Alan N. Resnick, Bonnie Steingart, Kalman Ochs
Reform of French Bankruptcy Law - Adoption of the Business Safeguard Act, Nov 17, 2005
Authors: Eric Cafritz, David Chijner, Patrick Ja&ium;ls, Laurent Assaya, Brad Eric Scheler, Jean E. Hanson, Gary L. Kaplan, Vivek Melwani, Alan N. Resnick, Bonnie Steingart, Kalman Ochs
The Third Circuit in Owens Corning Severely Limits Availability of Substantive Consolidation as a Remedy in Bankruptcy Cases, Aug 22, 2005
Authors: Brad Eric Scheler, Vivek Melwani, Bonnie Steingart, Jean E. Hanson, Alan N. Resnick, Gary L. Kaplan, Kalman Ochs, Valerie Ford Jacob, Daniel J. Bursky, Stuart H. Gelfond, Arthur S. Kaufman, Michael A. Levitt, Craig F. Miller, Brian D. Murphy, F. William Reindel
SEC Adopts Dramatic Reforms to the Public Offering Process, Aug 22, 2005
Sarbanes-Oxley Act Expands Corporate Governance and Accounting Requirements for SEC-Registered Non-US Companies (Updated), May 23, 2005
SEC Proposes Dramatic Reforms to the Public Offering Process, Nov 22, 2004
SEC Adopts Rules Regarding Disclosure about Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, Feb 3, 2003
Authors: Valerie Ford Jacob, Kenneth R. Blackman, Stuart H. Gelfond, Jean E. Hanson, Michael A. Levitt, Richard A. Steinwurtzel, Andrew P. Varney, Daniel J. Bursky, Timothy E. Peterson, Karen C. Wiedemann
SEC Implements Conditions for the Use of Non-GAAP Financial Measures, Jan 29, 2003
Authors: Valerie Ford Jacob, Kenneth R. Blackman, Stuart H. Gelfond, Jean E. Hanson, Michael A. Levitt, Timothy E. Peterson, Daniel J. Bursky, Karen C. Wiedemann
SEC Adopts Rules Under the Sarbanes-Oxley Act of 2002 on Codes of Ethics and Audit Committee Financial Experts, Jan 29, 2003
Authors: Valerie Ford Jacob, Kenneth R. Blackman, Stuart H. Gelfond, Jean E. Hanson, Michael A. Levitt, Lanae Holbrook, Richard A. Steinwurtzel, Andrew P. Varney, Timothy E. Peterson, Daniel J. Bursky
SEC Proposes Rules under the Sarbanes-Oxley Act of 2002 on the Use of Non-GAAP Financial Measures and Disclosure About Off-Balance Sheet Arrangements, Contractual Obligations and Contingent Liabilities and Commitments, Nov 12, 2002
Authors: Valerie Ford Jacob, Stuart H. Gelfond, Jean E. Hanson, Michael A. Levitt, Timothy E. Peterson, Karen C. Wiedemann, Daniel J. Bursky
Disclosure Controls: An Action Plan, Sep 6, 2002
Authors: Valerie Ford Jacob, Kenneth R. Blackman, Stuart H. Gelfond, Jean E. Hanson, Michael A. Levitt, Dixie L. Johnson, Karl A. Groskaufmanis, Valerie Ford Jacob, Richard A. Steinwurtzel, Stuart H. Gelfond, Timothy E. Peterson, Michael A. Levitt, Daniel J. Bursky
Sarbanes-Oxley Act Adds New Corporate Responsibility and Disclosure Requirements and Creates Auditor Oversight Board, Aug 2, 2002
Authors: Howard B. Adler, Jonathan S. Adler, Kenneth R. Blackman, Donald P. Carleen, Thomas W. Christopher, Stuart H. Gelfond, Barbara S. Gillers, Jean E. Hanson, Valerie Ford Jacob, Robert E. Juceam, Michael A. Levitt, Sheldon Raab, Kenneth I. Rosh, Laraine S. Rothenberg, Mark J. Stein, Joseph A. Stern, David E. Birenbaum, Karl A. Groskaufmanis, David B. Hardison, Dixie L. Johnson, Paul H. Pashkoff, Richard A. Steinwurtzel, David K. Robbins, Edward S. Rosenthal, Daniel J. Bursky, Christopher Kandel, Sanford Krieger, Robert P. Mollen, Timothy E. Peterson, Karen C. Wiedemann, Eric Cafritz
