Herbert S. Wander

Herbert S. Wander is a Partner in the Corporate Law Department of Katten Muchin Rosenman LLP. Mr. Wander concentrates on all aspects of business law, especially corporate governance, securities law and M&A transactions. He has been the chief legal architect for many major M&A transactions — both negotiated and hostile — including the successful defense of Commercial Intertech Corp. In 2007, he participated in four major M&A transactions, namely, Chicago Tribune, Nuveen Investments, Laureate, Inc. and Educate Inc.

In December 2004, SEC Chairman William H. Donaldson appointed Mr. Wander to be the Co-Chair of an Advisory Committee to the SEC to examine the impact of Sarbanes-Oxley Act on Smaller Public Companies. In April 2006, the Advisory Committee published its Report and Recommendations, many of which the SEC has implemented. The Securities and Exchange Commission also invited Mr. Wander to be one of two lawyers to make a presentation at the SEC’s April 2001 Regulation FD Roundtable.

Corporate Governance

Mr. Wander has lectured and written frequently on corporate governance topics, including audit committee matters. He represents the independent directors and audit committees at numerous public companies. Moreover, he serves as a director, chair of the compensation committee and audit committee member for non-client Telephone and Data Systems, Inc., a $3.3 billion public market cap telecommunications company and has served as a director and secretary of Advance Ross Corporation, a publicly-held corporation, before its sale. He has served two terms as a member of the Legal Advisory Committee to the New York Stock Exchange Board of Governors and as a member of the Legal Advisory Committee to the National Association of Securities Dealers, Inc. In 2002 he was named by his peers as one of the world’s leading practitioners in the field of corporate governance and is listed in The International Who’s Who of Corporate Governance Lawyers.

Lecturer

An accomplished lecturer, Mr. Wander frequently speaks at institutes and programs of various business and legal organizations, among them: NIRI, National Association of Corporate Directors, American Law Institute/American Bar Association, Practising Law Institutes including annual Institutes on Securities Regulation, Corporate Counsel and Ray Garrett Institutes at Northwestern University, Annual Securities Regulation Institute at San Diego and many state and city bar associations and other professional and business organizations.

Publications

In addition, he has authored numerous articles and book reviews published in the Yale Law Journal, the Business Lawyer, the Southwestern Law Journal, the Northwestern University Law Review, the Review of Securities and Commodities Regulation, INSIGHTS, and the New York Law Journal and served as co-editor of Selected Articles on Federal Securities Law, published by the Business Law Section of the American Bar Association. He was the first Editor of the Business Law Section’s magazine, Business Law Today and served as editor of volume 49 (1993-94) of The Business Lawyer.

Philanthropic, Civic and Professional

Mr. Wander served as Chair of the ABA’s 53,000 member Business Law Section in 1995-96 and continues to serve on numerous bar association committees. He is Chair of the Corporate Laws Committee of the Business Law Section which in 2007 published the influential Corporate Director’s Guidebook (5th Edition). In addition, he has served as President of the Jewish Federation of Metropolitan Chicago and the Jewish United Fund and is Chair of The Michael Reese Health Trust. In 1998, he was appointed by the President of the American Bar Association to serve as one of twelve members of the ABA Commission on Multidisciplinary Practice and in 2004 he was appointed by the President of the ABA to serve as one of nine members on the ABA Task Force on the Attorney-Client Privilege. He is also a member of The American Law Institute. Mr. Wander is listed in Chambers USA: America’s Leading Lawyers for Business and was named to Lawdragon’s 3000 Leading Lawyers in America.

Education

Mr. Wander’s educational background includes a Bachelor’s degree from the University of Michigan in 1957 and a law degree from Yale Law School in 1960, where he served on the Yale Law Journal.