Sarbanes-Oxley Act of 2002 Sets Forth New Corporate Governance, Disclosure and Auditor Requirements Affecting Issuers, Management, Employees, Attorneys, Auditors and Investment Banks, Aug 2, 2002
Authors: Howard B. Adler, Jonathan S. Adler, Kenneth R. Blackman, Donald P. Carleen, Thomas W. Christopher, Stuart H. Gelfond, Barbara S. Gillers, Jean E. Hanson, Valerie Ford Jacob, Robert E. Juceam, Michael A. Levitt, Sheldon Raab, Kenneth I. Rosh, Laraine S. Rothenberg, Mark J. Stein, Joseph A. Stern, David E. Birenbaum, Karl A. Groskaufmanis, David B. Hardison, Dixie L. Johnson, Paul H. Pashkoff, Richard A. Steinwurtzel, David K. Robbins, Edward S. Rosenthal, Daniel J. Bursky, Christopher Kandel, Sanford Krieger, Robert P. Mollen, Timothy E. Peterson, Karen C. Wiedemann, Eric Cafritz
Campaign Finance Reform: An Overview of Provisions Affecting Corporations and Individuals, Jul 22, 2002
Authors: Jean E. Hanson, Jay R. Kraemer, Heather L. Clefisch
SEC Proposes New MD&A Disclosure Requirements For Critical Accounting Estimates, May 15, 2002
Authors: Valerie Ford Jacob, Jean E. Hanson, Stuart H. Gelfond, Michael A. Levitt
SEC Significantly Modifies Exemption for Employee Offerings by Private Companies, Mar 1, 1999
Authors: Jean E. Hanson, Valerie Ford Jacob, Joseph A. Stern, Michael A. Levitt, Robert P. Mollen, Timothy E. Peterson, Sean M. Flynn, Kenneth Rosenfeld
Alerts and Newsletters
Securities Act Reform, Oct 26, 2004
Source: SecMail® No. 04-10-26
Articles
Involuntary Bankruptcy Filings: Raise Timely or Risk Waiver, Mar 23, 2009
Source: New York Law Journal
Authors: Jean E. Hanson and Alan N. Resnick
Earnings Releases and the Use of Non-GAAP Financial Measures Under New Regs-A Step-By-Step Approach, July 23, 2003
Source: Compliance Week
Amendments to the New York Business Corporation Law, November 1997
Source: Insights,Vol.11, No.11
News
News Releases
The Legal 500 United States 2010 Edition Recognizes Fifty-two Fried Frank Lawyers and Nineteen Practice Areas, Jun 8, 2010
Fried Frank Banc of America Securities, JP Morgan Securities in Limited Brands' 2 Billion Stock Repurchase Agreement, Oct 7, 2004
Media Mentions
Firm noted for representation of eFunds Corp. in the sale of its ATM business to TRM Corp., The Daily Deal, "TRM to Buy eFunds' ATMs", Sep 22, 2004
Partner Jean Hanson recognized for representation of Noveon International Inc. in its planned initial public offering, The Daily Deal, "Noveon Plans $345 Million IPO", Feb 24, 2004
Events
Past Events
Speaking Engagements
Drafting Securities Filings 2010, Oct 14, 2010
Real Estate Workouts and Restructuring, Jun 26, 2008
1933 Act Overview,
The Form S-1 Registration Statement, Oct 18, 2007
1933 Act Overview, Oct 24, 2003
Full Scale 1933 Act Registration on Form S-1, Oct 24, 2003
Mergers and Acquisitions, Feb 16, 2001
Securities Filings 2000, Oct 6, 2000
Securities Filings 1999, Oct 8, 1999